DUCK HEAD APPAREL COMPANY, INC.

DEFERRED COMPENSATION PLAN

FOR

KEY MANAGERS

Effective [ ], 2000

TABLE OF CONTENTS

Page

ARTICLE I. REFERENCES, CONSTRUCTION AND DEFINITIONS.................................................... 1
1.1 Adjustment Date...................................................................... 1
1.2 Beneficiary.......................................................................... 1
1.3 Board................................................................................ 2
1.4 Code................................................................................. 2
1.5 Committee............................................................................ 2
1.7 Compensation......................................................................... 2
1.8 Deemed Deferrals..................................................................... 2
1.9 Deferral Account..................................................................... 3
1.10 Deferral Election.................................................................... 3
1.11 Disability........................................................................... 4
1.12 Effective Date....................................................................... 4
1.13 Elective Deferrals................................................................... 4
1.14 Elective 401(k) Deferrals............................................................ 4
1.15 Employee............................................................................. 4
1.16 Employment Year...................................................................... 4
1.17 ERISA................................................................................ 4
1.18 Hour of Service...................................................................... 4
1.19 Installment Account.................................................................. 5
1.20 Interest Equivalent.................................................................. 5
1.21 Lump Sum Account..................................................................... 5
1.22 Month of Service..................................................................... 5
1.23 Named Fiduciary...................................................................... 5
1.24 Participant.......................................................................... 5
1.25 Participating Company................................................................ 5
1.26 Plan................................................................................. 5
1.27 Plan Administrator................................................................... 5
1.28 Plan Year............................................................................ 5
1.29 Retirement........................................................................... 5
1.30 Savings Plan......................................................................... 6
1.31 Termination of Service............................................................... 6
1.32 Trigger Event........................................................................ 6
1.33 Year of Service...................................................................... 6

ARTICLE II. ELIGIBILITY AND PARTICIPATION.............................................................. 6
2.1 Eligibility.......................................................................... 6
2.2 Participation........................................................................ 6
2.3 Elective Deferrals................................................................... 6
2.4 Limitations on Elective Deferrals.................................................... 7
2.5 Deemed Deferrals..................................................................... 7
2.6 Method-of-Payment Election........................................................... 7

ARTICLE III. ACCOUNTS OF PARTICIPANTS.................................................................. 7
3.1 Accounts............................................................................. 7
3.2 Accounting of Lump Sum Account....................................................... 7
3.3 Accounting of Installment Account.................................................... 8
3.4 Accounting of Level-Payment Installment Account ..................................... 8

ARTICLE IV. VESTING.................................................................................... 9
ARTICLE V. BENEFITS.................................................................................... 9
5.1 Method and Timing.................................................................... 9
5.2 Payments to Beneficiary.............................................................. 10
5.3 Withholding Taxes; Employment Taxes.................................................. 10
5.4 Payments To Relieve Financial Hardship............................................... 10

ARTICLE VI. DESIGNATION OF BENEFICIARIES............................................................... 10
6.1 Beneficiary Designation.............................................................. 10
6.2 Failure to Designate Beneficiary..................................................... 11

ARTICLE VII. COMMITTEE................................................................................. 11
7.1 Authority............................................................................ 11
7.2 Voting............................................................................... 11
7.3 Records.............................................................................. 11
7.4 Liability............................................................................ 11
7.5 Ministerial Duties................................................................... 11

ARTICLE VIII. AMENDMENT AND TERMINATION................................................................ 11

ARTICLE IX. CLAIMS PROCEDURE........................................................................... 12
9.1 Filing of a Claim for Benefits....................................................... 12
9.2 Notification to Claimant of Decision................................................. 12
9.3 Procedure for Review................................................................. 12
9.4 Decision on Review................................................................... 12
9.5 Action by Authorized Representative of Claimant...................................... 13

ARTICLE X. MISCELLANEOUS .............................................................................. 13
10.1 Nonalienation of Benefits............................................................ 13
10.2 No Trust Created..................................................................... 13
10.3 No Employment Agreement.............................................................. 13
10.4 Funding Policy....................................................................... 13
10.5 Binding Effect....................................................................... 13
10.6 Entire Plan.......................................................................... 14
10.7 Merger or Consolidation.............................................................. 14
10.8 Payment to Incompetent............................................................... 14
10.9 No Contributions..................................................................... 14

DUCK HEAD APPAREL COMPANY, INC.
DEFERRED COMPENSATION PLAN
FOR
KEY MANAGERS

EFFECTIVE [_____________, 2000]

PREAMBLE

The Participating Companies have established this Plan to contribute to their
long-range growth. It is the intention of the parties that the Plan be unfunded
for tax purposes and for purposes of Title I of ERISA. A Participating Company
shall be liable only with respect to obligations incurred pursuant to this Plan
for its own Employees; no Participating Company shall be liable with respect to
benefits due an Employee of any other Participating Company. Under the Plan,
each year, each Participating Company awards a select group of its key Employees
with deferred benefits based on the Employee's Elective and Deemed Deferrals for
the year. Such benefits are normally payable by that Participating Company to
its Employees or their beneficiaries upon Retirement, Disability, death, or
other Termination of Service.

