FIRST AMENDMENT

OF

FARAH U. S. A., INC.

BARGAINING UNIT PENSION PLAN

WHEREAS, Farah Incorporated (the "company") maintains the Farah U. S. A., Inc. Bargaining Unit Pension Plan (the "plan"); and

WHEREAS, the plan was last amended and restated on December 31, 1994, effective generally on January 1, 1990, and further amendment of the plan now is considered desirable to bring the plan into compliance with section 767 (a) of the Uruguay Round Agreements Act (P. L. 103-465), effective with respect to distributions payable on or after January 1, 1996.

NOW, THEREFORE, by virtue and in exercise of the power reserved to the company by Section 6.4 of the plan and delegated to the undersigned officer by resolution of its Board of Directors adopted at the March 13-15, 1995 meeting of the Board of Directors, the plan be and it hereby is amended effective January 1, 1996, as follows:

1. Section 1.1(A)(23) of the plan shall be deleted in its entirety and the following section inserted in lieu thereof: 

"(23) The term "actuarially equivalent" as used herein means equality in value of the aggregate amounts expected to be received under different forms of payment based upon the same mortality and interest rate assumptions. Unless specifically provided otherwise under the provisions hereof, the mortality and interest rate assumptions used in computing benefits payable on behalf of a participant upon his retirement or termination of service and upon the exercise of optional forms of retirement income under the plan shall be the Unisex Pension Mortality Table Projected to 1984 (UP-1984 Table) and an 8% interest rate.  Any provisions above to the contrary notwithstanding, if the applicable mortality table described in Section 417(e)(3)(A)(ii)(I) of the Internal Revenue Code of 1986, as amended, and regulations issued pursuant thereto (which shall be based on the prevailing commissioners' standard table described in Section 807(d)(5)(A) of the Internal Revenue Code of 1986, as amended, used to determine reserves for group annuity contracts issued on the date as of which present value is being determined without regard to any other subparagraph of Section 807(d)(5)) (the "Applicable Mortality Table"), and the applicable interest rate described in Section 417(e)(3) (A)(ii)(II) of the Internal Revenue Code of 1986, as amended, and regulations issued pursuant thereto (the annual rate of interest on 30-year Treasury securities) as of the first day of November immediately preceding the plan year during which the distribution is made or commences (the "Applicable Interest Rate"), will result in a larger distribution being payable to the participant or his beneficiary, as the case may be, the interest rate and mortality assumptions used to compute the amount of any actuarially equivalent lump-sum distribution that is payable on  or after January 1, 1996 or any other actuarially equivalent form of distribution that initially commences on or after January 1, 1996 and that provides payments in the form of a decreasing annuity or that provides payments for a period less than the life of the participant (or, in the case of a death benefit payable to his beneficiary under the provisions of Section 2.3(G), 2.4(A)(3) or 2.4(B) hereof, for a period less than the life of his beneficiary) shall be equal to the Applicable Mortality Table and Applicable Interest Rate. For the above purposes, a joint and survivor annuity form of payment which may decrease upon the death of the participant or his joint pensioner shall be deemed to be a non-decreasing annuity."

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