**Exhibit 10(j)**

 

**FIRST AMENDMENT TOPARTICIPATION AGREEMENT UNDER THEHAGGAR CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

 

This First Amendment to Participation Agreement Under the Haggar Corp.Supplemental Executive Retirement Plan (this “**Amendment**”) is entered into this 14 day of February, 2003(the “**Effective Date**”), byand between Haggar Clothing Co., a Nevada corporation, having its principalplace of business in Dallas, Texas (“**ParticipatingEmployer**”), and J. M. Haggar, III (the “**Participant**”).  Capitalized terms used herein, but nototherwise defined, shall have the same meaning assigned to them in theParticipation Agreement (as defined below).

 

**RECITALS**

 

A.            ParticipatingEmployer and Participant entered into that certain Participation AgreementUnder the Haggar Corp. Supplemental Executive Retirement Plan, dated as ofOctober 1, 1999 (the “**Participation Agreement**”);  and

 

B.            Theparties desire to amend the terms of the Participation Agreement as set forthherein.

 

**AGREEMENT**

 

NOW, THEREFORE, in consideration of the premises and agreements hereincontained and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.             **Amendment of Section 4**.  Section 4 of the Participation Agreement ishereby amended by adding the following to the end of the Participant’s VestedBenefit Schedule:

 

| **Percent Vested** |   | **Continued  Service Until Attainment of Age**                   |
|--------------------|--------|------------------------------------------------------------------|
| 100%               |   | Any age upon  a Change of Control under Section 4.2 of the Plan. |

 

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

 

3.             **Counterparts**.  This Amendment may be executed in multiple counterparts, each ofwhich shall be deemed an original and together shall constitute one and thesame Amendment.

 

4.             **Governing Law**.  This Amendment shall be governed by andconstrued in accordance with the laws of the State of Texas without applicationof the conflict of laws principles thereof, except to the extent preempted byfederal law, which shall govern to such extent.

 

[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]

 

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

 
|   |   | **PARTICIPATING EMPLOYER:**            |
|--------|--------|----------------------------------------|
|   |   |                                   |
|   |   | **HAGGAR CLOTHING CO.,**               |
|   |   | a Nevada corporation                   |
|   |   |                                   |
|   |   |                                   |
|   |   | /s/  David Tehle             |
|   |   | Name:  David Tehle                |
|   |   | Title:  Executive Vice  President |
|   |   | and Chief  Financial Office            |
|   |   |                                   |
|   |   | **PARTICIPANT:**                       |
|   |   |                                   |
|   |   |                                   |
|   |   | /s/  J. M. Haggar, III       |
|   |   | J. M. Haggar, III                      |

 

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