ARTICLE I. REFERENCES, CONSTRUCTION AND DEFINITIONS

Unless otherwise indicated, all references to articles, sections and subsections
shall be to the Plan as set forth herein. The Plan and all rights thereunder
shall be construed and enforced in accordance with ERISA and the laws of the
State of South Carolina, to the extent that each may be applicable. The article
titles and the captions preceding sections and subsections have been inserted
solely as a matter of convenience and in no way define or limit the scope or
intent of any provisions. Whenever used herein, the singular includes the
plural, the masculine includes the feminine. Whenever used herein and
capitalized, the following terms shall have the respective meaning indicated
unless the context plainly requires otherwise.

1.1 ADJUSTMENT DATE. The last day of each calendar quarter, the date of a
Trigger Event, and such other times as the Committee shall establish.

1.2 BENEFICIARY. The beneficiary or beneficiaries designated by a Participant
pursuant to ARTICLE VI to receive the amount, if any, payable under the
Plan upon the death of such Participant, or, where there has been no such
designation or an invalid designation, the individual or entity, or the
individuals or entities, who will receive such amount.

1.3 BOARD. The respective Boards of Directors of each of the Participating
Companies.

1.4 CODE. The Internal Revenue Code of 1986, as amended. All citations to
sections of the Code are to such sections as they may from time to time be
amended or renumbered.

1.5 COMMITTEE. The committee which administers the Plan and which is more
particularly described in ARTICLE VII below. The Committee shall be
constituted by the individuals who hold the following offices of Duck Head
Apparel Company, Inc.: Vice President, Vice President - Administration,
Human Resources, Director and Controller.

1.7 COMPENSATION. Compensation with respect to any Participant means such
Participant's wages as defined in Code Ssection 3401(a) and all other
payments of compensation by a Participating Company (in the course of the

Participating Company's business for a Plan Year for which the
Participating Company is required to furnish the Participant a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052). The
determination of Compensation shall be made by excluding moving expenses,
income from stock options, income from stock awards, income from incentive
stock awards.

1.8 DEEMED DEFERRALS. With respect to a Participant, an amount equal to the sum
of subsections (a) and (b) below:

(a) During each Plan Year, the difference between:

(i) the Nonelective Contribution and forfeitures allocation for the
Plan Year which would have been credited to the account of the
Participant in the Savings Plan had the Participant's Elective
Deferrals under this Plan counted as compensation under the
Savings Plan for the Plan Year and had there been disregarded the
compensation and annual addition limitations of Sections
401(a)(17) and 415 of the Code and the corresponding provisions
of the Savings Plan, and

(ii) the Nonelective Contribution and forfeitures for the Plan Year
actually credited to the Participant's account in the Savings
Plan; plus

(b) Subject to the limitations set forth in subsection (b)(ii) below, and
less the amount set forth in subsection (b)(iii) below, during each
Plan Year, the following amount:

(i) effective as of July 1, 1999, an amount equal to the following
percentage of the Participant's Elective 401(k) Deferrals for
such Plan Year:

# Years of Service % of the Participant's
Elective 401(k) Deferrals
0-5 25%
5-10 30%
11-15 35%
16 and over 40%

(ii) The amount computed under subsection (b)(i) above shall be
limited as follows:

(A) the above percentages shall not be applied to any portion of
the Participant's Elective 401(k) Deferrals which exceeds
four percent (4%) of the Participant's Compensation, and in
computing the Participant's Compensation, there shall be
disregarded any portion of Compensation which exceeds an
amount equal to the compensation limitation of Section
401(a)(17) of the Code as adjusted as of the start of the
Plan Year (e.g., $160,000 for 1998);

(B) the above percentages shall not be applied to any portion of
the Participant's Elective 401(k) Deferrals which exceeds an
amount equal to the amount set forth in Code Section
402(g)(1) as adjusted as of the start of the Plan Year
(e.g., $10,000 for 1998); and

(C) for purposes of the above formula, "Years of Service" shall
be calculated from the Participant's most recent date of
hire. With respect to a Participant who (i) was employed by
an entity that was a Participating Company (the "Prior
Employer") under the Delta Woodside Group Deferred
Compensation Plan for Key Managers on January 1, 2000 and

(ii) in connection with the distribution from Delta Woodside
Industries, Inc. to its shareholders of all of the stock of Delta
Apparel, Inc. and Duck Head Apparel Company, Inc. on
[___________________, 2000] (the "DWI Reorganization") became an
employee of the Participating Company (under this Plan) by which
the Participant is currently employed, the "most recent date of
hire" shall be the most recent date of hire of the Participant by
the Prior Employer preceding the DWI Reorganization.

(iii)from the amount computed pursuant to subsection (b)(i) above
(and as limited as provided in subsection (b)(ii) above), the
amount of any matching contribution allocated to the
Participant's account under the Savings Plan for the Plan Year
shall be subtracted.

1.9 DEFERRAL ACCOUNT. With respect to each Participant, the separate
bookkeeping account (consisting of the Participant's Lump Sum Account,
Installment Account and Level-Payment Installment Account) to be kept with
respect to such Participant.

1.10 DEFERRAL ELECTION. An irrevocable election by a Participant to defer a
portion of Compensation for a Plan Year, such election to be made in the
manner prescribed in Section 2.3. Amounts so deferred are "Elective
Deferrals."

1.11 DISABILITY. A physical or mental condition under which the Employee
qualifies for disability benefits under the long-term disability plan of
the Participating Company which employs the Employee; provided, however, if
the Employee is not covered by such plan, the Employee shall be under a
Disability if he would have qualified for disability benefits under the
plan were he covered by the plan; provided, further, if there is no such
plan, the Employee shall be under a Disability if the Committee, in the
exercise of its sole and absolute discretion, determines based upon
competent medical evidence satisfactory to the Committee that the Employee,
after 60 days following the expiration of any sick pay to which the
Participant may be entitled, cannot perform each of the material duties of
the Employee's regular occupation by reason of sickness or injury .

