Exhibit 4




Exhibit 4.12

EXECUTION COPY


Lands' End, Inc. Retirement Plan

(As Amended and Restated Effective as of January 1, 1997)

Kirkland & Ellis

Chicago


 

 

CERTIFICATE


I, ____Joseph D. Meudt_______________, as a member of
the Plan Committee, hereby certify that the attached document is a correct copy
of Lands' End, Inc. Retirement Plan (As Amended and Restated Effective as of
January 1, 1997) and as in effect on the date hereof.

Dated this __12th____ day of February, 2002.



	 	
      By: ________/s/ Joseph D. Meudt________

      Committee Member






 


 

 

CERTIFICATE


I, ______Francis P. Schaecher____, as a member of the
Plan Committee, hereby certify that the attached document is a correct copy of
Lands' End, Inc. Retirement Plan (As Amended and Restated Effective as of
January 1, 1997) and as in effect on the date hereof.

Dated this __18th____ day of February, 2002.



	 	
      By: _____/s/ Francis P. Schaecher

      Committee Member






 


 

CERTIFICATE


I, _____Kelly Ritchie__________, as a member of the
Plan Committee, hereby certify that the attached document is a correct copy of
Lands' End, Inc. Retirement Plan (As Amended and Restated Effective as of
January 1, 1997) and as in effect on the date hereof.

Dated this __12th____ day of February, 2002.



	 	
      By: _____/s/ Kelly Ritchie___________

      Committee Member






 


 

CERTIFICATE


I, ____Mary Ann Reichling____________, as a member of
the Plan Committee, hereby certify that the attached document is a correct copy
of Lands' End, Inc. Retirement Plan (As Amended and Restated Effective as of
January 1, 1997) and as in effect on the date hereof.

Dated this __12th____ day of February, 2002.



	 	
      By: ________/s/ Mary Ann Reichling________

      Committee Member






 


 

CERTIFICATE


I, _____Don Parks____________, as a member of the Plan
Committee, hereby certify that the attached document is a correct copy of Lands'
End, Inc. Retirement Plan (As Amended and Restated Effective as of January 1,
1997) and as in effect on the date hereof.

Dated this __11th____ day of February, 2002.



	 	
      By: _______/s/ Don Parks_____________

      Committee Member






 


 

CERTIFICATE


I, ______Don Hughes______________, as a member of the
Plan Committee, hereby certify that the attached document is a correct copy of
Lands' End, Inc. Retirement Plan (As Amended and Restated Effective as of
January 1, 1997) and as in effect on the date hereof.

Dated this __19th____ day of February, 2002.



	 	
      By: _______/s/ Donald R. Hughes__________

      Committee Member






 


LANDS' END, INC. RETIREMENT PLAN

(As Amended and Restated Effective as of January 1, 1997)


Table of Contents


	 	 	
      Page

	
      ARTICLE I - Introduction
	 
	
      1.1
	
      History of the Plan
	
      *

	
      1.2
	
      Plan Objectives
	
      *

	
      1.3
	
      Effective Date
	
      *

	
      1.4
	
      Plan Administrator, Plan Year
	
      *

	
      1.5
	
      The Employers
	
      *

	
      1.6
	
      The Trust
	
      *

	
      1.7
	
      Supplements
	
      *

	
      1.8
	
      Plan Benefits For Participants Who Terminated Employment Prior to
      January 1, 1997
	
      *

	
      ARTICLE 2 - Plan Participants
	 
	
      2.1
	
      Participation
	
      *

	
      2.2
	
      Eligibility Service
	
      *

	
      2.3
	
      Cessation of Active Participation
	
      *

	
      2.4
	
      Resumption of Active Participation
	
      *

	
      2.5
	
      Notice of Participation
	
      *

	
      2.6
	
      Hours of Service
	
      *

	
      2.7
	
      Leave of Absence
	
      *

	
      2.8
	
      Qualified Military Service
	
      *

	
      ARTICLE 3 - Participant Contributions

      *
	 
	
      3.1
	
      Participant Elective Contributions
	
      *

	
      3.2
	
      Form of Participant Contributions
	
      *

	
      3.3
	
      Variation, Discontinuance and Resumption of Contributions
	
      *

	
      3.4
	
      Compensation
	
      *

	
      3.5
	
      Rollover Contributions
	
      *

	
      3.6
	
      Transferred Benefits
	
      *

	
      3.7
	
      Restricted Participation with Respect to Rollover Contributions and
      Transferred Benefits
	
      *

	
      ARTICLE 4 - Employers' Contributions

      *
	 
	
      4.1
	
      Employers' Contributions
	
      *

	
      4.2
	
      Payment of Employers' Contributions
	
      *

	
      4.3
	
      Allocation and Crediting of Profit Sharing Contributions
	
      *

	
      4.4
	
      Crediting of Elective Contributions and Employer Matching Contributions
	
      *

	
      4.5
	
      Verification of Employers' Contributions
	
      *

	
      ARTICLE 5 - Plan Accounting and Investment Funds

      *
	 
	
      5.1
	
      Participant Account Balances
	
      *

	
      5.2
	
      Accounting Dates and Valuation Dates
	
      *

	
      5.3
	
      Investment of Account Balances
	
      *

	
      5.4
	
      Investment Funds
	
      *

	
      5.5
	
      Investment in Company Shares
	
      *

	
      5.6
	
      Investment Elections
	
      *

	
      5.7
	
      Manner of Making Investment Elections
	
      *

	
      5.8
	
      Investment Risks
	
      *

	
      5.9
	
      Adjustment of Participants' Accounts
	
      *

	
      5.10
	
      Plan Expenses
	
      *

	
      5.11
	
      Statement of Accounts
	
      *

	
      5.12
	
      Allocation of Company Shares
	
      *

	
      5.13
	
      Additional Accounting Rules
	
      *

	
      5.14
	
      Voting of Company Shares
	
      *

	
      ARTICLE 6 - Distribution of Account Balances

      *
	 
	
      6.1
	
      Separation From Service
	
      *

	
      6.2
	
      Methods of Benefit Payment
	
      *

	
      6.3
	
      Selection of Time and Manner of Benefit Payment
	
      *

	
      6.4
	
      Designated Beneficiaries
	
      *

	
      6.5
	
      Payment to Substitute Beneficiaries
	
      *

	
      6.6
	
      Payment with Respect to Incapacitated Participants or Beneficiaries
	
      *

	
      6.7
	
      Direct Rollover of Eligible Rollover Distributions
	
      *

	
      ARTICLE 7 - Withdrawals and Loans During Employment

      *
	 
	
      7.1
	
      Withdrawal of Rollover Contribution Account
	
      *

	
      7.2
	
      Hardship Withdrawals
	
      *

	
      7.3
	
      Withdrawals After Age 59 1/2
	
      *

	
      7.4
	
      Loans to Participants
	
      *

	
      7.5
	
      Distribution of Loans
	
      *

	
      7.6
	
      No Representation Regarding Tax Effect of Withdrawals or Loans
	
      *

	
      ARTICLE 8 - Limitations

      *
	 
	
      8.1
	
      Contribution Limitations
	
      *

	
      8.2
	
      Participant Covered by Defined Contribution Plan
	
      *

	
      8.3
	
      Participant Covered by Defined Contribution Plan and Defined Benefit
      Plan
	
      *

	
      8.4
	
      Distribution of Excess Deferrals
	
      *

	
      8.5
	
      Highly Compensated Employee
	
      *

	
      8.6
	
      Limitations on Elective Contributions
	
      *

	
      8.7
	
      Limitation on Employee and Matching Contributions
	
      *

	
      8.8
	
      Multiple Use Limitation
	
      *

	
      ARTICLE 9 - General Provisions

      *
	 
	
      9.1
	
      Examination of Plan Documents
	
      *

	
      9.2
	
      Notices
	
      *

	
      9.3
	
      Nonalienation of Plan Benefits
	
      *

	
      9.4
	
      No Employment or Benefit Guaranty
	
      *

	
      9.5
	
      Litigation
	
      *

	
      9.6
	
      Evidence
	
      *

	
      9.7
	
      Gender and Number
	
      *

	
      9.8
	
      Waiver of Notice
	
      *

	
      9.9
	
      Applicable Law
	
      *

	
      9.10
	
      Severability
	
      *

	
      9.11
	
      Fiduciary Responsibilities
	
      *

	
      ARTICLE 10 - Relating to Plan Administration

      *
	 
	
      10.1
	
      Plan Administrator's Duties
	
      *

	
      10.2
	
      Action by Plan Administrator
	
      *

	
      10.3
	
      Information Required for Plan Administration
	
      *

	
      10.4
	
      Decision of Plan Administrator Final
	
      *

	
      10.5
	
      Review of Benefit Determinations
	
      *

	
      10.6
	
      Uniform Rules
	
      *

	
      10.7
	
      Plan Administrator's Expenses
	
      *

	
      10.8
	
      Interested Plan Administrator
	
      *

	
      10.9
	
      Resignation or Removal of Plan Administrative Committee Members
	
      *

	
      10.10
	
      Indemnification
	
      *

	
      ARTICLE 11 - Relating to the Employers

      *
	 
	
      11.1
	
      Action by Employers
	
      *

	
      11.2
	
      Additional Employers, the Lands' End Companies
	
      *

	
      11.3
	
      Restrictions as to Reversion of Trust Fund to Employers
	
      *

	
      ARTICLE 12 - Amendment and Termination

      *
	 
	
      12.1
	
      Amendment
	
      *

	
      12.2
	
      Termination
	
      *

	
      12.3
	
      Vesting on Termination and Permanent Discontinuance of Contributions
	
      *

	
      12.4
	
      Plan Merger
	
      *

	
      12.5
	
      Notice of Amendment, Termination or Plan Merger
	
      *

	
      ARTICLE 13

      *
	 
	
      13.1
	
      Key Employees
	
      *

	
      13.2
	
      Top-Heavy Plan
	
      *

	
      13.3
	
      Aggregation Groups
	
      *

	
      13.4
	
      Minimum Contributions and Benefits
	
      *




 


LANDS' END, INC. RETIREMENT PLAN

(As Amended and Restated Effective as of January 1, 1997)


ARTICLE I

Introduction


1.1 History of the Plan The name
of this plan is the Lands' End, Inc. Retirement Plan (As Amended and Restated
Effective as of January 1, 1997) (the "plan"). This plan constitutes
an amendment, restatement and continuation of the Lands' End, Inc. Retirement
Plan, as previously in effect and as previously amended. The plan is maintained
by Lands' End, Inc. (the "company") and certain of its subsidiaries
and related entities who adopt the plan with the company's consent on behalf of
their employees. The plan was originally established effective as of February 1,
1985, and was last amended and restated effective February 1, 1992.

