**Exhibit 10(h)**

 

**FIRST AMENDMENT TOHAGGAR CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

 

**1.             Introduction.**  This FirstAmendment to the Haggar Corp. Supplemental Executive Retirement Plan (the “Amendment”), dated as of this 14 day of February, 2003, ismade and adopted by Haggar Corp., a Nevada corporation (the “Corporation”), and consented to by the parties named on thesignature page hereto.  The Haggar Corp.Supplemental Executive Retirement Plan (the “Plan”) was authorized and adopted by the Compensation Committeeof the Board of Directors of the Corporation, and was effective October 1,1999.  Pursuant to Article 6.1, the Planis hereby amended as set forth herein. Capitalized terms used herein, but not otherwise defined, shall have thesame meaning assigned to them in the Plan.

 

**2.             Definition of Change in Control. **Section 1.5 of the Plan is hereby amended asfollows:

 

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

 

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

 

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

 

(c)           All occurrences of “a ParticipatingEmployer” or “the Participating Employer’s” are replaced by “Haggar ClothingCo.” or “Haggar Clothing Co.’s”, as applicable.

 

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

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

 

**5.             Counterparts. **This Amendment may be executed in multiplecounterparts, each of which shall be deemed an original and together shallconstitute one and the same Amendment.

** **

**6.             Governing Law.**  TheProvisions of this Amendment shall be construed according to the law of theState of Texas excluding the provisions of any such laws that would require theapplication of the laws of another jurisdiction.

 

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IN WITNESS WHEREOF, this Amendment has been entered into as of the dateand 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 ARTICLE 6.1 OF THE PLAN,THE FOLLOWING INDIVIDUALS EXPRESSLYCONSENT TO THE AMENDMENT:**

 

 
| /s/  Frank D. Bracken  |   |
|----------------------------------|--------|
| Frank D. Bracken                 |
|                             |
|                             |
| /s/  J. M. Haggar, III |   |
| J. M. Haggar, III                |

 

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