**Exhibit 10(l)**

 

**FIRST AMENDMENT TO**

**HAGGAR CORP. SPLIT-DOLLAR INSURANCE PLAN**

 

**1.             Introduction.**  ThisFirst Amendment to the Haggar Corp. Split-Dollar Insurance Plan (the “**Amendment**”), dated as of this 14 day ofFebruary, 2003, is made and adopted by Haggar Corp., a Nevada corporation withits principal place of business in Dallas, Texas (the “**Corporation**”), and consented to by theparties named on the signature page hereto. The Haggar Corp. Split-Dollar Insurance Plan (the “**Plan**”) was approved by the Corporationand was effective October 1, 1999. Pursuant to Section 17, the Plan is hereby amended as set forthherein.  Capitalized terms used herein,but not otherwise defined, shall have the same meaning assigned to them in thePlan.

 

**2.             Definition of Change in Control.** Section 1(a) of the Plan is hereby amended as follows:

 

(a)           Clause (i) isdeleted in its entirety and replaced with the following:

 

“(i) a merger or consolidation of the Corporation or Haggar ClothingCo. with or into another entity, or the exchange of securities (other than amerger or consolidation) by the holders of the voting securities of theCorporation or Haggar Clothing Co. and the holders of voting securities of anyother entity, in which the shareholders of the Corporation or Haggar ClothingCo. immediately before the transaction do not own 50% or more of the combinedvoting power of the voting securities of the surviving entity or its parentimmediately after the transaction,”

 

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

 

(c)           Insert “or HaggarClothing Co.” following all occurrences of the word “Corporation”, and “orHaggar Clothing Co.’s” following all occurrences of the word “Corporation’s” inclauses (ii) through (iv).

 

**3.             Effect on Other Provisions. **Exceptas expressly amended hereby, the Plan shall remain in full force and effect asoriginally adopted.

 

**4.             Adoption by Board. **Theforegoing amendments to the Plan were adopted by the Board of Directors of theCorporation 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.**  This Amendment shall be governed by andconstrued in accordance with the laws of the State of Texas.

 

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IN WITNESSWHEREOF, this Amendment has been entered into as of the date and year firstabove written.

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

 

 

**FORPURPOSES OF SECTION 17 OF THE PLAN,THE FOLLOWING PARTICIPANTS EXPRESSLYCONSENT TO THE AMENDMENT:**

 

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

 

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