1.12 EFFECTIVE DATE. The Effective Date of this Plan is [_______________, 2000].

1.13 ELECTIVE DEFERRALS. With respect to a Participant for a Plan Year, the
amount of the Participant's Compensation deferred pursuant to a Deferral
Election.

1.14 ELECTIVE 401(K) DEFERRALS. With respect to a Participant for a Plan Year,
the Participant's elective deferrals under the Savings Plan for the plan
year of the Savings Plan corresponding to the Plan Year.

1.15 EMPLOYEE. An individual in the service of the Participating Company if the
relationship between him and the Participating Company is the legal
relationship of employer and employee.

1.16 EMPLOYMENT YEAR. The 12-month period beginning on the Employee's date of
hire.

1.17 ERISA. The Employee Retirement Income Security Act of 1974, as amended. All
citations to sections of ERISA are to such sections as they may from time
to time be amended or renumbered.

1.18 HOUR OF SERVICE. An Hour of Service means (1) each hour for which an
Employee is directly or indirectly compensated or entitled to compensation
by a Participating Company for the performance of duties during the
applicable computation period; (2) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by a
Participating Company (irrespective of whether the

employment relationship has terminated) for reasons other than performance
of duties (such as vacation, holidays, sickness, jury duty, disability,
lay-off, military duty or leave of absence) during the applicable
computation period; (3) each hour for which back pay is awarded or agreed
to by a Participating Company without regard to mitigation of damages.
These hours will be credited to the Employee for the computation period or
periods to which the award or agreement pertains rather that the
computation period in which the award, agreement or payment is made. The
same Hours of Service shall not be credited both under (1) or (2), as the
case may be, and under (3).

1.19 INSTALLMENT ACCOUNT. With respect to each Participant, the account
described in Section 3.3 below.

1.20 INTEREST EQUIVALENT. With respect to each Adjustment Date, the dollar
amount to be added to the Participant's Lump Sum Account, Installment
Account or Level-Payment Installment Account, as the case may be, equal to
the product of the amount credited to the account as of the next preceding
Adjustment Date reduced by one-half of the amount of benefit payments made
since the next preceding Adjustment Date (i.e., during the "current
calendar quarter") and increased by one-half of the Elective and Deemed
Deferrals for the "current calendar quarter" allocable to such account,
times the greater of (i) the Average AAA Corporate Bond Yield last
published by Moody's Bond Survey before the next preceding Adjustment Date
or (ii) such other interest or yield rate as the Committee may designate
for the Plan Year ending on such Adjustment Date.

1.21 LUMP SUM ACCOUNT. With respect to each Participant, the account described
in Section 3.2 below.

1.22 MONTH OF SERVICE. A Month of Service means a calendar month during any part
of which an Employee completed an Hour of Service; provided, however, that
a Participant shall be credited with a Month of Service for each month
during the 12-month computation period in which he has not incurred a
1-Year Break in Service.

1.23 NAMED FIDUCIARY. Delta Apparel, Inc.

1.24 PARTICIPANT. An Employee who has been notified pursuant to Section 2.1 that
he is eligible to participate in the Plan and who has made a Deferral
Election and any former Employee who has a Deferral Account under the Plan.

1.25 PARTICIPATING COMPANY. Duck Head Apparel Company, Inc. The term
"Participating Company" shall be construed as if the Plan were solely the
Plan of such Participating Company, unless the context plainly requires
otherwise. Notwithstanding anything herein to the contrary, with the
consent of Duck Head Apparel Company, Inc., any other corporation or
entity, whether an affiliate or subsidiary or not, may adopt this plan and
all of the provisions hereof, and participate herein and be known as a
Participating Company.

1.26 PLAN. The Duck Head Apparel Company, Inc. Deferred Compensation Plan for
Key Managers as contained herein and as may be amended from time to time
hereafter.

1.27 PLAN ADMINISTRATOR. The Committee.

1.28 PLAN YEAR. The period commencing January 1 and ending on the first December
31 thereafter.

1.29 RETIREMENT. Termination of Service, other than on account of death, after
attaining age 62.

1.30 SAVINGS PLAN. The Duck Head Apparel Company, Inc. Savings and Investment
Plan, a 401(k) profit-sharing plan qualified under Section 401(a) of the
Code, and any successor plan.

1.31 TERMINATION OF SERVICE. Termination of the Participant's employment with a
Participating Company for any reason; provided, however, that the transfer
of an Employee from employment by one Participating Company or affiliated
company to employment by another Participating Company or affiliated
company shall not constitute a Termination of Service.

1.32 TRIGGER EVENT. A Trigger Event is either of the following: (a) The last day
of the fiscal quarter of Duck Head Apparel Company, Inc. if as of such date
the Cumulative Net Loss exceeds 30% of Shareholders' Equity at
Reorganization. "Cumulative Net Loss" shall mean the aggregate net loss, if
any, for the period beginning with the date of the DWI Reorganization and
ending with the last day of the relevant fiscal quarter. The date of the
DWI Reorganizastion is the date of the distribution to the shareholders of
Delta Woodside Indusries, Inc. of the stock of the DH Apparal Company, Inc.
and Delta Apparel, Inc. "Shareholders' Equity at Reorganization" shall mean
the shareholders' equity in the Company immediately following the date of
the DWI Reorganization; provided, that the Trigger Event described in this
Section 1.32(a) shall constitute a Trigger Event for purposes of this Plan
only with respect to benefits accrued under the Plan after the date that
Delta Woodside Industries, Inc. distributes to its shareholders all of the
stock of Delta Apparel, Inc. and DH Apparel Company, Inc. in connection
with the DWI Reorganization; and,

(b) Any other event designated as a "Trigger Event" by action of the Board of a
Participating Company in the exercise of its sole and absolute discretion.
No event shall qualify as a Trigger Event merely because the Board has
previously designated one or more similar events as a Trigger Event.