1.2 Plan Objectives
The plan is a profit sharing plan maintained by the company in order to
stimulate interest, initiative and increased efficiency among plan participants,
to share with plan participants the economic benefits produced by their efforts,
and to provide participants the opportunity to participate in retirement capital
accumulation by receiving an employer contribution. The plan also permits
eligible employees to make pre-tax salary reduction contributions which are
subject to an employer matching contribution made in accordance with the terms
of the plan. In addition, the plan permits certain participants to invest
pre-tax salary reduction contributions, employer matching contributions, and
profit sharing contributions in a fund primarily invested in common stock of the
company.

1.3 Effective Date.
Except as otherwise specifically provided herein with respect to certain
designated sections, the "effective date" of the plan as amended and
restated herein is January 1, 1997.

1.4 Plan Administrator, Plan Year.
The plan is administered by a plan committee (the "plan
administrator") whose members shall be appointed by the company. Effective
January 1, 2001, the committee shall consist of the following individuals: (i)
the company's Senior Vice President, Employee Services; (ii) the company's Chief
Financial Officer; (iii) the company's Senior Vice President, Operations; (iv)
the company's Director of Compensation & Benefits; and (v) two additional
employees of the company selected from time to time by a majority of the members
described in clauses (i) through (iv) above; provided, however, that if no
person holds a title described in clauses (i) through (iv) above, the company
employee performing the functions most closely associated with that title shall
be a member of the committee. Article 10 describes certain powers, duties and
responsibilities of the plan administrator with respect to the administration of
the plan. The plan is administered on the basis of a plan year (the "plan
year") which begins each year on January 1 and ends on the next following
December 31.

1.5 The Employers
As of the effective date, the plan has been adopted by the company. With the
consent of the company, the plan may be adopted in accordance with the
provisions of section 11.2 by any other subsidiary of the company or any related
company for the benefit of its eligible employees. The company and its
subsidiaries and related companies that adopt the plan are sometimes referred to
herein collectively as the "employers" and individually as an
"employer." The term "Lands' End companies" includes the
employers and all affiliates and related companies that have not adopted the
plan (and each such corporation is sometimes referred to herein individually as
a "Lands' End company"). Any company which is not an employer under
the plan and which does not qualify as a subsidiary or related company, but is a
member of a controlled group of companies (within the meaning of
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as
amended (the "Code"), which contains an employer under the plan for
purposes of the plan, will be considered as a subsidiary or related company that
has not adopted the plan.

1.6 The Trust.
The assets of the plan are held and invested by one or more trustees (the
"trustees") under the Lands' End, Inc. Retirement Trust (the
"trust") and may be held and invested by one or more investment
managers or insurance institutions acting and appointed for such purposes in
accordance with the trust agreement which implements and forms a part of the
plan. Reference to the trust fund shall include all assets held by the trustees,
investment managers and insurance institutions in accordance with the trust and
this plan.

1.7 Supplements.
From time to time supplements may by amendment be attached to and form a part of
this plan and shall be given the same effect that such provision would have if
it was incorporated within the basic text of the plan. Such supplements may
modify or supplement the provisions of the plan as they apply to particular
groups of employees or groups of participants, shall specify the persons
affected by such supplements and shall supersede the other provisions of the
plan to the extent necessary to eliminate inconsistencies between the plan
provisions and the provisions of such supplements.

1.8 Plan Benefits For Participants
Who Terminated Employment Prior to January 1, 1997.
To the extent permitted by law, the benefits provided hereunder with respect to
any participant who retired or whose employment terminated prior to January 1,
1997, will, except as otherwise specifically provided herein, be governed in all
respects by the terms of the plan as in effect on the date of the participants'
retirement or other termination of employment.




ARTICLE 2

Plan Participants


2.1 Participatio.
Each employee of an employer who was a participant in the plan immediately prior
to the effective date shall continue to participate in the plan on and after the
effective date in accordance with the terms of the plan until such employee's
participation ceases in accordance with the plan. Each other employee of an
employer will become a participant in the plan as of the effective date or the
March 31, June 30, September 30, or December 31 thereafter (the "entry
date") which is coincident with or next following the date he meets all of
the following requirements:


  (a) He is a "covered employee" (that is, any
  employee of an employer including all salaried, regular full-time, regular
  part-time and temporary employees, but exclusive of (i) any such employee who
  is covered under a collective bargaining agreement between the employer and
  such employee's collective bargaining representative which does not provide
  for his participation in the plan, (ii) leased employees, (iii) independent
  contractors and (iv) any person who is performing services for an employer
  pursuant to an agreement, contract or arrangement under which such individual
  is designated, characterized or classified as an independent contractor,
  consultant or any category or classification other than an employee without
  regard to whether any determination by an agency, governmental or otherwise,
  or court concludes that such classification or characterization was in
  error.).

  (b) He has attained age 19; and

  (c) He has completed one year of eligibility service (as
  defined in section 2.2).



2.2 Eligibility Service.
An employee of an employer shall be credited with one year of eligibility
service if he completes 1,000 or more hours of service (as defined in section
2.6) in the twelve consecutive month period commencing on his employment
commencement date or if such employee does not complete 1,000 hours of service
during such period, he shall be credited with one year of eligibility service if
he completes 1,000 hours of service during any plan year following such date;
provided, however, that, effective January 1, 1998, an employee of an employer
shall be credited with one (1) year of eligibility service if he completes 1,000
or more hours of service (as defined in section 2.6) in (i) the six (6)
consecutive month period commencing on his employment commencement date, or (ii)
the twelve (12) consecutive month period commencing on his employment date, or
(iii) any plan year commencing after his employment commencement date; provided
further that, effective January 1, 2001, an employee of an employer shall be
credited with one (1) year of eligibility service (i) immediately upon the
completion of 1,000 hours of service (as defined in section 2.6) at any time
within the twelve (12) consecutive month period commencing on his employment
commencement date, or (ii) at the end of any plan year commencing after his
employment commencement date during which he has completed 1,000 hours of
service. An employee's "employment commencement date" shall be the
date the employee first performs an hour of service for an employer; provided,
however, a rehired employee's "employment commencement date" shall be
the date the employee is rehired if such employee as of his rehire date has
incurred five or more consecutive years of break in service; provided further
that, effective January 1, 2001, a rehired employee's "employment
commencement date" shall be the date such employee is rehired if such
employee never previously participated in the plan prior to his rehire date..

2.3 Cessation of Active Participatio. Once a covered
employee of an employer has become an active participant in the plan in
accordance with section 2.1 above, such employee shall remain a participant in
the plan until the date that the participant's entire account balances under the
plan have been distributed to him or on his behalf in accordance with the plan.
During a period of employment with an employer while a participant is a covered
employee, the participant shall be considered for all purposes of the plan to be
an "active participant." During all other periods of participation a
participant shall be considered an "inactive participant." Only those
participants who are active participants are entitled to share in employer
contributions made in accordance with section 4.1 or make elective contributions
in accordance with section 3.1 with respect to a plan year. Beneficiaries of
deceased participants will be treated as inactive participants for purposes of
the plan (provided that such beneficiaries may not designate additional
beneficiaries in accordance with section 6.4 and, accordingly, any unpaid
benefits remaining upon the death of a designated beneficiary of a deceased
participant shall be distributed in accordance with the provisions of section
6.5).

2.4 Resumption of Active
Participation. Any employee of an
employer who was previously an active participant in the plan who ceases to be a
participant and who again becomes a covered employee will be eligible again to
become an active participant as of the entry date next following the date of
rehire. Any other employee who becomes a covered employee will participate in
accordance with the provision of section 2.1.

2.5 Notice of Participation.
Each employee will be notified of the date he becomes a plan participant and
each participant and other person receiving benefits under the plan will be
furnished with a copy of a summary plan description.

