**Exhibit 10(i)**

 

**FIRST AMENDMENT TOTRUST UNDER THEHAGGAR CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

 

This First Amendment to Trust Under the Haggar Corp. SupplementalExecutive Retirement Plan (this “**Amendment**”)is entered into this 14 day of February, 2003 (the “**Effective Date**”), by and between HaggarClothing Co., a Nevada corporation, having its principal place of business inDallas, Texas (“**Corporation**”),and David Tehle (“**Trustee**”).  Capitalized terms used herein, but nototherwise defined, shall have the same meaning assigned to them in the TrustAgreement (as defined below).

 

**RECITALS**

 

A.            Corporationand Trustee entered into that certain Trust Under the Haggar Corp. SupplementalExecutive Retirement Plan, dated as of October 1, 1999 (the “**Trust Agreement**”);  and

 

B.            Pursuantto Section 12(a) of the Trust Agreement, the parties desire to amend the termsof the Trust Agreement as set forth herein.

 

**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 to Section 13(d).**  Section 13(d)(1) of the Trust Agreement ishereby amended as follows:

 

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

 

“(i) a merger orconsolidation of Haggar Corp. or the Corporation with or into another entity,or the exchange of securities (other than a merger or consolidation) by theholders of the voting securities of Haggar Corp. or the Corporation and theholders of voting securities of any other entity, in which the shareholders ofHaggar Corp. or the Corporation immediately before the transaction do not own50% or more of the combined voting power of the voting securities of thesurviving entity or its parent immediately after the transaction,”

 

(b)                                 Thephrase “of two (2) consecutive years” is deleted from clause (v).

 

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

 

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4.             **Governing Law.**  This Amendment shall be governed by andconstrued in accordance with the laws of Texas.

 

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

 
|   |        | **HAGGAR:**                            |
|--------|-------------|----------------------------------------|
|   |        |                                   |
|   |        | **HAGGAR CLOTHING CO.,**               |
|   |        | a Nevada corporation                   |
|   |        |                                   |
|   |        |                                   |
|   |        | /s/  David Tehle             |
|   |        | Name:  David Tehle                |
|   |        | Title:  Executive Vice  President |
|   |        | and Chief  Financial Officer           |
|   |        |                                   |
|   |        | **TRUSTEE:**                           |
|   |        |                                   |
|   |        |                                   |
|   |        | /s/  David Tehle             |
|   | David Tehle |

 

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