1.33 YEAR OF SERVICE. Any twelve consecutive Months of Service. For vesting
purposes, the computation period shall be the Employment Year. For purposes
of Deemed Deferrals only, the computation period shall be the Employment
Year; however, only Years of Service from the Participant's most recent
date of hire shall be considered; provided that with respect to a
Participant who (i) was employed by an entity that was a Participating
Company (the "Prior Employer") under the Delta Woodside Group Deferred
Compensation Plan for Key Managers on January 1, 2000 and (ii) in
connection with the DWI Reorganization, became an employee of the
Participating Company (under this Plan) by which the Participant is
currently employed, the "most recent date of hire" shall be the most recent
date of hire of the Participant by the Prior Employer preceding the DWI
Reorganization. For all other purposes, the computation period shall be the
Plan Year.

ARTICLE II. ELIGIBILITY AND PARTICIPATION

2.1 ELIGIBILITY. Such Employees as the Committee designates shall be eligible
to participate in this Plan; provided, however, that no Employee who is not
a member of the "select group of management" or a "highly compensated
employee," as defined in Ssections 201(2), 301(a)(3) and 401(a) of ERISA
shall be eligible to become a Participant.

2.2 PARTICIPATION. The Committee shall notify each Employee selected to be a
Participant of the Employee's eligibility, and an Employee so notified
shall become a Participant by making a Deferral Election.

2.3 ELECTIVE DEFERRALS. For each Plan Year, each eligible Employee is entitled
to make a Deferral Election, in such manner and form as the Committee
prescribes, to defer Compensation for the Plan Year. Except in the case of
an "unforeseeable emergency" as defined in Section 5.4 below, such election
shall be irrevocable during the Plan Year. Deferral Elections shall be made
as follows: (a) within 30 days following the adoption of this Plan to defer
Compensation to be earned subsequent to the Deferral Election for the
remainder of such

Plan Year; (b) within 30 days following the date on which an Employee first
becomes eligible to participate in this Plan to defer compensation to be
earned subsequent to the Deferral Election for the remainder of such Plan
Year; or (c) in all other cases on or before December 31 to defer
compensation to be earned in succeeding Plan Years. The foregoing
notwithstanding, each eligible Employee may make a special Deferral
Election with respect to each bonus to which the Employee becomes entitled,
provided that such Deferral Election is made before the Employee earns such
bonus.

2.4 LIMITATIONS ON ELECTIVE DEFERRALS. The maximum amount of Elective Deferrals
a Participant may make for a Plan Year shall be One Hundred percent (100%)
of the Participant's Compensation which would otherwise be paid to the
Participant during the Plan Year and which is not subject to another
deferral agreement or other withholding.

2.5 DEEMED DEFERRALS. In addition to any Elective Deferrals, for each Plan Year
for which a Participant has made a Deferral Election, the Participant shall
receive credit for Deemed Deferrals.

2.6 METHOD-OF-PAYMENT ELECTION. Contemporaneously with the making of each
Deferral Election, the Participant shall designate on a form prescribed by
the Committee for such purpose whether the benefits pursuant to such
Deferral Election are to be paid in a single sum, installments or
level-payment installments, as provided in Section 5.1(a). If a Participant
fails to make such method-of-payment election, the Participant shall be
deemed to have elected installment payments.

ARTICLE III. ACCOUNTS OF PARTICIPANTS

3.1 ACCOUNTS. The Committee shall establish and cause to be maintained three
separate accounts for each Participant to be known respectively as the
Participant's "Lump Sum Account," "Installment Account," and "Level-Payment
Installment Account."

3.2 ACCOUNTING OF LUMP SUM ACCOUNT. As of each Adjustment Date, the Committee
shall debit and credit each Participant's Lump Sum Account in the following
order:

(A) PAYMENTS. There shall be debited the amount of benefit payments made
to or on behalf of the Participant or the Participant's Beneficiary
during the Plan Year ending on the Adjustment Date (i.e., the "current
calendar quarter") and allocable to such Lump Sum Account.

(C) ELECTIVE DEFERRALS. If the Participant elected pursuant to Section 2.6
for benefits payable under a Deferral Election for the "current Plan
Year" to be paid in a single sum, then there shall be credited the
Participant's Elective Deferrals made pursuant to such Deferral
Election for the "current Plan Year."

(D) DEEMED DEFERRALS. If the Participant elected pursuant to Section 2.6
for benefits payable under a Deferral Election for the "current Plan
Year" to be paid in a single sum, then there shall be credited the
Participant's Deemed Deferrals relating to such Deferral Election.

administering the Plan. There shall be debited such portion of the
amount of such administrative expenses as the Committee determines, in
the exercise of its sole and absolute discretion, to be equitable.