2.6 Hours of Service.
An "hour of service" means:


  (a) Each hour for which an employee is directly or
  indirectly compensated or entitled to be compensated for his performance of
  duties for the Lands' End companies as an employee (with each overtime hour
  being taken into account as if it were a normal work hour);

  (b) Each hour for which an employee is directly or
  indirectly compensated or entitled to be compensated by the Lands' End
  companies with respect to a period of time during which no duties are
  performed (irrespective of whether the employment relationship has terminated)
  due to vacation, holiday, illness, incapacitation (including disability),
  layoff, jury duty, qualified military service or leave of absence (as defined
  in section 2.7); provided, however, that not more than 501 hours of service
  shall be credited to an employee on account of any single continuous period
  during which he performs no duties and an employee shall not be credited with
  hours of service under this subsection for any period during which he performs
  no duties (i) if his compensation for such period is in the form of payments
  made or due under a plan maintained solely for the purpose of complying with
  applicable worker's compensation, unemployment compensation or state
  disability insurance laws, (ii) if his compensation for such period
  constitutes reimbursement for medical or medically related expenses incurred
  by the employee, or (iii) if his compensation for such period is paid to the
  employee while on maternity or paternity leave of absence (as described in
  subsection 2.7(b)) provided credit for such period is granted in accordance
  with subsection 2.6(c); and

  (c) Each other hour required by federal law to be counted
  as an "hour of service," including (i) each such hour for which back
  pay, irrespective of mitigation of damages, is either awarded or agreed to by
  the Lands' End companies and (ii) each such hour for which an employee is on
  maternity or paternity leave of absence, but only for purposes of preventing
  the employee from incurring a one-year break-in-service; provided, that not
  more than 501 hours of service shall be credited for payments for back pay, to
  the extent that such back pay is awarded for a period of time during which the
  employee did not or would not have performed duties as an employee and not
  more than 501 hours of service shall be credited by reason of a maternity or
  paternity leave of absence.



Compensation hours described in subsection (b) next above for
all employees shall be determined by multiplying the number of scheduled work
days during the applicable period for which the employee is compensated by the
number of hours in the average scheduled work day (based on the scheduled work
week for his job classification then in effect). Hours described in subsection
(c) next above for employees on a maternity or paternity leave of absence shall
be determined in the same manner as compensated hours of service, hours shall be
credited for the period in which such duties were performed (regardless of when
payment is due) or for which such compensation was paid and for this purpose the
rules for crediting hours of service set forth in section 2530.200b-2 of the
Department of Labor regulations are hereby incorporated by reference; provided
that hours of service credited under subsection (c) next above for a maternity
or paternity leave of absence shall be credited to the year in which the
maternity or paternity leave begins if such hours are required to prevent a
break in service from occurring in such year, or if not so required in that
year, such hours shall be credited in the immediately following year. In
construing the foregoing provisions of this section, ambiguities shall be
resolved in favor of crediting employees with hours of service.

2.7 Leave of Absence.
A "leave of absence" as used in the plan means:


  (a) A leave of absence required by law or granted by an
  employer on account of service in military or governmental branches described
  in any applicable statute (including chapter 43 of title 38 of the United
  States Code) granting reemployment rights to employees who enter such
  branches, or any other military or governmental branch designated by the
  employer ("qualified military service"), provided the employee
  timely returns to employment with a Lands' End company.

  (b) A leave of absence for any period the employee is
  absent from work by reason of the employee's pregnancy, the birth of a child
  of the employee, the placement of a child with the employee in connection with
  the adoption of the child by the employee or the caring for the child for a
  period beginning immediately after such birth or placement.

  (c) Any other absence from active employment with an
  employer that is approved by it and not treated by it as a termination of
  employment.



Leaves of absence granted by an employer will be governed by
rules uniformly applied to all employees of that employer similarly situated.

2.8 Qualified Military Service


. Notwithstanding anything to the contrary in the plan,
effective December 12, 1994, benefits, vesting service and benefit service
credit with respect to qualified military service will be provided in accordance
with Section 414(u) of the Code.


ARTICLE 3

Participant Contributions


3.1 Participant Elective
Contributions


. Subject to the conditions and limitations of this Article 3
and Article 8, for each plan year each active participant may elect to reduce
his compensation from his employer by an amount equal to at least one percent
but not in excess of seventeen percent (fifteen percent prior to August 1, 2001)
(in whole multiples of one percent) of his compensation for such plan year, and
his employer shall, in accordance with subsection 4.1(b), contribute the amount
of such reduction to the plan on his behalf as an "elective
contribution." Notwithstanding any provision contained herein to the
contrary, in any calendar year, a participant's elective contributions to this
plan and to any other qualified plan which permits "elective
deferrals" (as defined in Section 402(g)(3) of the Code) may not exceed
$10,500 in the year 2001 or $11,000 in the year 2002 (or such other maximum
amount as was or may be permitted from time to time by the Secretary of the
Treasury or by law as provided in Section 402(g) of the Code). Elective
contributions made on behalf of a participant for a plan year which are not in
excess of six percent of his compensation for such plan year shall be considered
his "participating elective contributions" which are eligible for the
employer matching contributions provided for in subsection 4.1(a). The elective
contributions made on behalf of a participant and the earnings thereon shall be
fully vested and nonforfeitable at all times. Each participant shall elect his
rate of elective contribution pursuant to a signed written election provided by
the plan administrator. Completion of such election form shall evidence the
participant's authorization to reduce his compensation and his agreement (until
subsequently modified by such participant as permitted by section 3.3 or until
he shall cease to be an active participant) to have elective contributions made
on his behalf at his chosen rate.

3.2 Form of Participant
Contributions


. All participant elective contributions shall be made by
payroll deduction (or periodically corresponding to payroll deduction) or by any
other method approved by the plan administrator. The plan administrator may
adopt appropriate regulations, procedures or forms pertaining to participant
contributions. Elective contributions shall be paid to the trust as soon as
practicable after the date made or deducted.

3.3 Variation, Discontinuance and
Resumption of Contributions


. A participant may elect to reduce or increase his rate of
elective contributions that are made by payroll deduction as of any January 1,
April 1, July 1 or October 1 (or such other period as the plan administrator
establishes) by making an election with the plan administrator under uniform
rules established by the plan administrator. Such participant election shall be
effective as of the first payroll period after such date. A participant may
elect to discontinue making all such contributions as of any regularly scheduled
payday of his employer by making an election with the plan administrator under
uniform rules established by the plan administrator. A participant may elect to
resume making elective contributions as of the first day of any calendar quarter
following the date which is six months after the date of discontinuance.

3.4 Compensation


. For purposes of the plan, a participant's
"compensation" means his regular earnings for services rendered to the
employers as a covered employee for the plan year, to include overtime and
bonuses but excluding:


  (a) any amounts contributed by the employers for the
  participant's benefit to this plan or any other profit sharing, pension, stock
  bonus or other retirement or benefit plan maintained by the employers,
  provided, however, any amounts contributed under a salary reduction
  arrangement under Sections 401(k), 125 or 132(f)(4) of the Code shall be
  considered a part of compensation;

  (b) any reimbursements for travel expenses, relocation
  allowances, automobile allowances, educational assistance allowances, awards
  and other special allowances;

  (c) any income realized for federal income tax purposes as
  a result of the grant or exercise of an option or options to acquire shares of
  stock, the receipt of cash appreciation payment in lieu of the exercise of
  such an option or options, the disposition of shares acquired on exercise of
  such an option, the transfer of restricted shares of stock, or restricted
  property, of the employers, or the removal of any such restrictions;

  (d) any compensation paid or payable to the participant, or
  to any governmental body or agency on account of the participant, under the
  terms of any state, federal or foreign law requiring the payment of such
  compensation because of the participant's voluntary or involuntary termination
  of employment with an employer, including any severance pay paid as a result
  of the participant's termination of employment; and

  (e) Any compensation paid or payable to the participant
  which is in excess of the maximum compensation that may be considered under a
  plan pursuant to Section 401(a)(17) of the Code (or such other amount as was
  or may be determined from time to time by the Secretary of Treasury or his
  delegate or by law) which amount for 2001 is $170,000 and for 2002 will be
  $200,000.



3.5 Rollover Contributions.
The plan administrator may, in its discretion, permit any covered employee of an
employer to have any portion of an eligible rollover distribution (as defined in
Section 402(c)(4) of the Code) paid directly to the plan from an eligible
retirement plan (as defined in section 6.7) or make a qualifying rollover
contribution to the plan; provided the amount of such contribution is at least
$1000. A "qualifying rollover contribution" means the contribution to
the plan by a covered employee of a portion or all of an eligible rollover
distribution (as defined in Section 402(c)(4) of the Code) or a rollover
contribution (as defined in Section 408(d)(3) of the Code).

A qualifying rollover contribution to be made by a covered
employee must be made to the trust as directed by the plan administrator by not
later than the sixtieth day following the day upon which the covered employee
received the eligible rollover distribution or rollover contribution with
respect to which the qualifying rollover contribution is to be made. If an
employee makes a direct or qualifying rollover contribution on a date other than
a valuation date (as defined in section 5.2), a segregated account shall be
established on such date on his behalf until the next accounting date under the
plan to reflect the income, losses, appreciation and depreciation attributable
thereto until such accounting date. A covered employee's direct or qualifying
rollover contribution shall be credited to the participant's rollover account
(as defined in section 5.1(d)) as of the accounting date coincident with or next
following the date the contribution is made.

3.6 Transferred Benefits.
If an employee of an employer had previously participated in any other qualified
pension, profit sharing, stock bonus or other retirement or employee benefit
plan and such other plan permits the transfer to this plan of the vested portion
of such employee's benefits under such other plan, and if so directed by the
plan administrator in its discretion, the trustee shall accept a transfer of
cash to this plan equal to the vested benefits of such employee under such other
plan which are being transferred to this plan. No amounts shall be transferred
to this plan from any other plan if the accrued benefit payable to the employee
under such other plan must be provided in the form of a qualified joint and
survivor annuity or if a qualified preretirement survivor annuity must be
provided to the surviving spouse of such employee with respect to such accrued
benefit unless a supplement is adopted for the purpose of preserving the
optional forms of payment that are applicable to such transferred amount. If the
date on which such transfer is received by the trustee is not a valuation date,
a segregated account shall be established on such date on behalf of the covered
employee until the next valuation date under the plan to reflect the income,
losses, appreciation and depreciation attributable thereto until such valuation
date. The participant's transferred benefits (as adjusted to reflect the
investment experience of a segregated account, if initially credited to a
segregated account) shall be credited to his rollover account (or any other
applicable account as designated by the plan administrator) as of the valuation
date coincident with or next following the date the transfer is made.

