<PAGE>
  
                                                                   EXHIBIT  10-I



                             HARTMARX CORPORATION

                          DEFERRED COMPENSATION PLAN








                           EFFECTIVE JANUARY 1, 1996
<PAGE>
 
                             HARTMARX CORPORATION

                          DEFERRED COMPENSATION PLAN



               I.   PURPOSE

              II.   DEFINITIONS

             III.   ELIGIBILITY AND PARTICIPATION LIMITS

              IV.   BENEFITS

               V.   CLAIM FOR BENEFITS PROCEDURE

              VI.   ADMINISTRATION

             VII.   AMENDMENT AND TERMINATION

            VIII.   MISCELLANEOUS
<PAGE>
  
                              HARTMARX CORPORATION
                           DEFERRED COMPENSATION PLAN



I.  PURPOSE

The purpose of the Hartmarx Deferred Compensation Plan is to provide a means
whereby Hartmarx may afford certain employees and senior management with an
opportunity to build additional financial security, by providing a vehicle to
defer Salary and Bonus amounts. Deferrals of Salary and Bonus will be credited
with interest based on the Company's incremental short-term borrowing cost, in
accordance with the Plan, and paid to the Participant (or his or her
Beneficiary) as described herein. By providing a means whereby Salary and Bonus
may be deferred into the future, the Plan will aid in attracting and retaining
managers of exceptional ability, provide them with additional financial security
at the time of Retirement and supplement other Company-sponsored benefits in the
event of death or Disability.


II.  DEFINITIONS

     2.1 "Administration Committee" means the Plan Administration Committee
appointed pursuant to Article VI to manage and administer the Plan.

     2.2  "Agreement" means the Hartmarx Deferral Election
Agreement, executed between a Participant and the Company, whereby a Participant
agrees to participate in the Plan and to defer a portion of his or her Salary or
Bonus (as the case may be) or both, pursuant to the provisions of the Plan, and
the Company agrees to pay benefits in accordance with the provisions of the Plan
and Agreement. Subject to the limitations of Section 3.3, a Participant may file
an Agreement for each Plan Year in accordance with Section 3.2.

     2.3 "Beneficiary" means the person, persons or trust designated Beneficiary
pursuant to Section 4.11.

     2.4  "Board of Directors" and "Board" mean the Board of Directors of the
Company.

     2.5  "Bonus" means the gross annual bonus amount(s), if any, payable to a
Participant from the Company's Management Incentive Plan or successor plan(s)
then in effect, otherwise payable in cash during the Plan Year, and considered
"wages" for FICA and federal income tax withholding. For purposes of this
Section, Bonus amounts considered shall exclude reimbursements or other expense
allowances (whether or not includable in gross income, and including but not
limited to car allowances), (cash or noncash) fringe benefits (including but

                                       1
<PAGE>
  
not limited to contest prizes), moving expenses, deferred compensation (other
than Participant contributions made under this Plan), welfare benefits
(including but not limited to imputed income on life insurance coverage, unused
and/or accrued vacation pay and severance pay), and any distribution of stock
(excluding proceeds from any stock options, stock appreciation rights, or any
other stock or equity based management incentive plan).  Bonus amounts
considered shall include any amounts by which the Participant's Bonus is reduced
by a bonus reduction or similar arrangement under any qualified plan described
in IRC 401(k) or any cafeteria plan (as described in IRC 125) maintained by the
Company.

     2.6  "Change of Control" means the first to occur of any of the following
events:

          (a) Any Person, other than a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company, is or becomes the
     beneficial owner, as defined in Rule 13d-3 under the Securities Exchange
     Act of 1934, as amended (the "1934 Act"), directly or indirectly, of
     securities of the Company representing 25% or more of the combined voting
     power of the Company's then outstanding securities; or

          (b) During any period of two consecutive years, individuals who at the
     beginning of such period constitute the Board and any new director whose
     election by the Board or nomination for election by the stockholders of the
     Company was approved by a vote of at least two-thirds of the directors who
     were directors at the beginning of the period, cease for any reason to
     constitute a majority thereof; or
          (c) The business of the Company is disposed of pursuant to a partial
     or complete liquidation of the Company, a sale of all or substantially all
     of its assets (including stock of its subsidiaries), or otherwise.