3.3 ACCOUNTING OF INSTALLMENT ACCOUNT. As of each Adjustment Date, the
Committee shall debit and credit each Participant's Installment Account in
the following order:

(C) ELECTIVE DEFERRALS. If the Participant elected pursuant to Section 2.6
for benefits payable under a Deferral Election for the "current Plan
Year" to be paid in installments, then there shall be credited the
Participant's Elective Deferrals made pursuant to such Deferral
Election for the "current Plan Year."

(D) DEEMED DEFERRALS. If the Participant elected pursuant to Section 2.6
for benefits payable under a Deferral Election to be paid in
installments, then there shall be credited for the "current Plan Year"
the Participant's Deemed Deferrals relating to such Deferral Election.

(E) ADMINISTRATIVE EXPENSES. The Committee, in the exercise of its sole
and absolute discretion, shall determine the amount of the expenses
each Participating Company incurred for the "current Plan Year" in
administering the Plan. There shall be debited such portion of the
amount of such administrative expenses as the Committee determines, in
the exercise of its sole and absolute discretion, to be equitable.

3.4 ACCOUNTING OF LEVEL-PAYMENT INSTALLMENT ACCOUNT. As of each Adjustment
Date, the Committee shall debit and credit each Participant's Level-Payment
Installment Account in the following order:

(B) INTEREST EQUIVALENT. The Committee, in the exercise of its sole and
absolute discretion, shall determine the Interest Equivalent for the
"current calendar quarter" and there shall be credited the Interest
Equivalent, if any, for such Level-Payment Installment Account on the
last day of the calendar quarter; provided that no Interest Equivalent
shall be credited for such Level-Payment Installment Account on or
after the date that the Participant first receives a monthly benefit
payment pursuant to Section 5.1(a)(ii)(B).

(C) ELECTIVE DEFERRALS. If the Participant elected pursuant to Section 2.6
for benefits payable under a Deferral Election for the "current Plan
Year" to be paid in level-payment installments, then there shall be
credited the Participant's Elective Deferrals made pursuant to such
Deferral Election for the "current Plan Year."

(D) DEEMED DEFERRALS. If the Participant elected pursuant to Section 2.6
for benefits payable under a Deferral Election to be paid in
level-payment installments, then there shall be credited for the
"current Plan Year" the Participant's Deemed Deferrals relating to
such Deferral Election.

ARTICLE IV. VESTING

Participants are always One Hundred percent (100%) vested in the portion of
their Deferral Accounts attributable to Elective Deferrals. Each Participant
shall vest in that portion of the Participant's Deferral Account attributable to
Deemed Deferrals (the "Deemed Deferral Benefit") at the same rate as the
Participant vests in the Participant's account balance in the Savings Plan,
except that upon, and at all times following, a Trigger Event, Participants of
the Participating Company which has incurred such Trigger Event shall be One
Hundred percent (100%) vested in their Deemed Deferral Benefits. If as of a
Participant's Termination of Service the Participant is not fully vested in the
Participant's account in the Savings Plan and a Trigger Event has not occurred,
then the Participant shall forfeit the percentage of the Participant's Deemed
Deferral Benefit equal to the percentage of the account in the Savings Plan in
which the Participant is not vested as of such Termination of Service.

ARTICLE V. BENEFITS

5.1 METHOD AND TIMING.

(A) RETIREMENT, DISABILITY OR DEATH.

(i) LUMP SUM PAYMENT. On the January 1st following the Participant's
Retirement or Termination of Service on account of Disability or
death, the Participating Company which is the employer of such
Participant shall pay in a single sum to the Participant or the
Participant's Beneficiary, as the case may be, an amount equal to
the vested amount credited to the Participant's Lump Sum Account
adjusted in accordance with Section 3.1 as of the last Adjustment
Date preceding such payment.

(ii)

(A) INSTALLMENTS. After the Participant's Retirement or
Termination of Service on account of Disability or death,
the Participating Company which is the employer of such
Participant shall pay in 120 monthly installments the vested
amount credited to the Participant's Installment Account.
Payment shall commence on the first January 1st following
such Retirement or Termination of Service, and shall
continue on the first day of each month thereafter until 120
monthly payments have been made. The amount of each monthly
installment payable during a Plan Year shall equal the
quotient obtained by dividing (1) the balance credited to
the Participant's Installment Account as of the Adjustment
Date next preceding the Plan Year by (2) the number of
installments remaining as of such Adjustment Date. As
provided by and in accordance with Article III, during the
period of payment of such installments the Participant's
Installment Account shall continue to be credited with its
Interest Equivalent.

(B) LEVEL-PAYMENT INSTALLMENTS. After the Participant's
Retirement or Termination of Service on account of
Disability or death, the Participating Company which is the
employer of such Participant shall pay in 120 monthly
installments the vested amount credited to the Participant's
Level- Payment Installment Account plus interest as set
forth in this Section 5.1(a)(ii)(B). Payment shall commence
on the first January 1st following such Retirement or
Termination of Service, and shall continue on the first

day of each month thereafter until 120 monthly payments have
been made. The amount of each monthly installment shall be
determined in accordance with the following formula:

PV
---------------------------
Payment = (1-1/1+i)119
----------- + 1
i

PV = Level-Payment Installment Account balance as of the last day of the last
quarter ending prior to the payment date for the first monthly installment

i = Level-Payment Installment Fixed Rate divided by 12

The Committee shall set the "LEVEL-PAYMENT INSTALLMENT FIXED RATE" each Plan
Year on the last day of the third calendar quarter at a rate equal to (i) the
Average AAA Corporate Bond Yield last published by Moody's Bond Survey prior to
such date or (ii) such higher rate as the Committee, in its sole discretion, may
determine on or prior to such date. The Level-Payment Installment Fixed Rate set
by the Committee in any given Plan Year shall be the Level-Payment Installment
Fixed Rate used to calculate the monthly payments for all Participants who first
begin receiving monthly payments of benefits from their Level-Payment
Installment Account in the immediately following Plan Year.