3.7 Restricted Participation with
Respect to Rollover Contributions and Transferred Benefits.
For purposes of the plan, a participant with respect to whom a qualifying
rollover contribution or a transfer of benefits is made in accordance with
section 3.5 or 3.6, respectively, shall not be eligible (i) to make elective
contributions or to have employer contributions made on his behalf before
becoming a participant for all purposes of the plan in accordance with section
2.1, or (ii) to invest any portion of such qualifying rollover contribution or
transfer of benefits in the Lands' End, Inc. Stock Fund as described in section
5.4.


ARTICLE 4

Employers' Contributions


4.1 Employers' Contributions.
Subject to the conditions and limitations of this Article 4 and Article 8, for
each plan year each employer will make a contribution under the plan for each
participant employed by it during that plan year in an amount equal to the sum
of the following:


  (a) Employer Matching Contributions. For all periods
  prior to January 1, 1998, with respect to each participant who is considered
  to have made participating elective contributions to the plan, the employers
  shall make a matching contribution, on behalf of each such participant, equal
  to 50 percent of the amount of such participant's participating elective
  contributions which such participant has made for the plan year up to a
  maximum matching contribution of three percent of the participant's
  compensation; provided, however, if a participant fails to complete 1,000 or
  more hours of service during the plan year, no employer matching contribution
  shall be made on behalf of such participant in the following plan year unless
  such participant completes 1,000 hours of service in such following plan year.
  Effective as of January 1, 1998, for each participant who makes elective
  contributions in or after the calendar quarter immediately following the
  twelve (12) consecutive month period commencing on the participant's
  employment commencement date, the employers shall make a matching contribution
  of the participant's account equal to fifty percent (50%) of the amount of the
  participant's elective contribution; provided, however, that the employers'
  maximum matching contribution for the plan year shall not exceed three percent
  (3%) of the participant's compensation during that portion of the plan year
  for which he is eligible for employer matching contributions; provided
  further, that if a participant fails to complete 1,000 or more hours of
  service during the plan year, no employer matching contribution shall be made
  on behalf of such participant in the following plan year unless such
  participant completes 1,000 or more hours of service in such following plan
  year.

  (b) Elective Contributions. 100 percent of the
  elective contributions (as defined in section 3.1), if any, elected by the
  participant for that plan year.

  (c) Profit Sharing Contributions. That amount, if
  any, which the company determines by resolution of its Board of Directors, to
  contribute to the plan on behalf of an employer. Any such resolution shall
  specify the amount of the contribution or a definite basis or formula by which
  the contribution can be determined within a reasonable time after the end of
  that plan year. Such contribution shall be allocated to participants' accounts
  as of the last day of the plan year for which such contributions are made in
  accordance with section 4.3.

  

  4.2 Payment of Employers' Contributions

  
. It is intended that each employer's contributions under the
plan to be made in accordance with section 4.1 for a plan year shall be paid to
the trust fund (as described in section 1.6) implementing the plan, as soon as
possible, without interest, but in no event shall any of the employers'
contributions to be made in accordance with section 4.1 be made later than the
time prescribed by law for filing the company's federal income tax return for
its fiscal year coinciding with the plan year for which such contributions are
made, including any extensions of time thereof.

4.3 Allocation and Crediting of
Profit Sharing Contributions.
Subject to the limitations of this Article and Article 8, profit sharing
contributions made for the benefit of participants employed by such employer
shall be allocated as of the last day of the plan year among the profit sharing
contribution accounts of the plan participants who completed 1,000 or more hours
of service during such plan year, so long as such participants are employed with
an employer on the last day of the plan year; provided, however, that in the
case of a participant who terminated employment with an employer prior to the
last day of a plan year because of permanent disability (as defined in section
6.1), death, or retirement at or after attaining age 60 with 10 or more years of
service, such participant shall receive with respect to such plan year, an
allocation of the profit sharing contribution to the plan for such plan year
based on such participant's compensation for the plan year; provided further,
that, effective January 1, 1998, no profit sharing contribution shall be
allocated to any participant for any plan year which ends prior to completion of
the twelve (12) consecutive month period commencing on the participant's
employment commencement date. Unless otherwise provided by the company, such
contribution shall be allocated in the ratio which each participant's
compensation bears to the aggregate of the compensation for the plan year for
all plan participants eligible to share in that employer's profit sharing
contribution.

4.4 Crediting of Elective
Contributions and Employer Matching Contributions.
Subject to the limitations of this Article and Article 8, (i) elective
contributions shall be allocated and credited to the elective contribution
accounts of participants making such elective contributions during such plan
year and (ii) employer matching contributions shall be allocated and credited to
the employer matching contribution accounts of participants who make such
elective contributions, as soon as reasonably practical after the date such
elective contributions are withheld from the participant's compensation but no
later than the next following accounting date; provided, however, if during the
plan year the participant fails to complete at least 1,000 hours of service, the
employer matching contribution made on behalf of such participant for the next
following plan year, if any, will be allocated and credited to the participant's
employer matching contribution account as of the last day of the next following
plan year provided such participant is then employed by a Lands' End company and
has completed at least 1,000 hours of service during such plan year; and further
provided, that with respect to the plan year in which a participant is rehired
and again participates in the plan, the employer matching contribution shall be
allocated and credited to such rehired participant's employer matching
contribution amount as of the last day of such plan year if and only if such
rehired participant is then employed by a Lands' End company and has completed
at least 1,000 hours of service during the plan year.

4.5 Verification of Employers'
Contributions. The certificate of
an independent certified public accountant selected by the company as to the
correctness of any amounts or calculations relating to the employers'
contributions under the plan for any plan year shall be conclusive on all
persons.


ARTICLE 5

Plan Accounting and Investment Funds


5.1 Participant Account Balances.
The plan administrator will establish and maintain the following separate
accounts with respect to plan participants:


  (a) Employer Matching Contribution Account. An
  "employer matching contribution account" shall be maintained on
  behalf of each participant which will represent the employer matching
  contributions made on his behalf to the plan and the earnings, expenses,
  appreciation and depreciation attributable thereto.

  (b) Profit Sharing Contribution Account. A
  "profit sharing contribution account" shall be maintained on behalf
  of each participant which will represent the profit sharing contributions made
  on his behalf to the plan and the earnings, expenses, appreciation and
  depreciation attributable thereto.

  (c) Elective Contribution Account. An "elective
  contribution account" shall be maintained on behalf of each participant
  which will represent the elective contributions made on the participant's
  behalf to the plan and the earnings, expenses, appreciation and depreciation
  attributable thereto.

  (d) Rollover Account. A "rollover account"
  shall be maintained on behalf of each plan participant which shall represent
  the participant's rollover contributions and transferred benefits to the plan
  made in accordance with section 3.5 or 3.6 of the plan and the earnings,
  expenses, appreciation and depreciation attributable thereto.



The plan administrator may maintain such other accounts in
the name of participants as it considers desirable. The maintenance of separate
account balances shall not require physical segregation of plan assets with
respect to each account balance. The accounts maintained hereunder represent the
participants' interests in the plan and trust and are intended as bookkeeping
account records to assist the plan administrator and the trustee in the
administration of this plan. Any reference to a participant's
"accounts" or "account balances" shall refer to all of the
accounts maintained in the participant's name under the plan, and any reference
to the participant's "employer contribution account" shall refer to
the employer matching contribution account and profit sharing contribution
account maintained in the participant's name under the plan. Participants shall
at all times have 100 percent vested and nonforfeitable interests in all of
their accounts.

5.2 Accounting Dates and Valuation
Dates. An "accounting
date" is each March 31, June 30, September 30, and
December 31, the date of the termination or any partial termination of the
plan and any other date designed as such by the plan administrator. The three
month period (or shorter period in the case of a special accounting date) ending
on each accounting date is sometimes referred to herein as the "accounting
period." A "valuation date" is each day on which the assets of
the plan are valued by the trustee and earnings or losses thereon are allocated
among the participants' accounts.

5.3 Investment of Account Balances.
The trustee, the investment manager and any insurance institution responsible
for investment of trust assets shall be permitted to commingle the assets of the
trust for purposes of investment with the assets of other plans or trusts which
are intended to qualify for the federal tax exemption under Sections 401(a)
and 501(a) of the Code. Any documents which are required to be incorporated in
the plan and the trust to permit such commingled investments are hereby so
incorporated. Except to the extent required by section 5.4, segregated
investment of plan and trust assets shall not be required with respect to any
one or more plan participants. Each account invested in a particular investment
fund shall represent an undivided interest in such investment fund which
corresponds to the balance of such account.

5.4 Investment Funds.
From time to time the plan administrator may cause the trustee or an investment
manager to establish one or more investment funds for the investment and
reinvestment of plan assets. The plan administrator may direct the establishment
of additional investment funds or may terminate any investment fund as it deems
appropriate and in the best interest of plan participants. Participant loans
shall constitute segregated investments on behalf of the participant to whom
such loans are made and shall not be reflected in any investment fund. Except as
provided in this section and sections 5.6 and 5.7, participants' accounts
shall be invested in any one or more investment funds as determined by the
trustee. In addition, a "Lands' End, Inc. Stock Fund" will be offered
to participants and such fund shall be invested and reinvested primarily in
shares of common stock of the company ("company shares") which
constitute "qualifying employer securities" under Section 407 (d) (5)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

5.5 Investment in Company Shares.
Subject to the provisions of section 5.6, participants may elect to have a
portion of their elective contribution account and employer contribution account
invested by the trustee in the Lands' End, Inc. Stock Fund. For this purpose it
is intended that the plan be considered an "eligible individual account
plan" which explicitly provides for the acquisition and holding of
"qualifying employer securities" (as such term is defined in Sections
407 (d) (3) and 407 (d) (5) of ERISA) and that the trustee may invest up to one
hundred percent of the trust fund held by it in company shares, to the extent
elected by participants. Company shares may be acquired by the trustee through
purchases on the open market, private purchases, purchases from the employers
(including purchases from the company of treasury shares or authorized but
unissued shares), or otherwise. Except with respect to company shares purchased
on the open market, no purchase of company shares shall be made at a price in
excess of the closing price on the New York Stock Exchange for company shares on
the business day on which company shares were last traded next preceding the
date of purchase. Pending investment in company shares, the participant elective
contributions, employer matching contributions and profit sharing contributions
invested in the Lands' End, Inc. Stock Fund pursuant to participant investment
elections may be invested in cash.

