Haggar Corp. Split-dollar Insurance Plan

FIRST AMENDMENT TO

HAGGAR CORP. SPLIT-DOLLAR INSURANCE PLAN





1. Introduction . This First Amendment to the Haggar Corp. Split-Dollar Insurance Plan (the " Amendment "), dated as of this 14 day of February, 2003, is made and adopted by Haggar Corp., a Nevada corporation with its principal place of business in Dallas, Texas (the " Corporation "), and consented to by the parties named on the signature page hereto. The Haggar Corp. Split-Dollar Insurance Plan (the " Plan ") was approved by the Corporation and was effective October 1, 1999. Pursuant to Section 17, the Plan is hereby amended as set forth herein. Capitalized terms used herein, but not otherwise defined, shall have the same meaning assigned to them in the Plan.



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



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



"(i) a merger or consolidation of the Corporation or Haggar Clothing Co. with or into another entity, or the exchange of securities (other than a merger or con ...