(iii)DISCRETIONARY PAYMENT UPON DEATH. Notwithstanding the provisions
of Sections 5.1(a)(i) and (ii) above, upon a Participant's death,
the Participating Company which is the employer of such
Participant may, in the exercise of its absolute and sole
discretion, pay in a single sum to the Participant's Beneficiary
an amount equal to the vested amount credited to the
Participant's Lump Sum Account, Installment Account and
Level-Payment Installment Account adjusted in accordance with
Section 3.1 as of the last Adjustment Date preceding such
payment. Such lump sum payment shall discharge the Participating
Company's obligation to pay benefits under this Plan to such
Beneficiary.

(B) OTHER TERMINATION OF SERVICE. On the first January 1st following the
Participant's Termination of Service other than on account of
Retirement, Disability or death, the Participating Company which is
the employer of such Participant shall pay in a single sum to the
Participant or the Participant's Beneficiary, as the case may be, an
amount equal to the vested amount credited to the Participant's Lump
Sum Deferral Account, Installment Account and Level-Payment
Installment Account, each adjusted in accordance with Article III as
of the last Adjustment Date preceding such January 1st.

Notwithstanding the foregoing, if a Participant's employment is
terminated as a result of the sale or closure of a Participating
Company, or of a subsidiary or division of a Participating Company,
the Participating Company which is the employer of such Participant
shall pay in a single sum to the Participant or the Participant's
Beneficiary, as the case may be, an amount equal to the vested amount
credited to the Participant's Lump Sum Deferral Account, Installment
Account and Level-Payment Installment Account, each adjusted in
accordance with Article III as of the last Adjustment Date preceding
such sale or closure, such payment to occur as soon as
administratively feasible after such sale or closure.

(C) TRIGGER EVENT. Upon the happening of a Trigger Event, the
Participating Company which is subject to such Trigger Event shall
immediately pay to each Participant which is its Employee, in a single
sum, the amount credited to the Participant's Deferral Account
adjusted in accordance with Article III as of the date of the Trigger
Event.

5.2 PAYMENTS TO BENEFICIARY. In the event a Participant dies prior to full
payment of the Participant's Deferral Account under this Article V, all
remaining payments due hereunder shall be made to such Participant's
Beneficiary; provided, however, if the Committee so directs in the exercise
of its sole discretion, the Participating Company shall pay the remainder
of the Deferral Account in one single sum. In the event the Beneficiary
survives the Participant but dies prior to full payment of benefits
hereunder, all remaining payments shall be made to the Beneficiary's
estate.

5.3 WITHHOLDING TAXES; EMPLOYMENT TAXES. Any amounts paid to a Participant or
Beneficiary shall be reduced by the amount of taxes required by law to be
withheld. The Participating Company which is the employer of the
Participant shall timely furnish the Participant and Beneficiary with the
appropriate tax information form evidencing such payment and the amount
thereof. Each Participating Company shall be solely responsible for paying
employment taxes (e.g., FICA, FUTA, state unemployment), if any,
attributable to payments to Participants and Beneficiaries which are its
Employees.

5.4 PAYMENTS TO RELIEVE FINANCIAL HARDSHIP. Notwithstanding any provision in
this Plan to the contrary, the Committee in the exercise of its sole and
absolute discretion shall have the power and authority to direct a
Participating Company to pay to a Participant or the Participant's
Beneficiary such amount as is necessary to enable the Participant or
Beneficiary to relieve or mitigate an "unforeseeable emergency". For
purposes of the foregoing, an "unforeseeable emergency" shall have the
meaning set forth in Internal Revenue Code Regulation Ssections
1.457-2(h)(4) and (5) and shall include a severe financial hardship to the
Participant or Beneficiary resulting from a sudden and unexpected illness
or accident of the Participant or Beneficiary or of a dependent (as defined
in Code Section 152(a)) of the Participant or Beneficiary, loss of the
Participant's or Beneficiary's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or Beneficiary. The circumstances
that will constitute an "unforeseeable emergency" will depend upon the
facts of each case, but, in any case, payment may not be made to the extent
that such hardship is or may be relieved --

(a) through reimbursement or compensation by insurance or otherwise;

(b) by liquidation of the Participant's or Beneficiary's assets, to the
extent the liquidation of such assets would not itself cause severe
financial hardship; or

College tuition or the costs of purchasing a home are not considered
"unforeseeable emergencies." Withdrawals of amounts because of an "unforeseeable
emergency" will only be permitted to the extent reasonably needed to satisfy the
emergency need. The amount of any such payment shall be debited to the
Participant's Lump Sum Account, Installment Account and Level-Payment
Installment Account in such order as the Committee elects and shall not exceed
the amount credited to the Deferral Account determined as of the Adjustment Date
next following such payment and without regard to such payment.