5.6 Investment Elections.
Each participant may elect, in accordance with uniform rules established by the
plan administrator and in a form provided for this purpose, to have his account
balances as of the date (after all adjustments as of that date have been made)
invested in accordance with his election entirely in one of the investment funds
or partially in several of the investment funds. Investment directions may be
changed as of any valuation date (or such other date as the plan administrator
establishes) in accordance with procedures established by the plan
administrator. Similarly, as of any valuation date, each participant may elect,
in accordance with uniform rules established by the plan administrator, to have
future contributions made on his behalf invested in accordance with his election
entirely in one of the investment funds or partially in several of the
investment funds. Notwithstanding the foregoing, no participant may elect to
transfer any amount of his account balances invested in any of the funds offered
from time to time under the plan from any such fund to the Lands' End, Inc.
Stock Fund, and no more than fifteen percent of the future contributions made on
behalf of any participant may be invested in the Lands' End, Inc. Stock Fund.
Notwithstanding any other provision of the plan to the contrary, no
"officer" of the company (as defined in Section 142 of the Delaware
General Corporation Law) and no other individual who is considered an
"insider" for purposes of Section 16 (b) of the Securities Exchange
Act of 1934 shall be permitted to invest any portion of their accounts in the
Lands' End, Inc. Stock Fund.

5.7 Manner of Making Investment
Elections. All investment
elections shall be made in a manner prescribed by the plan administrator. All
investment elections shall continue in force until changed or revoked by the
participant issuing the election. Investment elections shall be made, changed or
revoked at such times as may be permitted by the plan administrator and shall be
implemented as soon as practicable. If a participant fails to make a timely
election with respect to the investment of all or part of the portion of his
account that is subject to his investment directions (determined in accordance
with section 5.6), the portion over which the participant has not directed
the investment shall be invested in such manner as may be directed by the plan
administrator.

5.8 Investment Risks.
The plan is intended to comply with Section 404(c) of ERISA. Accordingly,
completion of any investment election by a participant shall constitute an
agreement by such participant to assume responsibility for the risk of
investment of his account in accordance with such investment election, it being
expressly understood that all of the investment funds involve some measure of
investment risk including the risk of diminution or loss of the principal amount
of any investment. All fiduciary responsibility with respect to the allocation
of his accounts between the various funds shall be considered to be delegated to
the participant who directs the investment of his contributions and accounts.

5.9 Adjustment of Participants'
Accounts. As of each valuation
date the account balances of plan participants shall be adjusted to reflect
payments and withdrawals of benefits, adjustments in the value of the trust fund
and of the investment funds, if any, and employers' and participants'
contributions, as follows:


  (a) First, all payments, withdrawals, loans and
  transfers of benefits made since the last preceding valuation date that have
  not been charged previously shall be charged to the proper accounts;

  (b) Next, the accounts of each participant shall be
  credited with his pro rata share of any increase, or charged with his pro rata
  share of any decrease, since the next preceding valuation date in the value of
  the adjusted net worth (as defined below) of the trust or each investment
  fund, if any, in the trust in which he has an interest as of the date (after
  taking into account any charges in accordance with subsection (a) next above);
  and

  (c) Finally, the employer contributions and
  participants' elective contributions that are to be credited as of that date
  shall be credited to the proper contribution accounts.



The "adjusted net worth" of the trust fund or an
investment fund as of any date means the net worth of the trust fund as
determined by the trustee, or of the investment fund as determined by the
trustee,

investment manager or insurance company with custody of that
investment fund, in accordance with the provisions of the applicable agreement
with the trustee or the investment manager or insurance company.

5.10 Plan Expenses.
All costs and expenses incurred in connection with the general administration of
the plan and trust shall, to the extent not paid by the company, be allocated
among the investment funds in the proportion in which the amount invested in
each such fund bears to the amount invested in all funds as of the valuation
date preceding the day of allocation, provided that all costs and expenses
directly identifiable to one fund shall be allocated to that fund.

5..11 Statement of Accounts.
As soon as practicable after the last day of each plan year, and at such other
times as the plan administrator considers desirable, each participant will be
furnished with a statement reflecting the condition of his accounts as of that
date. No participant shall have the right to inspect the records reflecting the
accounts of any other participant.

5.12 Allocation of Company Shares.
As of each accounting date, all company shares then held under the Lands' End,
Inc. Stock Fund shall be considered as purchased for the accounts of
participants who have elected to invest in the Lands' End, Inc. Stock Fund to
the extend their respective accounts can be charged therefore on the basis of
the established unit value of the Lands' End, Inc. Stock Fund as determined by
the investment manager of the Lands' End, Inc. Stock Fund. The interest of a
participant who has elected to invest in the Lands' End, Inc. Stock Fund at any
time shall be an amount equal to the then value of a unit in the Lands' End,
Inc. Stock Fund, and multiplied by the number of units then credited to such
participants.

5.13 Additional Accounting Rules.
The following additional accounting rule applies to participants who have
elected to invest in the Lands' End, Inc. Stock Fund and have had company shares
credited to their accounts: if rights or warrants are issued with respect to any
company shares held by the trustee, such rights or warrants shall be sold by the
trustee and the proceeds thereof shall be appropriately reflected in
participants' accounts in accordance with rules established by the plan
administrator and uniformly applied.

5.14 Voting of Company Shares.
The trustee shall furnish to each participant who has company shares credited to
his accounts notice of the date and purpose of each meeting of the stockholders
of the company at which such company shares are entitled to be voted. The
trustee shall request from each such participant instructions as to the voting
at that meeting of company shares credited to his accounts. If the participant
furnishes such instructions to the trustee within the time specified in the
notification given to him, the trustee shall vote such company shares in
accordance with the participant's instructions, except as may otherwise be
required by ERISA. Such instructions shall be held in confidence and shall not
be divulged or released to any person including any officer or any other
employee of the company. All company shares credited to accounts as to which the
trustee does not receive voting instructions as specified above, and all
unallocated company shares held by the trustee, shall be voted by the trustee
proportionately in the same manner as the trustee votes company shares to which
the trustee has received voting instructions as specified above, except as may
otherwise be required by ERISA. Similarly, the trustee shall furnish to each
participant who has company shares credited to his accounts notice of any tender
offer for, or a request or invitation for tenders of company shares made to the
trustee. The trustee shall request from each such participant instructions as to
the tendering of company shares credited to his accounts and for this purpose
the trustee shall provide participants with a reasonable period of time in which
they may consider any such tender offer for or request or invitation for tenders
of, company shares made to the trustee. Such instructions shall be held in
confidence and shall not be divulged or released to any person including any
officer or any other employee of the company. The trustee shall tender the
company shares as to which the trustee has received instructions to tender from
participants within the time specified by the trustee, except as may otherwise
be required by ERISA. Company shares credited to accounts as to which the
trustee has not received instructions from participants shall not be tendered,
unless otherwise required by ERISA. As to all unallocated company shares held by
the trustee, the trustee shall tender the same proportion thereof as the number
of allocated shares to be tendered bears to the total number of allocated shares
(and accordingly with the number of unallocated company shares not being
tendered being the same proportion thereof that the number of allocated company
shares which are not being tendered bears to the total number of allocated
company shares), except as may otherwise be required by ERISA. In carrying out
the trustee's responsibilities hereunder the trustee may rely on information
furnished by the plan administrator, including the names and current addresses
of participants, the number of company shares credited to their accounts, and
the number of shares held by the trustee that have not been allocated.

ARTICLE 6

Distribution of Account Balances


6.1 Separation From Service. If a
participant's employment with the Lands' End companies is terminated for any
reason (including death, retirement, permanent disability, resignation or
dismissal) the balances in all of his accounts, as of the valuation date
coincident with or next following the date of his termination of employment or
death (after all adjustments required under the plan as of that date have been
made, but subject to any further adjustments required under the plan prior to
complete distribution of his accounts), shall be distributable to him, or in the
event of his death to his beneficiary, in accordance with sections 6.2 and
6.3. A participant will be considered to have incurred a "permanent
disability" for purposes of the plan if due to a disability caused by
bodily injury or disease he is unable to engage in any occupation for
remuneration or profit which, in the opinion of a physician selected by the plan
administrator, is likely to persist for the balance of the participant's life.

6.2 Methods of Benefit Payment.
A participant's account balances which are distributable under section 6.1
shall be paid at the election of the participant to or for the benefit of the
participant or his beneficiary following his termination of employment by
payment in a lump sum. Payment shall be made in cash; provided, that amounts
payable from the Lands' End, Inc. Stock Fund may be paid in cash or company
shares, at the participant's discretion, provided further that any fractional
amount of company shares allocated to a participant's accounts shall be paid in
cash. Payments from the Lands' End, Inc. Stock Fund that are made in cash
instead of company shares shall have a value equal to the proceeds obtained by
the trustee for the company shares sold to make such distribution.
Notwithstanding the foregoing, if distribution of a participant's accounts has
not commenced prior to his death the participant's accounts shall be distributed
to his designated beneficiary in a lump sum within five years of the date of his
death. If the surviving spouse dies before distributions to such spouse begin,
distributions of the participant's accounts pursuant to this section 6.2
shall be made as if the surviving spouse were the employee.

