Untitled Document




SECOND
AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT 



     This
Second  Amendment  to  Executive  Employment  Agreement  (this  “Amendment”) is
entered into this 18th day of August,  2004 (the “Effective  Date”),  by and
between J.M.  Haggar,  III, an individual  residing in Dallas  County,  Texas  (“Executive”),
and Haggar  Clothing  Co., a Nevada  corporation,  having  principal  offices  at 11511
Luna  Road,  Dallas,  Texas  (“Haggar”).  Capitalized  terms used  herein, but
not otherwise  defined,  shall have the same meaning assigned to them in  the Employment
Agreement (as defined below).
 


RECITALS 


     A.
Executive  and Haggar  entered  into that certain  Executive  Employment  Agreement,
dated as of July 24, 2001 (the “Employment Agreement”);
 


     B.
The parties  amended the  Employment  Agreement  effective  February 14,  2003 to
revise the  definition  of Change in Control for purposes of the  Employment  Agreement;
 


     C.
The  parties  desire  to amend  the  Employment  Agreement  as set forth  herein; and
 


     D.
Haggar desires to continue to employ  Executive,  and Executive  desires  to continue his
employment with Haggar,  subject to the following  modifications  of  the Employment
Agreement.
 


AGREEMENT 


     NOW,
THEREFORE,  in consideration of the promises and agreements herein  contained and other
good and valuable consideration,  the receipt and sufficiency of  which are hereby
acknowledged, the parties agree as follows:
 


     1.
Amendment to Section E.  Section E.5  is hereby added to the  Employment
Agreement to read as follows:
 


	 	5.
Supplemental Payment.
 






	 	     On
or about  October 27,  2004,  and on each of the subsequent  12 anniversaries  thereof
Executive  shall be entitled to a cash  payment  of  $34,227,  with such  payment  to
include an additional  amount to pay  income tax on same; provided,  that,  such annual
cash payment  shall only  be due to the  Executive  as long as  the  Executive is
employed by Haggar  or performs  consulting services for  Haggar,  as reasonably
requested by  Haggar  from  time  to  time.  This  Section  E.5,  notwithstanding
anything  to  the  contrary  herein,  shall  survive  the  termination  of  this
Agreement and shall be binding  on Haggar and its successors.
 




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     2.
Effect.  Except as amended by this  Amendment,  all of the provisions of  the Employment
Agreement are hereby  affirmed,  ratified and declared to be in full  force and effect.
 


     3.
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.
 


     4.
Governing  Law.  This  Amendment  shall  be  governed,  construed  and  enforced in
accordance  with the laws of the State of Texas,  without  giving effect  to its rules
governing choice of law.
 


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






	 	 	EXECUTIVE
	 	 	 	

      

      
	 	 	By:   	/s/ J.M.
      Haggar, III
	 	  	 	 

	 	 	 	 J.M.
      Haggar, III
	 	 	 	 
	 	 	 	 
	 	 	HAGGAR:
	 	 	 	 
	 	 	HAGGAR
      CLOTHING CO., a Nevada corporation
	 	 	 	 
	 	 	By:   	/s/ Frank Bracken
	 	 	 	


	 	 	Name:   	Frank Bracken
	 	 	 	


	 	 	Title:   	President and Chief Operating Officer
	 	 	 	





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