     2.7  "Committee" means the Compensation and Stock Option Committee of the
Board, or   successor thereto, as determined by the Board.

     2.8  "Company" means Hartmarx Corporation, a Delaware corporation, its
successors and assigns, and any affiliated companies which grant participation
hereunder to an employee with the Company's consent.

     2.9  "Compensation" means cash remuneration paid pursuant to this Plan
for services rendered prior to the date paid.

     2.10 "Deferred Benefit Account" and "Account" mean the separate bookkeeping
accounting record(s) maintained by the Company for each Participant, pursuant to
Articles III and IV. Deferred Benefit Account(s) shall be utilized solely as a
bookkeeping device for the measurement and determination of the amounts to be
paid to the Participant pursuant to this Plan, and shall be subject to Section
8.2 hereof.

                                       2
<PAGE>
 
     2.11  "Determination Date" means the date on which the amount of a
Participant's Deferred Benefit Account is determined as provided in
Article IV.  The last day of each calendar quarter and the date of a
Participant's Termination of Service shall be a Determination Date.

     2.12  "Disability" shall have the same meaning and be determined in
the same manner as in the Hartmarx Long Term Disability Plan.  In the
absence of such a plan, "Disability" or "Disabled" shall mean a permanent
impairment of the physical or mental condition of a Participant, which, in the
sole discretion of the Company, prevents Participant from performance of the
usual duties of employment attendant to the Participant's function with the
Company. The determination of the Company as to a Disability shall be made on
the basis of such medical and other competent evidence as the Company shall deem
relevant, and shall be binding on Participant.

     2.13  "ERISA Funded" means that the Plan does not meet the "unfunded"
criterion of the exceptions to the application of Parts 2 through 4 of Subtitle
B of Title I of the Employee Retirement Income Security Act of 1974 (ERISA).

     2.14  "Interest Crediting Rate" and "Interest" mean, for the then
applicable Plan Year, the average rate of interest incurred by the Company for
incremental short-term borrowing during the immediately preceding fiscal year of
the Company.  If such rate of interest cannot be determined, or is no longer
available, the Interest Crediting Rate shall be determined by the Committee.

     2.15  "IRC" means the Internal Revenue Code of 1986, as amended.

     2.16  "Participant" means an employee of the Company who is eligible to
participate in the Plan in accordance with Section 3.1, and who enters into an
Agreement with the Company.

     2.17  "Plan" means the Hartmarx Deferred Compensation Plan, as amended from
time to time.

     2.18  "Plan Effective Date" means January 1, 1996.

     2.19  "Plan Year" means the calendar year.

     2.20  "Retirement Date" and "Retirement" mean the date of termination of
service of a Participant for reasons other than death or Disability after he
or she (i) attains age fifty-five (55) and has five (5) Years of Service; (ii)
has attained age 65; or (iii) terminates under circumstances which the
Committee, in its sole discretion, elects to treat as a Retirement for purposes
of the Plan.

                                       3
<PAGE>
 
     2.21  "Salary" for purposes of the Plan shall be the total of the
Participant's base salary paid during a Plan Year, and considered "wages"
for FICA and federal income tax withholding, but before any deferral made
pursuant to this or any other plan.  For purposes of this Section, Salary
amounts considered shall exclude reimbursements or other expense
allowances (whether or not includable in gross income, and including but
not limited to car allowances), (cash or noncash) fringe benefits
(including but not limited to contest prizes), moving expenses, deferred
compensation (other than Participant contributions made under this Plan),
welfare benefits (including but not limited to imputed income on life
insurance coverage, unused and/or accrued vacation pay and severance
pay), and any distribution of stock (excluding proceeds from any stock
options, stock appreciation rights, or any other stock or equity based
management incentive plan).  Salary amounts considered shall include any
amounts by which the Participant's Salary is reduced by a salary reduction or
similar arrangement under any qualified plan described in IRC 401(k) or any
cafeteria plan (as described in IRC 125) maintained by the Company.

