Exhibit 10(l)


 


FIRST AMENDMENT TO


HAGGAR CORP. SPLIT-DOLLAR INSURANCE PLAN


 


1.             Introduction.  This
First Amendment to the Haggar Corp. Split-Dollar Insurance Plan (the “Amendment”), dated as of this 14 day of
February, 2003, is made and adopted by Haggar Corp., a Nevada corporation with
its principal place of business in Dallas, Texas (the “Corporation”), and consented to by the
parties named on the signature page hereto. 
The Haggar Corp. Split-Dollar Insurance Plan (the “Plan”) was approved by the Corporation
and was effective October 1, 1999. 
Pursuant to Section 17, the Plan is hereby amended as set forth
herein.  Capitalized terms used herein,
but not otherwise defined, shall have the same meaning assigned to them in the
Plan.


 


2.             Definition of Change in Control. 
Section 1(a) of the Plan is hereby amended as follows:


 


(a)           Clause (i) is
deleted in its entirety and replaced with the following:


 


“(i) a merger or consolidation of the Corporation or Haggar Clothing
Co. with or into another entity, or the exchange of securities (other than a
merger or consolidation) by the holders of the voting securities of the
Corporation or Haggar Clothing Co. and the holders of voting securities of any
other entity, in which the shareholders of the Corporation or Haggar Clothing
Co. immediately before the transaction do not own 50% or more of the combined
voting power of the voting securities of the surviving entity or its parent
immediately after the transaction,”


 


(b)           The phrase “of two
(2) consecutive years” is deleted from clause (v).


 


(c)           Insert “or Haggar
Clothing Co.” following all occurrences of the word “Corporation”, and “or
Haggar Clothing Co.’s” following all occurrences of the word “Corporation’s” in
clauses (ii) through (iv).


 


3.             Effect on Other Provisions.  Except
as expressly amended hereby, the Plan shall remain in full force and effect as
originally adopted.


 


4.             Adoption by Board.  The
foregoing amendments to the Plan were adopted by the Board of Directors of the
Corporation on January 28, 2003.


 


5.             Counterparts.  This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and together shall
constitute one and the same Amendment.


 


6.             Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas.


 


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IN WITNESS
WHEREOF, this Amendment has been entered into as of the date and year first
above written.


 


	
   

  	
   

  	
  HAGGAR CORP.,

  
	
   

  	
   

  	
  a Nevada
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  David
  Tehle

  
	
   

  	
   

  	
  Name:  David Tehle

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  	
  and Chief Financial Officer

  



 


 


FOR
PURPOSES OF SECTION 17 OF THE PLAN,

THE FOLLOWING PARTICIPANTS EXPRESSLY

CONSENT TO THE AMENDMENT:


 


 


	
  /s/  Frank
  D. Bracken

  	
   

  
	
  Frank D.
  Bracken

  
	
   

  
	
   

  
	
  /s/  J.
  M. Haggar, III

  	
   

  
	
  J. M.
  Haggar, III

  



 


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