Split-dollar Insurance Plan

HAGGAR CORP.


SPLIT-DOLLAR INSURANCE PLAN


WHEREAS, HAGGAR CORP., a Nevada Corporation with its principal place of business in Dallas, Texas, (hereinafter referred to as the "Corporation"), desires to implement the Haggar Corp. Split-Dollar Insurance Plan; and


WHEREAS, the Corporation desires to recognize the valued service of certain of its employees; and


WHEREAS, the Corporation is willing to pay the premiums due on employee life insurance protection as an additional employment benefit for such employees on the terms and conditions set forth in this plan document and any split-dollar life insurance agreement issued hereunder; and


WHEREAS, the following shall constitute the provisions of the Haggar Corp. Split-Dollar Insurance Plan, effective as of October 1, 1999.


1. DEFINITIONS.


a. CHANGE OF CONTROL. Change of Control means (i) a merger or
consolidation of the Corporation with or into another
corporation in which the Corporation shall not be the
surviving corporation (other than a merger undertaken
solely in order to reincorporate in another state) (for
purposes hereof, the Corporation shall not be deemed the
surviving corporation in any such transaction if, as the
result thereof, it becomes a wholly-owned subsidiary of
another corporation), (ii) a dissolution of the Corporation,
(iii) a transfer of all or substantially all of the assets
of the Corporation in one transaction or a series of
related transactions to one or more other persons or
entities, (iv) a transaction or series of transactions that
result in any entity, person or Group, other than J.M.
Haggar III, any person, entity or Group under his control,
or a trustee or other fiduciary holding securities under an
employee benefit plan maintained by the Corporation or any
Subsidiary, becoming the beneficial owner, directly or
indirectly, of securities of the Corporation representing
more than 50% of the combined voting power of the
Corporation's then outstanding securities, or (v) during
any period of two (2) consecutive years commencing on or
after October 1, 1999, individuals who at the beginning of
the period constituted the Board cease for any reason to
constitute at least a majority, unless the election of each
director who was not a director at the beginning of the
period has been approved in advance by directors representing
at least two-thirds (2/3) of the directors then in office
who were directors at the beginning of the period. As used
herein, "Group" means persons who act in concert as described
described in Sections 13(d)(3) and/or 14(d)(2) of the
Securities Exchange Act of 1934, as amended, or any successor
statute.


b. CORPORATION. Corporation means Haggar Corp.


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c. DISABILITY. A Participant's Disability shall mean a physical,
mental or emotional injury, illness or disorder that renders
him unable to capably perform substantially all of his usual
and customary duties for the Corporation with the degree of
decorum and dignity normally associated with employment in a
similar capacity. If there is a disagreement between the
Corporation and the Participant concerning the existence of
a Disability, it shall be resolved by the majority opinion
of three physicians, one appointed by the Corporation, one
appointed by the Participant, and the third appointed by the
first two physicians. The Corporation shall pay the cost of
assessment and determination by the physicians


d. EFFECTIVE DATE. The Plan shall be effective as of October 1,
1999.


e. ELIGIBLE EMPLOYEE. An Eligible Employee shall be any
employee who is a member of a select group of management and
highly compensated employees of the Corporation or any
Subsidiary, who is designated as such by the Corporation in
accordance with Section 3 of this Plan, and who satisfies
the insurability requirements established by the Corporation
under Section 7 of this Plan.


f. INSURER. Insurer means the insurance company issuing the
policy of life insurance protection for the life of an
Eligible Employee that is duly identified in a Split-Dollar
Insurance Agreement entered into by the Corporation and the
Eligible Employee.


g. OWNER. Owner means the Participant or the person or entity
designated as the Owner in the Split-Dollar Insurance
Agreement. If the Policy is a Participant-owned Policy, on
the death of a Participant or the Participant and his spouse
which results in the payment of a death benefit from the
Policy, Owner may also refer to the beneficiary or
beneficiaries designated by the Participant to receive the
death benefit thereunder.


h. PARTICIPANT. Participant means an Eligible Employee of the
the Corporation that has entered into a Split-Dollar
Insurance Agreement with the Corporation.


i. PLAN. Plan means the Haggar Corp. Split-Dollar Insurance
Plan.


j. POLICY. Policy means the policy of life insurance purchased
pursuant to and duly identified in a Split-Dollar Insurance
Agreement entered into between the Corporation and a
Participant.


k. SPLIT-DOLLAR INSURANCE AGREEMENT. Split-Dollar Insurance
Agreement means the agreement entered into by the
Corporation and a Participant pursuant to the terms of this
Plan.


l. SUBSIDIARY. Subsidiary means any corporation in which the
Corporation owns stock possessing 80 per cent or more of the
total combined voting power of all classes of stock.