     2.22  "Tax Funded" means that the interest of a Participant in the
Plan will be includable in the gross income of the Participant for
federal income tax purposes prior to actual receipt of Plan benefits by
the Participant.

     2.23  "Termination of Service" means the Participant's ceasing his or
her employment with the Company for any reason whatsoever, whether
voluntarily or involuntarily, other than by Retirement or Disability.


III.   ELIGIBILITY AND PARTICIPATION LIMITS

     3.1  Eligibility and Participation.  Eligibility to participate in the
Plan shall be limited to employees of the Company who meet all of the
following conditions:

          (a)  Each employee must be a participant in the Company's
          Management Incentive Plan, or be designated as eligible upon approval
          of the Committee; and

               (b)  Each employee designated eligible to participate must file
     an Agreement with  the Company in accordance with Section 3.2.

An employee who meets all of the requirements of this Section shall become a
Participant in the Plan. Except as otherwise provided in Section 3.4, once an
employee becomes a Participant in the Plan, he or she shall remain a Participant
until all benefit payments, if any, to the Participant (or his or her
Beneficiary) have been made.

     3.2  Deferral of Salary and Bonus. Eligible employees of the Company who
elect to participate in the Plan must file an Agreement with the Company to
participate in the Plan,

                                       4
<PAGE>
 
and to defer Salary, Bonus, or both, prior to the beginning of the Plan Year in
which the Salary or Bonus is to be earned and paid. For the Plan Year beginning
January 1, 1996, a Participant must elect to defer his or her Bonus otherwise
payable during calendar year 1996 prior to the end of the 1995 fiscal year.
Provided that the provisions of Section 3.5 are not applicable, an eligible
employee who fails to file an Agreement before the beginning of a Plan Year may
file an Agreement to defer Salary, Bonus, or both, with respect to a subsequent
Plan Year. A Participant's Agreement shall be subject to all of the limitations
of Section 3.3.

     3.3  Deferral Limitations.  A Participant's Agreement to participate in the
Plan and to defer Salary, Bonus, or both, shall be subject to the following
limitations:

          (a) A Participant may elect to defer no less than five percent (5%)
          and no more than fifteen percent (15%) of Salary, in increments of one
          percentage point (1%); and

          (b) A Participant's Agreement to defer up to one hundred percent
          (100%) of Bonus shall be in increments of ten percentage points (10%);
          and

          (c) Any Agreement to defer Salary, Bonus, or both, may not apply to a
          Plan Year after the 2000 Plan Year, and

          (d) The Agreement shall be irrevocable upon acceptance by the Company.

     3.4  Suspension of Agreement to Defer.  A Participant's Agreement to
defer Salary, Bonus, or both, shall be suspended in the event that the
Committee, in its sole discretion, reasonably determines that a Participant
ceases to continue to meet the eligibility requirements of the Plan. In
determining a Participant's eligibility to continue to defer Salary, Bonus, or
both, the Committee shall consider that a Participant's Salary has been reduced,
that he or she has had a material reduction in job responsibility, job
description, or job duties, and such other factors as it, in its sole
discretion, deems to be applicable to the Participant's continued participation
in the Plan. A Participant whose Agreement has been suspended in accordance with
this Section shall not be deemed to have incurred a Termination of Service, and
his or her Deferred Benefit Account shall continue to be maintained under the
terms of the Plan.

     3.5  Timing of Deferral Credits.  The amount of Salary or Bonus that a
Participant elects to defer in the Agreement shall cause an equivalent reduction
in his or her Salary or Bonus payment, and shall be credited to the
Participant's Deferred Benefit Account throughout the Plan Year as the
Participant is paid (or would have been paid) the non-deferred portion of his or
her Salary or Bonus in each Plan Year.

                                       5
<PAGE>
 
IV.  BENEFITS

     4.1  Determination of Account.  As of each Determination Date, each
Participant's Deferred Benefit Account shall consist of:

          (a)  The balance of the Participant's Deferred Benefit Account as of
          the immediately preceding Determination Date, plus

          (b)  The Participant's Salary or Bonus deferred pursuant to Section
          3.2, and credited to a Participant's Account since the immediately
          preceding Determination Date in accordance with Section 3.5, less

          (c)  All benefit payment(s) made to the Participant (or his or her
          Beneficiary) from such Account in accordance with this Article IV
          since the preceding Determination Date, plus

          (d)  Interest credited on the average daily balance of the Deferred
          Benefit Account as of the Determination Date and since the last
          preceding Determination Date, after the Account has been adjusted for
          any additions or distributions to be credited or deducted.