ARTICLE VI. DESIGNATION OF BENEFICIARIES

6.1 BENEFICIARY DESIGNATION. Every Participant shall file with the Committee a
written designation of one or more persons as the Beneficiary who shall be
entitled to receive the amount, if any, payable under the Plan upon his
death. A Participant may from time to time revoke or change his Beneficiary
designation without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt. All decisions of the
Committee concerning the effectiveness of any Beneficiary designation and
the identity of any Beneficiary shall be final. If a Beneficiary shall die
after the death of the Participant and prior to receiving the distribution
that would have been made to such Beneficiary had such Beneficiary's death
not occurred, and no alternate Beneficiary has been designated, then for
the purposes of the Plan the distribution that would have been received by
such Beneficiary shall be made to the Beneficiary's estate.

6.2 FAILURE TO DESIGNATE BENEFICIARY. Subject to Section 6.1, if no Beneficiary
designation is in effect at the time of a Participant's death, the payment
of the amount, if any, payable under the Plan upon his death shall be made
to the Participant's surviving spouse, if any, or if the Participant has no
surviving spouse, to the Participant's estate. If the Committee is in doubt
as to the right of any person to receive such amount, the Committee may
direct the Participating Company to withhold payment without liability for
any interest thereon, until the rights thereto are determined, or the
Committee may direct the Participating Company to pay any such amount into
any court of appropriate jurisdiction, and such payment shall be a complete
discharge of the liability of the Participating Company therefor.

ARTICLE VII. COMMITTEE

7.1 AUTHORITY. The Committee shall be responsible for the administration and
interpretation of the Plan, shall act as the Plan Administrator and shall
have all powers necessary to enable it to carry out its duties in the
administration and interpretation of the Plan, and shall have the duty and
power to determine, in the exercise of its sole and absolute discretion,
all questions that may arise hereunder as to the status and rights of
Participants and Beneficiaries in the Plan and as to the right of any
individual to a benefit.

7.2 VOTING. The Committee shall act by a majority of the number then
constituting the Committee, and such action may be taken either by vote at
a meeting or in writing without a meeting.

7.3 RECORDS. The Committee shall keep a complete record of all its proceedings
and all data relating to the administration of the Plan. The Committee
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.

7.4 LIABILITY. No member of the Committee shall be personally liable for any
actions taken or omitted by the Committee unless the member's action or
inaction involves willful misconduct. To the extent permitted by applicable
law, each Participating Company shall indemnify and hold harmless each
member of the Committee and each employee of the Participating Company
acting pursuant to the direction of the Committee from and against any and
all liability, claims, demands, costs and expenses (including reasonable
attorneys' fees) arising out of or incident to any act or failure to act in
connection with the administration of the Plan, except for any such act or
failure to act that involves willful misconduct.

7.5 MINISTERIAL DUTIES. The Committee may appoint one of its members to perform
such ministerial duties as the Committee delegates.

ARTICLE VIII. AMENDMENT AND TERMINATION

Each Participating Company reserves the right, at any time and from time to
time, by action of its Board to amend or terminate the Plan with respect to
itself and the Participants employed by it; provided, however, no such amendment
or termination shall either (a) reduce the amount of any Deferral Account,
determined as of the Adjustment Date coincident with or next preceding the
amendment or termination, or (b) defer payment of such Deferral Account.

ARTICLE IX. CLAIMS PROCEDURE

The following claims procedure shall apply with respect to the Plan:

9.1 FILING OF A CLAIM FOR BENEFITS. If a Participant or Beneficiary (the
"claimant") believes that he is entitled to benefits under the Plan which
are not being paid to him, he shall file a written claim therefor with the
Plan Administrator. In the event a member of the Plan Administrator shall
be the claimant, all actions which are required to be taken by the Plan
Administrator pursuant to this Article IX shall be taken instead by the
remaining members of the Plan Administrator.

9.2 NOTIFICATION TO CLAIMANT OF DECISION. Within 90 days after receipt of a
claim by the Plan Administrator (or within 180 days if special
circumstances require an extension of time), the Plan Administrator shall
notify the claimant of the Plan Administrator's decision with regard to the
claim. In the event of such special circumstances requiring an extension of
time, there shall be furnished to the claimant prior to expiration of the
initial 90-day period written notice of the extension, which notice shall
set forth the special circumstances and the date by which the decision
shall be furnished. If such claim shall be wholly or partially denied,
notice thereof shall be in writing and worded in a manner calculated to be
understood by the claimant, and shall set forth: (a) the specific reason or
reasons for the denial; (b) specific reference to pertinent provisions of
the Plan on which the denial is based; (c) a description of any additional
material or information necessary for the claimant to perfect the claim and
an explanation of why such material or information is necessary; and (d) an
explanation of the procedure for review of the denial. If the Plan
Administrator fails to notify the claimant of the decision in timely
manner, the claim shall be deemed denied as of the close of the initial 90-
day period (or the close of the extension period, if applicable).

9.3 PROCEDURE FOR REVIEW. Within 60 days following receipt by the claimant of
notice denying his claim in whole or in part or, if such notice shall not
be given, within 60 days following the latest date on which such notice
could have been timely given, the claimant shall appeal denial of the claim
by filing a written application for review with the Plan Administrator.
Following such request for review, the Plan Administrator shall fully and
fairly review the decision denying the claim. Prior to the decision of the
Plan Administrator, the claimant shall be given an opportunity to review
pertinent documents and to submit issues and comments in writing.

9.4 DECISION ON REVIEW. The decision on review of a claim denied in whole or in
part by the Plan Administrator shall be made in the following manner:

(a) Within 60 days following receipt by the Plan Administrator of the
request for review (or within 120 days if special circumstances
require an extension of time), the Plan Administrator shall notify the
claimant in writing of its decision with regard to the claim. In the
event of such special circumstances requiring an extension of time,
written notice of the extension shall be furnished to the claimant
prior to the commencement of the extension. If the decision on review
is not furnished in a timely manner, the claim shall be deemed denied
as of the close of the initial 60-day period (or the close of the
extension period, if applicable).