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2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by and in
the sole discretion of the Corporation. The Corporation may, subject
to the provisions of the Plan, enter into Split-Dollar Insurance
Agreements under the Plan and shall have the power to construe the
Plan, to determine all questions thereunder, to adopt and amend such
rules and regulations for the administration of the Plan as it may
deem desirable and it shall be responsible for establishing and
carrying out a funding policy and method consistent with the
objectives of this Plan. The decisions of the Corporation shall be
final, conclusive, and binding upon all parties whomsoever. In
administering the Plan, the Corporation may employ accountants and
counsel (who may be the independent auditors and outside counsel for
the Corporation) and other persons to assist or render advice to it.


3. DESIGNATION OF ELIGIBLE EMPLOYEE. The Corporation shall, from time to
time and in its sole discretion, designate certain employees or
officers of the Corporation or the Corporation's Subsidiary as
Eligible Employees, subject to their satisfaction of the insurance
underwriting process in accordance with Section 7 of this Plan.


4. PARTICIPATION. An Eligible Employee may become a Participant in the
Plan by entering into a Split-Dollar Insurance Agreement with the
Corporation.


5. PURCHASE OF POLICY. Contemporaneous with the execution of the Split-
Dollar Insurance Agreement, the Owner will purchase a policy of life
insurance insuring the life of the Participant or the Participant and
his spouse (the "Policy"). The terms of the Policy, including the
identity of the Insurer issuing such Policy and the total face amount
of the Policy, are subject to the approval of the Corporation. The
Policy shall conform to and is subject to the terms and conditions of
this Plan, the Split-Dollar Insurance Agreement and the collateral
assignment filed with the Insurer relating to the Policy.


6. OWNERSHIP OF POLICY. The Owner shall be the sole and absolute owner of
the Policy, and may exercise all ownership rights granted to the owner
thereof by the terms of the Policy, except as may otherwise be
provided herein or in the Split-Dollar Insurance Agreement and the
collateral assignment of the Policy.


7. INSURABILITY STANDARDS. Each employee designated as an Eligible
Employee and his spouse, if applicable, must comply with underwriting
procedures, as established by the Corporation, to determine that the
Insurer's underwriting requirements are met, including a requirement
that the employee and/or his spouse undergo a physical examination.
An employee of the Corporation will not be an Eligible Employee
unless the Insurer's underwriting requirements are met. The
Corporation shall have no obligation to an employee, nor shall an
employee enter into any Split-Dollar Insurance Agreement, absent
satisfaction of the Insurer's underwriting requirements.


8. POLICY DIVIDENDS. Unless otherwise provided in the Split-Dollar
Insurance Agreement, any dividend declared on the Policy shall be
applied to purchase paid-up additional insurance on the life of the
Participant. If the Policy does not permit the use of dividends to
purchase paid-up additional insurance, the dividends shall be applied
as mutually


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agreed by the Corporation and the Participant at the time the
Split-Dollar Insurance Agreement is entered into by the Corporation
and the Participant.


9. PAYMENT OF PREMIUMS. The Corporation shall pay the full amount of the
premium to the Insurer within the period permitted for such payments,
and shall, upon request, furnish the Participant with evidence of such
premium payments. The Corporation shall annually Furnish the
Participant with a statement of the amount of income reportable by the
Participant for federal income tax purposes as a result of the life
insurance protection provided the Participant.


10. COLLATERAL ASSIGNMENT. To secure the repayment to the Corporation of
the amount of premiums on the Policy paid by the Corporation, the
Owner shall assign the Policy to the Corporation as collateral. In
addition to those rights in the Policy granted to the Corporation by
this Plan, the Split-Dollar Insurance Agreement or the collateral
assignment, the Corporation shall have the absolute right to be
repaid the amounts it has paid toward premiums on the Policy in
accordance with the Split-Dollar Insurance Agreement. The collateral
assignment of the Policy to the Corporation shall not be terminated,
altered, or amended by the Owner without the express written consent
of the Corporation. The collateral assignment shall conform to and is
subject to the terms and conditions of this Plan and the Split-Dollar
Insurance Agreement.


11. LOANS. The Corporation shall have the right to obtain one or more
loans or advances on the Policy, either from the Insurer, or, at any
time, from other persons, and to pledge or assign the Policy as
security for such loans or advances, but only up to the amount of
premiums paid by the Corporation on the Policy at the time of the
loan or advance, less the amount of any loans or advances theretofore
obtained upon the security of the Policy. The Participant shall have
no right to obtain a loan or advance on the Policy prior to the
termination of the Split-Dollar Insurance Agreement.