     4.2  Vesting.  A Participant shall be one hundred percent (100%) vested in
the amount of Salary and Bonus deferred and credited to his or her Deferred
Benefit Account, including interest attributable thereto.

     4.3  Retirement Benefit.  Upon a Participant's Retirement Date, the
Company shall pay to the Participant, as Compensation earned prior to
Retirement, a benefit equal to the value of his or her Deferred Benefit Account,
determined under Section 4.1 as of the Determination Date coincident with or
immediately following such Retirement Date. The form of benefit payment shall be
as provided in Section 4.8. Upon and after such Retirement Date, the Participant
shall immediately cease to be eligible for any benefit provided under Section
4.4, 4.5, 4.6 or 4.7 of the Plan.

     4.4  Termination Benefit.  Upon Termination of Service of the Participant 
before his or her Retirement Date for reasons other than his or her death or
Disability, the Company shall pay to the Participant, as Compensation earned
prior to his or her Termination of Service, a benefit equal to the value of his
or her Deferred Benefit Account, determined under Section 4.1 as of the date of
Termination of Service. Unless otherwise directed by the Committee, the
termination benefit shall be payable in a lump sum. Upon a Termination of
Service, the Participant shall immediately cease to be eligible for any benefit
provided under Section 4.3, 4.5, 4.6 or 4.7 of the Plan.

                                       6
<PAGE>
 
     4.5  Death Benefit.  Upon the death of the Participant prior to his or
her Termination of Service, the Company shall pay to the Beneficiary of
the deceased Participant, as Compensation earned prior to his or her
death, a benefit equal to the value of the Participant's Deferred Benefit
Account, vested in accordance with Section 4.2, determined under Section
4.1 as of the Determination Date coincident with or next following the
Participant's date of death.  The death benefit shall be paid in a lump
sum.  Upon a Participant's death, he or she shall immediately cease to be
eligible for any benefit provided under Section 4.3, 4.4, 4.6 or 4.7 of
the Plan.

     4.6  Disability Benefit.  In the event of the Disability of a Participant 
prior to his or her Retirement Date, the Company shall pay to the Disabled
Participant, as Compensation earned prior to his or her Disability, a benefit
equal to the value of his Deferred Benefit Account, determined under Section
4.1. Such benefit shall be payable in annual installments, as provided in
Section 4.8, until the earliest of the following events:

          (a) The Participant ceases to be Disabled and resumes employment with
          the Company;

          (b) The Participant ceases to be Disabled and does not resume
          employment with the Company. If the Participant has attained his
          Retirement Date, he shall be entitled to the benefits provided for in
          Section 4.3. If the Participant has not attained his Retirement Date,
          the remaining value of his or her Deferred Benefit Account, if any,
          shall be paid in a lump sum as a Termination Benefit in the manner
          provided in Section 4.4.

          (c) The Participant dies. The Deferred Benefit Account balance
          remaining shall be paid in a lump sum as provided in Section 4.5; or

         (d) The Participant's Deferred Benefit Account balance reaches zero.

If a Disability occurs during the period elected in the Agreement, the Disabled
Participant's Agreement shall be suspended, and further deferrals shall not be
required during the period of Disability.  Upon a written request by a
Participant filed with the Committee, the Committee may, in its sole discretion,
pay a Disability benefit equal to the value of the Disabled Participant's
Deferred Benefit Account in a single lump sum payment.