(b) With respect to a claim that is denied in whole or in part, the
decision on review shall set forth specific reasons for the decision,
shall be written in a manner calculated to be understood by the
claimant, and shall cite specific references to the pertinent plan
provisions on which the decision is based.

9.5 ACTION BY AUTHORIZED REPRESENTATIVE OF CLAIMANT. All actions set forth in
this Article IX to be taken by the claimant may likewise be taken by a
representative of the claimant duly authorized by him to act in his behalf
on such matters. The Plan Administrator may require such evidence as it may
reasonably deem necessary or advisable of the authority to act of any such
representative.

ARTICLE X. MISCELLANEOUS

10.1 NONALIENATION OF BENEFITS. No right or benefit under the Plan shall be
subject to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, garnishment or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, attach,
garnish or charge any right or benefit under the Plan shall be void. No
right or benefit hereunder shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person entitled to such
benefit. If a Participant or Beneficiary hereunder shall become bankrupt,
or attempt (voluntarily or involuntarily) to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge any right hereunder, or if
any creditor shall attempt to attach, garnish, levy on or otherwise
alienate or affect the right or benefit of any Participant or Beneficiary
hereunder, then such right or benefit shall, in the discretion of the
Committee, cease and terminate, and in such event, the Committee may hold
or apply the same, or any part thereof, for the benefit of the Participant
or Beneficiary in such manner and in such amounts and proportions as the
Committee may deem proper.

10.2 NO TRUST CREATED. The Plan constitutes a mere promise by a Participating
Company to make benefit payments in the future. The obligation of a
Participating Company to make a payment hereunder shall constitute only a
liability of such Participating Company to the Participant, and no
Participating Company shall be liable to make a payment to any Participant
who is not its Employee. Each such payment shall be made from the general
funds of the Participating Company, and no Participating Company shall be
required to establish or maintain any special or separate fund, or to
purchase or acquire life insurance on a Participant's life, or otherwise to
segregate assets to assure that such payments shall be made. Neither a
Participant nor a Beneficiary shall have any interest in any particular
asset of a Participating Company by reason of its obligations hereunder,
and the right of a Participant to receive payments under this Plan shall be
merely the right of a general unsecured creditor of the Participating
Company which is his employer. Nothing contained in the Plan shall create
or be construed as creating a trust of any kind or any other fiduciary
relationship between a Participating Company and a Participant or
Beneficiary.

10.3 NO EMPLOYMENT AGREEMENT. Neither the execution of this Plan nor any action
taken by a Participating Company pursuant to this Plan shall be held or
construed to confer on a Participant any legal right to be

continued as an employee of the Participating Company. This Plan shall not
be deemed to constitute a contract of employment between a Participating
Company and a Participant, nor shall any provision herein restrict the
right of any Participant to terminate his employment with a Participating
Company.

10.4 FUNDING POLICY. This Plan is unfunded, and benefits shall be paid from the
general assets of the Participating Company which is the employer of the
Participant. However, a Participating Company may reserve such funds, make
such investments or purchase such insurance policies as it may from time to
time choose to provide a source for payments under the Plan. The
Participants and Beneficiaries shall have no claims to any such funds,
investments or policies.

10.5 BINDING EFFECT. A Participating Company shall be liable only with respect
to obligations incurred pursuant to this Plan for its own Employees; no
Participating Company shall be liable with respect to benefits due an
Employee of any other Participating Company. Benefits under the Plan shall
inure to the benefit of the Participant and the Participant's Beneficiary.

10.6 ENTIRE PLAN. This document and any amendments hereto contain all the terms
and provisions of the Plan and shall constitute the entire Plan, any other
alleged terms or provisions being of no effect.

10.7 MERGER OR CONSOLIDATION. In the event of a merger or a consolidation of a
Participating Company with another corporation or entity, or the
acquisition of substantially all of the assets or outstanding stock of a
Participating Company by another corporation or entity, then and in such
event the obligations and responsibilities of such merged or acquired
corporation under this Plan shall be assumed by any such successor or
acquiring corporation or entity, and all of the rights, privileges and
benefits of the Participants hereunder shall continue.

10.8 PAYMENT TO INCOMPETENT. Payments of benefits shall be made directly to a
Participant or Beneficiary entitled thereof, or if such Participant or
Beneficiary has been determined by a court of competent jurisdiction to be
mentally or physically incompetent, then payment shall be made to the duly
appointed guardian, conservator or other authorized representative of such
Participant or Beneficiary. The Participating Company shall have the right
to make payment directly to a Participant or Beneficiary until it has
received actual notice of the physical or mental incapacity of such
Participant or Beneficiary and notice of the appointment of a duly
authorized representative of his estate. Any such payment to an authorized
representative for the benefit of a Participant or Beneficiary shall be a
complete discharge of all liability of the Participating Company therefor.

10.9 NO CONTRIBUTIONS. Participants shall not be permitted to make any
contributions to this plan.

[Page Ends; Signature Page Follows]

Duck Head Apparel Company, Inc. Deferred Compensation Plan
for Key Managers; Signature Page]

Executed as of ______________, 2000.

DUCK HEAD APPAREL COMPANY, INC.

By:___________________________
Its:_____________________