<PAGE>


                                                                  EXHIBIT 10-J-3
                                                                  --------------

                          [HARTMAX LOGO APPEARS HERE]




                           DEFERRED COMPENSATION PLAN







                            EFFECTIVE JANUARY 1, 2002

<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
executives 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.


                                       1

<PAGE>

         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 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

<PAGE>

         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.

         2.11 "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 calendar
quarter. 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, 2002.


                                       3

<PAGE>

         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.

         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.


                                       4

<PAGE>

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, 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, 2002, a Participant must elect to
defer his or her Bonus otherwise payable during calendar year 2002 prior to the
end of the 2001 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 twenty-five percent (25%) 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) 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.


                                       5

<PAGE>

         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.

 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


                                       6

<PAGE>

his or her Deferred Benefit Account, determined under Section 4.1 as of the date
of Termination of Service. Unless otherwise directed by the Administration
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.

         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 Administration Committee, the Administration
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.


                                       7

<PAGE>

         4.7 Emergency Benefit. In the event that the Administration 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 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 Administration 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 Administration 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.


                                       8

<PAGE>

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 Administration Committee may, in its sole discretion, pay the
value of a Disabled Participant's Deferred Benefit Account in a lump sum.

Upon a written request by a Participant filed with the Administration Committee
at least one year prior to the date of retirement, 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 Administration
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
Administration 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
Administration Committee in such form as the Administration Committee requires,
and may change such designation without the consent of such Beneficiary or
Beneficiaries by filing a new designation in writing with the Administration
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
Administration 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 Administration
Committee may select.


                                       9

<PAGE>

5.        CLAIM FOR BENEFITS PROCEDURE
          ----------------------------

         5.1 Claim for Benefits. Any claim for benefits under the Plan shall be
             ------------------
made in writing to the Administration Committee. If such claim for benefits is
wholly or partially denied by the Administration Committee, the Administration
Committee shall, within a reasonable period of time, but not later than sixty
(60) days after 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 Administration
Committee, requesting a review of the denial of the claim, which review shall
include a hearing if deemed necessary by the Administration 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
             ----------------------------------------------------
Administration 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.


                                       10

<PAGE>

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

II       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 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


                                       11

<PAGE>

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 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


                                       12

<PAGE>

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;

                  (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 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.


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<PAGE>

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. 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 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     Vice President-Compensation & Benefits

                             Date    November 30, 2001
                                     -----------------------------------------


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