     4.7  Emergency Benefit.  In the event that the Committee, upon written
petition of the Participant, determines, in it sole discretion, that the
Participant has suffered a severe financial hardship, the Company shall pay to
the Participant, as soon as practicable following such determination, as
Compensation earned prior to the severe financial hardship, a benefit equal to
the amount necessary to meet the severe financial hardship not in excess of the
value of the Participant's Deferred Benefit Account. For purposes of this
Section, a severe

                                       7
<PAGE>
 
financial hardship is an unexpected need for cash arising from an illness,
casualty loss, sudden financial reversal or other such unforeseeable occurrence.
Cash needs arising from events such as the purchase of a house or education
expenses for children, shall not be considered to be the result of a severe
financial hardship. For purposes of this Section, the criteria for establishing
and determining a severe financial hardship shall be made in accordance with IRC
401(k)(2)(b), and Internal Revenue Service Regulation 1.401(k)-1(d)(2)(iii)-
(iv).

     4.8  Form of Benefit Payment.  Upon the happening of an event described 
in Section 4.3 or 4.6, the Company shall pay to the Participant (or his or her
Beneficiary) the amount calculated in accordance with this Section in annual
installments payable in substantially equal amounts, calculated and determined
as follows:

          (a) An annual installment payment shall be determined for the
          Participant's Deferred Benefit Account. The amount of the installment
          payment shall be a fixed amount calculated to amortize the unpaid
          balance of the Deferred Benefit Account balance in ten (10) equal
          annual installments (or, in the Committee's sole discretion, in fewer
          than ten (10) annual installments), and shall be based on the Interest
          Crediting Rate in effect at the time payments commence. The Committee
          shall recompute the amount of the installment each year to reflect
          actual changes in the Interest Crediting Rate. Installment benefit
          payments shall cease when the Deferred Benefit Account balance reaches
          zero, or with the final payment determined hereunder.

          (b) Unless an annual payment is the final annual installment payment,
          each annual installment payment shall be at least equal to $5,000.
          Notwithstanding the amortization method described in Section 4.8(a)
          immediately above, in the event an installment payment determined
          under Section 4.8(a) is less than $5,000, the annual installment
          payment shall be $5,000. Annual installment payments in the amount of
          $5,000 shall continue until the amount of the installment is
          recomputed, as provided above, or until the remaining Account balance
          is less than $5,000. Once the Account balance is less than $5,000, the
          subsequent annual payment, which shall be the final payment, shall
          equal the remaining Deferred Benefit Account balance.

Upon the death of a Participant after the commencement of payment of benefits in
accordance with Section 4.3, the Deferred Benefit Account remaining shall be
paid to the Beneficiary in a lump sum. Upon a written request of a Disabled
Participant, the Committee may, in its sole discretion, pay the value of a
Disabled Participant's Deferred Benefit Account in a lump sum.

                                       8
<PAGE>
 
Upon a written request by a Participant filed with the Committee at least one
year prior to January 1st of the year a retirement benefit would otherwise
commence under this Plan, the Company shall pay the value of his or her Deferred
Benefit Account in a lump sum or in fewer than ten (10) annual installments, as
requested by the Participant.

     4.9  Withholding:  Employment Taxes.  To the extent required by the law 
in effect at the time payments are made, the Company shall withhold any taxes
required to be withheld by the federal, or any state or local government.

     4.10  Commencement of Payments.  Unless otherwise provided, payments under
this Plan shall commence or be made as soon as practicable following the
Participant's Termination of Service, Retirement, or Disability, but in no event
later than ninety (90) days following receipt of notice by the Committee of an
event which entitles a Participant (or a Beneficiary) to payments under this
Plan. The date of each subsequent annual installment shall be on the same
Determination Date each year, unless otherwise determined by the Committee in
its sole discretion.

     4.11  Recipients of Payments:  Designation of Beneficiary.  All payments to
be made by the Company under the Plan shall be made to the Participant during
his or her lifetime, provided that if the Participant dies prior to the
commencement or completion of such payments, then all subsequent payments under
the Plan shall be made by the Company to the Beneficiary or Beneficiaries
determined in accordance with this Section 4.11. The Participant shall designate
a Beneficiary by filing a written notice of such designation with the Committee
in such form as the Committee requires, and may change such designation without
the consent of such Beneficiary or Beneficiaries by filing a new designation in
writing with the Committee. (In community property states, the spouse of a
married Participant shall join in any designation of a Beneficiary other than
the spouse.) If no designation shall be in effect at the time when any benefits
payable under this Plan shall become due, the Beneficiary shall be the
Beneficiary designated by the Participant in the 401(k) Plan, and otherwise
shall be the executor(s) or administrator(s) of the deceased Participant's
estate.