6.3 Selection of Time and Manner of
Benefit Payment. Payment of
benefits under the plan to a participant shall commence not later than the 60th
day after the end of the plan year in which occurs the later of the
participant's termination of employment or his attainment of age 65 years.
Anything herein to the contrary notwithstanding, each participant who attains
age 70 1/2 years must commence receiving minimum required benefits by the April 1
of the calendar year following the year in which he attains age 70 1/2 years;
provided however, effective January 1, 1998, each participant who is not a 5%
owner must commence receiving minimum required benefits as of the later of the
April 1 following the calendar year in which he attains age 70 1/2 years or the
date of his termination of employment. In addition, anything in this Article 6
to the contrary notwithstanding, upon a participant's termination of employment
with an employer (i) his account balance shall be immediately distributable to
him (or in the event of his death, to his designated beneficiary) in the form of
a single, lump sum payment if his account balance is not more than the dollar
limit under Section 401(a)(11)(A) of the Code ($3,500 through 1997, $5,000 in
1998 and adjusted annually for inflation thereafter) at the time of
distribution; and (ii) no amount shall be immediately distributable to the
participant without his consent prior to the date he attains age 65 years if his
vested account balance exceeds the dollar limit under Section 401(a)(11)(A) of
the Code ($3,500 through 1997, $5,000 in 1998 and adjusted annually for
inflation thereafter) at the time of distribution. Any consents required under
this section 6.3 must be submitted in writing to the plan administrator within
the ninety (90) days ending on a participant's benefit commencement date. A
participant's "benefit commencement date" means the first date of the
month as of which the participant is entitled to receive any benefit payment
under the plan pursuant to such participant's election in accordance with the
terms of the plan, or by automatic operation of certain plan provisions.

6.4 Designated Beneficiaries.
A participant may from time to time designate a beneficiary or beneficiaries to
whom the participant's benefits will be distributed in the event of the
participant's death prior to complete payment of his benefits under the plan. A
participant may designate contingent or successive beneficiaries and may name
individuals, legal persons or entities, trusts, estates, trustees or other legal
representatives as beneficiaries. Notwithstanding the foregoing or any
beneficiary designation filed by a participant, if a participant is married at
the date of his death, the participant's surviving spouse will be his designated
beneficiary for all purposes of the plan unless the surviving spouse consents in
writing to the participant's designation of another beneficiary. Beneficiary
designations must be completed and filed with the plan administrator during the
participant's lifetime. A beneficiary designation properly completed and filed
will cancel all such designations filed earlier. The consent of a surviving
spouse to the participant's designation of another beneficiary must be in
writing, just acknowledge the effect of such designation, and must be witnessed
by a plan representative or a notary public. In addition, such designation of
another beneficiary may not be changed without further spousal consent unless
the consent of the spouse expressly permits further designations without any
requirement of further consent.

6.5 Payment to Substitute
Beneficiaries. If benefits remain
to be paid with respect to a plan participant at a time when the plan
administrator is unable to locate the participant and his beneficiary or
beneficiaries designated in accordance with section 6.4, or following the
death of the participant and such designated beneficiaries, then the plan
administrator shall cause the participant's benefits to be distributed or paid
to the person or persons who can be located and agree to accept such amounts
within the applicable priority categories set forth below. Participants and
designated beneficiaries are required to maintain a current post office address
on file with the plan administrator. A substitute beneficiary will not be
determined under this section with respect to a missing participant or missing
beneficiary unless the participant or designated beneficiaries, as the case may
be, have failed to claim the participant's account balances or notify the plan
administrator of their whereabouts within three years after the plan
administrator notifies such participant or beneficiaries of their entitlement to
benefits at their last post office addresses filed with the plan administrator.
Such notices shall describe the amounts to which the participant or the
beneficiaries are entitled and shall describe the substitution procedures of
this section. In disposing of a participant's benefits in accordance with this
section the plan administrator shall cause the participant's benefits to be
distributed in accordance with the following priority categories:


  (a) In the event of a missing plan participant, benefits
  will be distributed to the participant's designated beneficiary or
  beneficiaries.

  (b) In the event the participant and all designated
  beneficiaries are missing, benefits will be distributed to the participant's
  spouse.

  (c) In the event the participant, all designated
  beneficiaries and the participant's spouse are missing, benefits will be
  distributed in such proportions as the plan administrator decides to one or
  more of the participant's relatives by blood, marriage or adoption.

  (d) After unsuccessful attempts have been made by the plan
  administrator to locate persons described in the priority categories set forth
  above, the benefits of the participant or of any beneficiary will be disposed
  in any manner permitted by law which the plan administrator considers to be
  fair and equitable.

  

  6.6 Payment with Respect to Incapacitated Participants
  or Beneficiaries. If any person
  entitled to benefits under the plan is under legal disability or, in the plan
  administrator's opinion, is incapacitated in any way so as to be unable to
  manage his financial affairs, the plan administrator may in its sole
  discretion direct the payment of such benefits to such person's legal
  representative or to a relative or friend of such person for such person's
  benefit, or the plan administrator may direct the application of such benefits
  for the benefits of such person in any manner which the plan administrator may
  select that is permitted by federal law and is consistent with the plan. Any
  payments made in accordance with the foregoing provisions of this section
  shall be a full and complete discharge of any liability for such payments.

  6.7 Direct Rollover of Eligible Rollover Distributions.
  Notwithstanding any provision of the plan to the contrary that would otherwise
  limit a distributee's election under this section, a distributee may elect, at
  the time and in the manner prescribed by the plan administrator, to have any
  portion of an eligible rollover distribution paid directly to an eligible
  retirement plan specified by the distributee in a direct rollover.

An "eligible rollover distribution" is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; the portion of any distribution
that is not includable in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities);
and, effective January 1, 1999, any distribution that qualifies as a
"hardship distribution" (as described in Section 401(k)(2)(B)(i)(IV)
of the Code). Effective January 1, 2002, a portion of a distribution shall not
fail to be an eligible rollover distribution merely because the portion consists
of after-tax employee contributions which are not includable in gross income.
However, such portion may be transferred only to an individual retirement
account or annuity described in Section 408(a) or (b) of the Code, or to a
qualified defined contribution plan described in Section 401(a) or 403(a) of the
Code that agrees to separately account for amounts so transferred, including
separately accounting for the portion of such distribution which is includable
in gross income and the portion of such distribution which is not so includable.

An "eligible retirement plan" is an individual
retirement account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the distributee's eligible rollover
distribution, or, effective January 1, 2002, an annuity contract described in
Section 403(b) of the Code or an eligible plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
plan, that accepts the distributee's eligible rollover distribution. However, in
the case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or individual
retirement annuity; provided that, effective January 1, 2002, the definition of
eligible retirement plan shall also apply in the case of a distribution to a
surviving spouse, or to a spouse or former spouse who is the alternate payee
under a qualified domestic relation order (as defined in Section 414(p) of the
Code).

A "distributee" includes an employee or former
employee. In addition, the employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order (as defined in Section 414(p)
of the Code) are distributees with regard to the interest of the spouse or
former spouse.

A "direct rollover" is a payment by the plan to the
eligible retirement plan specified by the distributee.

ARTICLE 7

Withdrawals and Loans During Employment


7.1 Withdrawal of Rollover
Contribution Account. A
participant may, upon notice given to the plan administrator, withdraw all or
any portion of such participant's rollover account, valued as of the valuation
date of such withdrawal, subject to a minimum withdrawal of $1,000 or the
rollover contribution account balance, whichever is less. Distribution of such
withdrawals shall be made within a reasonable time following the date of the
request. The plan administrator may, from time to time, establish such rules and
procedures as it deems appropriate to administer or limit the withdrawal of
rollover contributions.

7.2 Hardship Withdrawals.
A participant who is experiencing a financial hardship may request a withdrawal
of the lesser of his elective contributions account or his elective
contributions (but not earnings thereon) by making a request with the plan
administrator at least 30 days prior to the date as of which the withdrawal is
to be made (unless the plan administrator for good cause determines to waive
such notice requirement on a case by case basis). The plan administrator will
have discretion to grant or deny any such requests for hardship withdrawals,
subject to the following:


  
    (i) Each request for financial hardship must describe the
    hardship for which the withdrawal is requested.

    (ii) The minimum amount of each withdrawal request shall
    be $1,000.

    (iii) A withdrawal shall be considered on account of
    financial hardship if it is necessary in light of the participant's
    immediate and heavy financial need as described in (A) below and it is
    necessary to satisfy such financial need, as described in (B) below.

    
      (A) A withdrawal will be on account of immediate and
      heavy financial need only if it is on account of (I) medical expenses
      described in Section 213(d) of the Code incurred by the participant
      or the participant's spouse or dependents; (II) purchase (excluding
      mortgage payments) of a principal residence for the participant;
      (III) payment of tuition and related educational fees for the next
      twelve months of post-secondary education for the participant or the
      participant's children or dependents; (IV) the need to prevent the
      eviction of the participant from the participant's principal residence or
      the foreclosure on the mortgage of the participant's principal residence;
      (V) such other purpose deemed by the plan administrator to constitute
      immediate and heavy financial need; or (VI) such other purpose deemed
      by the Commissioner of the Internal Revenue Service to constitute
      immediate and heavy financial need.