12. LIMITATION ON OWNER'S RIGHTS IN POLICY.


a. The Owner shall take no action with respect to the Policy
which would in any way compromise or jeopardize the
Corporation's right to be repaid the amounts it has paid
toward premiums on the Policy while the Split-Dollar
Insurance Agreement is in effect. Except as otherwise
provided herein, the Owner shall not sell, assign, transfer,
or borrow against, surrender or cancel the Policy without
the express written consent of the Corporation.


b. Notwithstanding any provision hereof to the contrary, the
Owner shall have the right to absolutely and irrevocably
give to a donee all of his right, title and interest in and
to the Policy, subject to the Split-Dollar Insurance
Agreement and the collateral assignment of the Policy to the
Corporation. The Owner may exercise this right by executing
a written transfer of ownership and delivering such document
to the Corporation. Upon receipt of such form, executed by
the Owner and duly accepted by the donee thereof, the
Corporation shall consent thereto in writing, and shall
thereafter treat the Owner's donee as the sole owner of all
of the employee's right, title and interest in and to the
Policy, subject to the Split-Dollar


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Insurance Agreement and the collateral assignment of the
Policy to the Corporation. Thereafter, the Owner shall have
no right, title or interest in and to the Policy, all such
rights being vested in and exercisable only by such donee.


13. COLLECTION OF DEATH PROCEEDS.


a. Upon the death of the Participant or the Participant and his
spouse, as applicable, which results in the payment of a
death benefit under the Policy, the Corporation shall have
the unqualified right to receive a portion of such death
benefit equal to the total amount of the premiums paid by
the Corporation reduced by any outstanding loans or advances
obtained by the Corporation from the Insurer and secured by
the Policy, including any interest due on such indebtedness.
The balance of the death benefit provided under the Policy,
if any, shall be paid directly to the Owner in the manner
and in the amount or amounts provided in the Policy. In no
event shall the amount payable to the Corporation hereunder
exceed the Policy proceeds payable at the death of the
employee. No amount shall be paid from such death benefit to
the Owner until the full amount due the Corporation
hereunder has been paid. The beneficiary designation
provision of the Policy shall conform to the provisions of
this Plan and the Split-Dollar Insurance Agreement.


b. Upon the death of the Participant or the Participant and his
spouse as provided above, when such benefit has been
collected and paid to the Corporation as provided above, the
Split-Dollar Insurance Agreement shall terminate.


c. Notwithstanding any provision hereof to the contrary, in the
event that, for any reason whatsoever, no death benefit is
payable under the Policy upon the death of the Participant
or his spouse, if applicable, and in lieu thereof the
Insurer refunds all or any part of the premiums paid for the
Policy, the Corporation shall have the unqualified right to
such premiums. Any amounts paid by the Insurer in excess of
the total amount of premiums paid by the Corporation shall
be paid to the Owner.


14. TERMINATION OF THE SPLIT-DOLLAR INSURANCE AGREEMENT PRIOR TO PAYMENT OF
DEATH BENEFIT.


a. The Split-Dollar Insurance Agreement shall terminate prior to
the payment of a death benefit from the Policy, without
notice, upon the occurrence of any of the following events:


(i) total cessation of the Corporation's business;
(ii) bankruptcy, receivership or dissolution of the
Corporation;
(iii) termination of the Participant's employment by the
Corporation (other than by reason of his death or
Disability); or
(iv) as mutually agreed in writing by the Corporation and
the Participant or by the Corporation and the
Participant's spouse, if applicable, either in the
Split-Dollar Insurance Agreement or a separate
written agreement.


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Notwithstanding the above, the Split-Dollar Insurance
Agreement shall not terminate following the termination of a
Participant's employment by the Corporation if such
termination of employment occurs within ninety (90) days
prior to, or within one (1) year following, a Change of
Control of the Corporation unless the Owner consents in
writing to the termination of the Split-Dollar Insurance
Agreement.


b. In addition, the Participant, or his spouse if applicable,
may terminate this Agreement by written notice to the
Corporation. Such termination shall be effective as of the
date of such notice.


c. Except following a Change of Control, the Corporation has the
sole right to surrender the Policy and enforce its right to
be repaid the amount of the premiums on the Policy paid by
it from the cash surrender value of the Policy under the
collateral assignment of the Policy. Following a Change of
Control, the Corporation may surrender the Policy only with
the consent of the Owner. When the surrender proceeds have
been received and the amount of premiums paid by the
Corporation have been repaid to the Corporation, the
Split-Dollar Insurance Agreement shall terminate.


15. DISPOSITION OF THE POLICY ON TERMINATION OF THE SPLIT-DOLLAR INSURANCE
AGREEMENT PRIOR TO PAYMENT OF DEATH BENEFIT.


a. For sixty (60) days after the date of the termination of the
Split-Dollar Life Insurance Agreement prior to the time a
death benefit is payable under the Policy, the Owner shall
have the option of obtaining the release of the collateral
assignment of the Policy to the Corporation. To obtain such
release, the Owner shall repay to the Corporation the total
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