     4.12  Facility of Payment.  Any benefit payable hereunder to any person 
under a legal disability, or to any person who, in the judgement of the
Committee, is unable to properly administer his or her financial affairs, may be
paid to the legal representative of such person, or may be applied for the
benefit of such person in a manner which the Committee may select.


V.   CLAIM FOR BENEFITS PROCEDURE

     5.1  Claim for Benefits.  Any claim for benefits under the Plan shall be 
made in writing to the Committee. If such claim for benefits is wholly or
partially denied by the Committee, the Committee shall, within a reasonable
period of time, but not later than sixty (60) days after

                                       9
<PAGE>
 
receipt of the claim, notify the claimant of the denial of the claim. Such
notice of denial shall be in writing and shall contain:

          (a)  The specific reason or reasons for denial of the claim;

          (b)  A reference to the relevant Plan provisions upon which the 
          denial is based;

          (c)  A description of any additional material or information 
          necessary for the claimant to perfect the claim, together with an
          explanation of why such material or information is necessary; and

          (d)  An explanation of the Plan's claim review procedure.

     5.2  Request for Review of a Denial of a Claim for Benefits.  Upon the
receipt by the claimant of written notice of denial of the claim, the claimant
may within ninety (90) days file a written request to the Committee, requesting
a review of the denial of the claim, which review shall include a hearing if
deemed necessary by the Committee. In connection with the claimant's appeal of
the denial of his or her claim, he or she may review relevant documents and may
submit issues and comments in writing.

     5.3  Decision Upon Review of Denial of Claim for Benefits.  The Committee
shall render a decision on the claim review promptly, but no more than sixty
(60) days after the receipt of the claimant's request for review, unless special
circumstances (such as the need to hold a hearing) require an extension of time,
in which case the sixty (60) day period shall be extended to one hundred-twenty
(120) days. Such decision shall:

          (a)  Include specific reasons for the decision;

          (b)  Be written in a manner calculated to be understood by the
          claimant; and

          (c)  Contain specific references to the relevant Plan provisions 
          upon which the decision is based.

The decision of the Committee shall be final and binding in all respects on both
the Company and the claimant.


VI.  ADMINISTRATION

     6.1  Plan Administration Committee.  The Plan shall be administered by the
Plan Administration Committee of the Company, which shall be the Administration
Committee of

                                       10
<PAGE>
 
the Plan.  The Administration Committee may assign duties to an officer or other
employees of the Company and delegate such duties as it sees fit.

     6.2  General Rights, Powers and Duties of Administration Committee.  The 
Plan Administration Committee shall be responsible for the management, operation
and administration of the Plan. In addition to any powers, rights, and duties
set forth elsewhere in the Plan, it shall have the following powers and duties
to:

          (a) Adopt, alter, and repeal such rules, regulations, guidelines, and
     practices consistent with the provisions of the Plan as it deems necessary
     for the proper and efficient administration of the Plan;

          (b) Administer the Plan in accordance with its terms and any rules and
     regulations it establishes;

          (c) Maintain records concerning the Plan sufficient to prepare
     reports, returns and other information required by the Plan or by law;

         (d) Construe and interpret the Plan, and to resolve all questions
     arising under the Plan;

         (e) Direct the Company to pay benefits under the Plan, and to give such
     other directions and instructions as may be necessary for the proper
     administration of the Plan;

         (f) Employ or retain agents, attorneys, actuaries, accountants or other
     persons who may also be employed by or represent the Company; and

         (g) Be responsible for the preparation, filing, and disclosure on
     behalf of the Plan of such documents and reports as are required by any
     applicable federal or state law.

     6.3 Information to be Furnished to Administration Committee. The records
of the Company shall be determinative of each Participant's period of
employment, age, Termination of Service and reason therefor, Disability, leave
of absence, reemployment, personal data, and Salary and Bonus. Participants and
their Beneficiaries shall furnish to the Administration Committee such evidence,
data or information, and execute such documents as the Administration Committee
requests.