      (B) A withdrawal will be necessary to satisfy the
      financial need described in (A) above only if (I) the withdrawal does
      not exceed the amount necessary to meet such financial needs (including
      amounts necessary to pay any federal, state or local income taxes or
      penalties reasonably anticipated to result from the withdrawal); and
      (II) the participant has obtained all distributions, other than
      hardship withdrawals, under all plans maintained by the Lands' End
      companies.

    

    (iv) In the event that the plan administrator grants a
    participant's request for a hardship withdrawal, such participant shall not
    be permitted to make elective contributions under the plan until the first
    day of the calendar quarter following 6 full calendar months after the
    withdrawal (12 full calendar months after the withdrawal for hardship
    withdrawals made prior to January 1, 2002).

    (v) Notwithstanding the provisions of section 3.1,
    the aggregate elective contributions to the plan and to any other plan
    maintained by the Lands' End companies for the calendar year immediately
    following the calendar year in which the participant receives the hardship
    withdrawal shall not exceed the excess of (A) the maximum amount
    specified in section 3.1 for such year over (B) the amount of such
    participant's elective contributions to this plan and to any other plan
    maintained by the Lands' End companies in the calendar year in which the
    participant receives the hardship withdrawal.

  



7.3 Withdrawals After Age 59 1/2.
A participant who is still employed by or considered employed by the Lands' End
companies and who has attained age 59 1/2 may request a withdrawal of all or any
portion of his elective contribution account for any reason by making a request
with the plan administrator, subject to a minimum withdrawal of $1,000. No more
than two such withdrawals may be made during any plan year. Such request must be
made in the appropriate manner and according to procedures adopted by the plan
administrator. Such withdrawals shall be made at the discretion of the plan
administrator.

7.4 Loans to Participants.
While it is the primary purpose of the plan to provide funds for participants
when they leave the Lands' End companies, it is recognized under some
circumstances it would be in the best interests of participants to permit loans
to be made to them from their accounts. The plan administrator may direct that a
loan be made to a participant for such purposes as are described below, subject
to the following:


  (a) A participant may take out a loan for the purpose of
  meeting extraordinary expenses (hereinafter referred to as a "hardship
  loan") incurred on account of (i) accident, sickness, disability or other
  uninsured medical emergency affecting the participant or any of the
  participant's dependents; (ii) the purchase or construction of a participant's
  principal residence, or to prevent eviction from or foreclosure on a
  participant's principal residence; or (iii) tuition and associated room and
  board for post-secondary education for the participant, the participant's
  spouse, or the participant's dependent. In addition, a participant may take
  out a loan in an amount not to exceed $5,000 for any reason (hereinafter
  referred to as a "personal loan"). A participant may only have one
  (1) hardship loan and one (1) personal loan outstanding at any time; provided,
  however, that a hardship loan taken out for tuition and related education
  expenses under clause (iii) above may be rewritten and related principal
  amount increased to meet additional tuition and related expenses anticipated
  to be incurred in subsequent years of education. No other loans are permitted
  under the plan.

  (b) Each request for a loan under this section must be for
  at least $1,000 and be by application to the plan administrator supported by
  such evidence as it may request.

  (c) Each loan must be evidenced by a note in a form
  furnished by the plan administrator and secured by a portion of the
  participant's account balance. Fifty percent (50%) of a participant's total
  account balance is available to secure a hardship loan. When a hardship loan
  is granted, the security interest in the participant's account shall be
  applied pro rata to the participant's (i) employer matching contribution
  account, (ii) profit sharing contribution account, (iii) elective contribution
  account, and (iv) rollover account (as defined in section 5.1), based on the
  percentage each account bears to the participant's total account balance. One
  hundred percent (100%) of a participant's (i) elective contribution account,
  and (ii) rollover account shall be available to secure a personal loan, and
  the security interest arising from such a loan shall be allocated pro rata
  between the accounts based on the percentage each account bears to the sum of
  the two accounts. No portion of a participant's account balance previously
  used to secure a loan hereunder, and no collateral except as described in this
  section, shall be accepted as security.

  (d) The interest on each plan loan shall be commensurate
  with the prevailing rate charged by persons in the business of making loans
  under similar circumstances. The plan administrator shall monitor the
  prevailing interest rates charges by local banking institutions on loans and
  shall, in accordance therewith, establish a reasonable rate of interest on
  loans from the plan. Each loan shall be amortized in substantially level
  payments, made not less frequently than quarterly over the life of the loan.

  (e) The aggregate principal amount of all loans may not
  exceed the lesser of (i) $50,000 (reduced by the aggregate of principal
  payments made on any other plan loans during the one (1) year period prior to
  the date of a new loan), or (ii) fifty percent (50%) of the participant's
  total vested account balance.

  (f) Each loan will be for a term not exceeding five (5)
  years; except that a loan used to acquire or construct a participant's
  principal residence shall be for a term not to exceed ten (10) years. The
  company shall be entitled to rely on any representation made by a participant
  with regard to the purpose for which a loan is requested.

  (g) If after any participant's termination of employment
  any loan made to him or any part thereof, together with accrued interest
  thereon, remains unpaid, the total of the unpaid balance or balances and
  accrued interest shall be charged to the balances of the participant's
  accounts, as otherwise adjusted under the plan as of that date. The
  distribution of a participant's canceled note to him (or to his beneficiary in
  the event of his death) shall be considered as a payment for purposes of the
  plan.

  (h) Each note evidencing a loan to a participant shall be
  held on the participant's behalf and shall be considered an investment of his
  accounts. Accordingly, principal and interest payments on the note shall be
  credited to such accounts on the participant's behalf.

  (i) No transfers to the plan from a defined benefit pension
  plan are permitted, therefore no loan will be secured by any such amounts.

  (j) The plan administrator may, from time to time,
  establish such other rules and procedures (which shall be uniformly applicable
  to all participants similarly situated) as it may deem necessary regarding the
  granting of loans, including loan fees (which may be charged directly to the
  participant or to the participant's account).

  (k) Upon default, the plan may foreclose on the loan at the
  earliest opportunity permitted by law and the loan will, consequently, be
  treated as a taxable distribution at such time. During the period, if any,
  between the date of the event constituting default and the date of
  foreclosure, interest on the loan will continue to accrue and shall be charged
  to the participant's account. The following events will constitute default of
  a loan: (i) the failure to make an installment payment on the date on
  which it becomes due (provided that loan repayments will be suspended under
  this plan as permitted under Section 414(u)(4) of the Code with respect to
  qualified military service); (ii) any other person (other than the plan
  trustee) acquires an interest in the participant's account except as otherwise
  required by law; (iii) the participant dies or becomes legally
  incompetent; or (iv) the participant's employment with all Lands' End
  companies is terminated for any reason, including retirement, disability,
  resignation or discharge. In the event of (iii) or (iv) above, there shall be
  no default if, immediately upon the occurrence of (iii) or (iv), the
  participant (or his estate or legal representative, as the case may be) pays
  the remaining balance of the loan together with accrued interest thereon.
  Notwithstanding anything in this section 7.4 to the contrary in the event
  of (iv) above there shall be no default if the participant continues to
  be a party in interest (as defined in Section 3(14) of the ERISA)
  following his termination of employment.



7.5 Distribution of Loans.
Loans for which all requested and necessary documentation has been received by
the plan administrator will be available for distribution to the participant as
soon thereafter as possible. Amounts available for loans shall be based on the
account balances as of the most recently completed valuation date for which
account balances have been determined.

7.6 No Representation Regarding Tax
Effect of Withdrawals or Loans.
Neither an employer, the plan administrator, the trustee, nor any other person
shall be construed as representing the tax effects of any withdrawals or loans
in accordance with this Article 7. It shall be the responsibility of
participants requesting withdrawals or loans to consider the tax effects of such
withdrawals or loans requested by such participant.

ARTICLE 8

Limitations


8.1 Contribution Limitations.
Section 415 of the Code imposes certain limitations on the amount of
contributions that may be allocated to a participant under a defined
contribution plan (as defined in Section 414(i) of the Code) maintained by
his employer. With respect to plan years commencing prior to January 1, 2000
only, if a participant in a defined contribution plan maintained by his employer
also is a participant in a defined benefit plan (as defined in
Section 414(j) of the Code) maintained by such employer, Section 415
of the Code imposes certain combined limitations as to the aggregate amount of
contributions and benefits that may be provided for the participant under both
types of plans. This plan is a defined contribution plan and, therefore, each
participant in the plan shall be subject to the maximum contribution and benefit
limitations set forth in section 8.2 or section 8.3, if applicable,
irrespective of any other provisions of the plan. For purposes of
Section 415 of the Code and this Article 8, the "limitation
year" with respect to this plan is the plan year, and a participant's
"total compensation" means, with respect to any limitation year,
compensation as defined under Treas. Reg. 1.415-2(d)(1) which has been paid to
the participant during that year for services rendered to the Lands' End
companies; provided, however, effective January 1, 1998, "total
compensation" shall include any elective deferral (as defined in Section
402(g)(3) of the Code) or any amount which is contributed or deferred by the
employer at the election of the participant and which is not includable in the
gross income of the participant by reason of Sections 125, 132(f)(4) or 457 of
the Code. In applying the limitations set forth in sections 8.2 and 8.3,
reference to the plan shall mean the plan and all other defined contribution
plans (whether or not terminated) maintained by the Lands' End companies and
reference to a defined benefit plan maintained by the Lands' End companies shall
mean that plan and all other defined benefit plans (whether or not terminated)
maintained by the Lands' End companies.