     6.4 Responsibility.  No member of the Administration Committee or the
Committee shall be liable to any person for any action taken or omitted in
connection with the administration of this Plan unless attributable to his or
her own fraud or willful misconduct; nor shall the Company be liable to any
person for any such action unless attributable to fraud or willful misconduct on
the part of a director, officer or employee of the Company. Further, the

                                       11
<PAGE>
 
Company shall hold harmless and defend any individual in the employment of the
Company and any Director of the Company against any claim, action or liability
asserted against him or her in connection with any action or failure to act
regarding the Plan, except as and to the extent such liability may be based upon
the individual's own willful misconduct or fraud.  This indemnification shall
not duplicate, but may supplement, any coverage available under any applicable
insurance coverage.


VII.  AMENDMENT AND TERMINATION

     7.1 Termination or Amendment.  The Plan may be terminated, or amended in
whole or   in part, by the Committee at any time.  Notice of termination or of
any material amendment shall be given in writing to each Participant and each
Beneficiary of a deceased Participant.

          (a) No amendment shall retroactively decrease the balance of a
     Participant's Deferred Benefit Account or retroactively decrease the
     Interest Crediting Rate used prior to the date of the amendment.

          (b) The Committee reserves the right to terminate the Plan in its sole
     discretion. In its discretion, the Committee may consider termination of
     the Plan due to any one or more of a change in the tax law (or regulations
     relating thereto), employee benefit law (or regulations relating thereto),
     a Change of Control of the Company, or a change of the financial condition
     of the Company, any one of which as determined by the Committee in its sole
     discretion, adversely and materially affects the economics of the Plan for
     the Company or for Participants.

     7.2 Special Termination.  Any other provision of the Plan to the contrary
notwithstanding, the Plan shall terminate if the Plan is held to be ERISA Funded
or Tax Funded by a federal court, and appeals from that holding are no longer
timely or have been exhausted. The Company may terminate the Plan if it
determines, based on a legal opinion which is satisfactory to the Company, that
either judicial authority or the opinion of the U.S. Department of Labor,
Treasury Department or Internal Revenue Service (as expressed in proposed or
final regulations, advisory opinions or ruling, or similar administrative
announcements) creates a significant risk that the Plan will be held to be ERISA
Funded or Tax Funded, and failure to so terminate the Plan could subject the
Company or the Participants to material penalties. Upon any such termination,
the Company may:

          (a)  Transfer the rights and obligations of the Participants and the
     Company to a new plan established by the Company, which is not deemed to be
     ERISA Funded or Tax Funded, but which is similar in all other respect to
     this Plan, if the Company determines that it is possible to establish such
     a Plan;

                                       12
<PAGE>
 
          (b) If the Company, in its sole discretion, determines that it is not
     possible to establish the Plan in (a) above, each Participant shall be paid
     a lump sum benefit equal to the value of the vested portion of his or her
     Deferred Benefit Account;

          (c) Pay a lump sum benefit equal to the value of the vested portion of
     the Participant's Deferred Benefit Account to the extent that a federal
     court has held that the interest of the Participant in the Plan is
     includable in the gross income of the Participant for federal income tax
     purposes prior to actual payment of Plan benefits. The value of any amount
     remaining in the Participant's Deferred Benefit Account shall be remain as
     an obligation of the Company, to be paid to the Participant as provided in
     the Plan;

          (d) Pay to a Participant a lump sum benefit equal to the vested
     portion of a Participant's Deferred Benefit Account if, based on a legal
     opinion satisfactory to the Company, there is a significant risk that such
     Participant will be determined not to be part of a "select group of
     management or highly compensated employees" for purposes of ERISA.

Any benefit payable under this Section shall be payable in a lump sum as soon as
practicable following the Company's determination that the Plan is, or is likely
to be held to be, ERISA Funded or Tax Funded, but in no event later than ninety
(90) days following receipt of notice by the Committee that the Plan is ERISA
Funded or Tax Funded, or at such other date as may be determined by the
Committee in its sole discretion.


VIII.  MISCELLANEOUS

     8.1 Separation of Plan:  No Implied Rights.  The Plan shall not operate to
increase any benefit payable to or on behalf of a Participant (or his or her
Beneficiary) from any other Plan maintained by the Company. Neither the
establishment of the Plan nor any amendment thereof shall be construed as giving
any Participant, Beneficiary, or any other person any legal or equitable right
unless such right shall be specifically provided for in the Plan or conferred by
specific action of the Company in accordance with the terms and provisions of
the Plan. Except as expressly provided in this Plan, the Company shall not be
required or be liable to make any payment under this Plan.

     8.2 No Right to Company Assets.  Neither the Participant nor any other 
person shall acquire by reason of the Plan any right in or title to any assets,
funds or property of the Company whatsoever, including without limiting the
generality of the foregoing, any specific funds, assets or other property which
the Company, in its sole discretion, may set aside in anticipation of a
liability hereunder. Any benefits which become payable hereunder shall be paid
from the general assets of the Company. The Participant shall have only a
contractual right to the amounts, if any, payable hereunder, unsecured by any
asset of the Company.

                                       13
<PAGE>
 
Nothing contained in the Plan constitutes a guarantee by the Company that the
assets of the Company shall be sufficient to pay any benefits to any person.

   8.3 No Employment Rights.  Nothing herein shall constitute a contract of
employment or of continuing service or in any manner obligate the Company to
continue the services of the Participant, or obligate the Participant to
continue in the service of the Company, or as a limitation of the right of the
Company to discharge any of its employees, with or without cause. Nothing herein
shall be construed as fixing or regulating the Salary, Bonus, or other
remuneration payable to the Participant.

     8.4 Offset.  If, at the time payments or installments of payments are to be
made hereunder, the Participant or the Beneficiary or both are indebted or
obligated to the Company, then the payments remaining to be made to the
Participant or the Beneficiary or both may, at the discretion of the Company, be
reduced by the amount of such indebtedness or obligation, provided, however,
that an election by the Company not to reduce any such payment or payments shall
not constitute a waiver of its claim, or prohibit or otherwise impair the
Company's right to offset future payments for such indebtedness or obligation.

     8.5 Protective Provisions.  In order to facilitate the payment of benefits
hereunder, each employee designated eligible shall cooperate with the Company by
furnishing any and all information requested by the Company, including taking
such physical examinations as the Company may deem necessary, and taking such
other actions as may be requested by the Company. If the employee refuses to
cooperate, he or she shall not become a Participant in the Plan and the Company
shall have no further obligation to him or her under the Plan. In such event,
the Participant or his or her Beneficiary shall receive a benefit equal to his
or her deferral, including interest, paid in accordance with Section 4.4.

     8.6 Non-Assignability.  Neither the Participant nor any other person shall
have any voluntary or involuntary right to commute, sell, assign, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the amounts, if any, payable hereunder, or any part
thereof, which are expressly declared to be unassignable and non-transferrable
except by will or in accordance with the laws of descent and distribution. No
part of the amounts payable shall be, prior to actual payment, subject to
seizure or sequestration for the payment of any debts, judgements, alimony or
separate maintenance owed by the Participant or any other person, or be
transferrable by operation of law in the event of the Participant's or any other
person's bankruptcy or insolvency.

     8.7 Notice.  Any notice required or permitted to be given under the Plan
shall be sufficient if in writing and hand delivered, or sent by registered or
certified mail to the last known address of the Participant if to the
Participant, or, if given to the Company, to the principal office of the
Company, directed to the attention of the Committee. Such notice shall

                                       14
<PAGE>
 
be deemed given as of the date of delivery, or, if delivery is made by mail, as
the date shown on the postmark or the receipt for registration or certification.

     8.8 Governing Laws.  The Plan shall be construed and administered according
to the laws of the State of Illinois.

IN WITNESS WHEREOF, the Company has adopted the Hartmarx Deferred Compensation
Plan as of the Plan Effective Date.

                                 HARTMARX CORPORATION


                                 By  __________________________________

                                 Its __________________________________

                                 Date ____________________________________




                                       15