8.2 Participant Covered by Defined
Contribution Plan. If a
participant in the plan is not covered by a defined benefit plan maintained by
the Lands' End companies, the annual addition (as defined below) which is
allocated to his accounts under this plan and under any related defined
contribution plans maintained by the Lands' End companies shall not exceed the
defined contribution dollar limitation (that is, $30,000 or if greater, 25
percent of the dollar limitation then in effect under Section 415(b)(1)(A) of
the Code), or, effective for years beginning after December 31, 1994, $30,000,
adjusted as provided by law, or, effective for years beginning after December
31, 2001, $40,000 adjusted as provided by law, or 25 percent of the
participant's compensation for the limitation year (100 percent of the
participant's compensation for years beginning after December 31, 2001). In
applying the preceding limitation, the annual addition to a participant's
accounts under any such related defined contribution plan will be limited before
the annual addition to his account under this plan is limited. Any excess
contributions resulting from the allocation of forfeitures, a reasonable error
in estimating a participant's annual earnings or such other limited facts and
circumstances as the Commissioner of the Internal Revenue Service may prescribe
and not allocable to a participant's accounts under the plan by reason of the
limitation on additions under Section 415 of the Code shall be disposed of as
follows:


  (a) Any nondeductible voluntary contributions or elective
  deferrals (including earnings thereon) to the extent they would reduce the
  excess amount shall be returned to the participant;

  (b) If after the application of subsection (a) above
  an excess amount still exists, and if the participant is covered by the plan
  at the end of the limitation year, the excess amount shall be used to reduce
  employer contributions for such participant in the next limitation year, and
  each succeeding year if necessary; and

  (c) If after the application of subsection (a) above
  an excess amount still exists and the participant is not covered by the plan
  at the end of the limitation year, the excess amount shall be held unallocated
  in a suspense account and the suspense account shall be applied to reduce
  future employer contributions for all remaining participants in the next
  limitation year, and each succeeding limitation year if necessary.



A participant's "annual addition" for any plan year
means the sum for that year of the following:


  
    (i) Employer Contributions. Employer contributions
    (including elective contributions) credited to the participant's accounts
    under this plan and under any related defined contributions plans;

    (ii) Forfeitures. Forfeitures credited to the
    participant's accounts under this plan or under any related defined
    contribution plans;

    (iii) Participant Voluntary Contributions. The
    amount of the participant's voluntary contributions to this plan or any
    related defined contribution or defined benefit plan (determined without
    regard to rollover contributions, if any); and

    (iv) Certain Medical Expenses for Key Employees.
    The amounts attributable to medical benefits allocated to an account of a
    key employee, as described in Section 419(d) of the Code.

  



8.3 Participant Covered by Defined
Contribution Plan and Defined Benefit Plan.
For plan years which commence prior to January 1, 2000 only, if a participant in
the plan also is a participant in a defined benefit plan maintained by the
Lands' End companies, the contributions made on behalf of the participant and
the benefits payable to the participant shall be determined in a manner
consistent with Section 415 of the Code, as follows:


  (a) Defined Contribution Fraction. A fraction shall
  be determined, the numerator of which shall be the participant's annual
  additions under all related defined contribution plans for each limitation
  year (determined in accordance with the plan provisions as in effect for such
  year), and the denominator of which shall be the aggregate of the
  "defined contribution limitation amounts" in effect for each year of
  the participant's employment by the Lands' End companies. The "defined
  contribution limitation amount" for any limitation year shall be the
  lesser of (i) 1.25 multiplied by the dollar limitation in effect under
  Section 415(c)(1)(A) of the Code for such year, provided that in any year
  in which the plan would be a top-heavy plan if 90 percent were
  substituted for 60 percent in section 13.2, 1.0 shall be substituted
  for 1.25, or (ii) 1.4 multiplied by 25 percent of the participant's
  total compensation for such year. The "defined contribution limitation
  amount,"for any year shall be the lesser of (i) 1.25 multiplied by
  the dollar limitation in effect under Section 415 (c)(1)(A) of the Code
  for such year, provided that in any year in which the plan would be a
  top-heavy plan if 90 percent were substituted for 60 percent in
  section 13.2, 1.0 shall be substituted for 1.25, or (ii) 1.4
  multiplied by 25 percent of the participant's total compensation for such
  year.

  (b) Defined Benefit Fraction. A fraction shall also
  be determined, the numerator of which shall be the benefits accrued or payable
  to or for such participant under the related defined benefit plans as of the
  end of the limitation year, and the denominator of which shall be the
  "defined benefit limitation amount" in effect for that year. The
  "defined benefit limitation amount" for any limitation year shall be
  the lesser of (i) 1.25 multiplied by the dollar limitation in effect
  under Section 415(b)(1)(A) of the Code for such year, provided that in
  any year in which the plan would be a top-heavy plan if 90 percent were
  substituted for 60 percent in section 13.2, 1.0 shall be substituted
  for 1.25, or (ii) 1.4 multiplied by 100 percent of the participant's
  average annual total compensation for the three consecutive plan years during
  which the participant actively participated in such a plan and in which the
  participant's aggregate total compensation was the greatest; provided that
  such amount shall be appropriately adjusted if necessary as provided in
  Section 415(b) of the Code.

  (c) Combined Limitation. The contributions under
  this plan and under any related defined contribution plans and the benefits
  under all related defined benefit plans will be adjusted to the extent
  necessary (by first adjusting the benefits and contributions under such other
  plans) so that the sum of the fractions determined with respect to any
  participant in accordance with subsections (a) and (b) above will not
  exceed 1.0 (or such other applicable maximum amount permitted by law).



8.4 Distribution of Excess Deferrals.
If, not later than March 1 next following the end of a calendar year, a
participant notifies the plan administrator that the participant has made
elective contributions to this plan and one or more other plans (whether
maintained by a Lands' End company or an unrelated company) in excess of $10,500
in the year 2001 or $11,000 in the year 2002 (or such other maximum amount as
was or may be permitted from time to time by the Secretary of the Treasury or by
law as provided in Section 402(g) of the Code) during such calendar year, and
further notifies the plan administrator of the amount of such excess allocated
to this plan, such excess amount shall be paid to such participant (along with
any income or loss allocable thereto as determined pursuant to the method set
forth in section 8.6(d)) as soon as practicable following such
notification, but in any event by the April 15 following the calendar year
with respect to which such excess deferrals were made. A participant is deemed
to notify the plan administrator of such excess that arises by taking into
account only those elective contributions made to this plan and any other plans
of the Lands' End companies.

8.5 Highly Compensated Employee.
The term highly compensated employee includes highly compensated active
employees and highly compensated former employees. A highly compensated active
employee includes any employee who performs services for the Lands' End
companies during the current year and who (i) received compensation from the
Lands' End companies in excess of $85,000 for the 2001 plan year during the
preceding year (as was or may be adjusted pursuant to Section 415(d) of the
Code) and was in the top-paid group (as defined in Section 414(q) of the Code)
of employees for such preceding year, or (ii) was a 5 percent owner at any time
during the current or preceding year. A highly compensated former employee
includes any employee who was a highly compensated employee when such employee
separated from service or who was a highly compensated employee at any time
after attaining age 55. The determination of who is a highly compensated
employee, including the determination of the number and identity of the
employees in the top-paid group and the compensation that is considered, will be
made in accordance with Section 414(q) of the Code and the regulations
thereunder.

8.6 Limitations on Elective
Contributions. Elective
contributions shall be subject to the following nondiscrimination standards and
shall be adjusted, as provided below, to the extent necessary to comply with the
limitations thereunder. For purposes of this section, the term "elective
contribution" shall mean any employer contribution made to the plan that (i) is
subject to a cash or deferred arrangement (as defined in
Section 1.401(k)-1(a)(3) of the Treasury regulations) and (ii) is
immediately nonforfeitable. The employer shall maintain records demonstrating
compliance with this section.


  (a) Actual Deferral Percentage Limitation. In any
  plan year, the actual deferral percentage for the group of participants who
  are highly compensated employees may not exceed the greater of the following:

  
    (i) the actual deferral percentage of the group of
    participants who are not highly compensated employees (the "non-highly
    compensated group") for the preceding year multiplied by 1.25, or

    (ii) the lesser of the actual deferral percentage for the
    non-highly compensated group for the preceding year multiplied by two or the
    actual deferral percentage of the non-highly compensated group for the
    preceding year plus two percentage points.

  

  (b) Actual Deferral Percentage. The actual deferral
  percentage for a specified group of participants for any plan year shall be
  the average of the ratios (computed, to the nearest one-hundredth of one
  percent, separately for each participant in such group) of the elective
  contributions, and amounts treated as elective contributions (including excess
  elective contributions of highly compensated employees), for such participant
  for such year to the participant's compensation (as defined at
  Section 414(s) of the Code, as modified by Section 414(s)(2)
  thereof) taken into account for such plan year during which the participant
  was an eligible employee. For purposes of this section the following
  additional rules shall apply:

  
    (i) An elective contribution shall be taken into account
    only if it relates to compensation that either (A) would have been
    received by the participant in the plan year but for the deferral election
    or (B) is attributable to services performed by the participant in the
    plan year and would have been received by the participant within 2 1/2 months
    after the close of the plan year but for the deferral election. An elective
    contribution that does not meet the foregoing requirements will not be
    tested under Section 401(k) of the Code but must separately satisfy
    Section 401(a)(4) of the Code for the plan year of allocation as if it
    was the only nonelective employer contribution for the year.

    (ii) In the event this plan satisfies the requirement of
    Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with
    one or more other plans, or if one or more other plans satisfy the
    requirements of such section of the Code only if aggregated with this plan,
    then this section shall be applied by determining the actual deferral
    percentage of employees as if all such plans were a single plan. In
    accordance with applicable Treasury regulations, plans of the employers may
    be aggregated in order to satisfy Section 401(k) of the Code but only
    if such plans as aggregated satisfy the requirement of Section 410(b)
    of the Code and provided that each plan has the same plan year.

    (iii) Except as provided in applicable Treasury
    regulations, the actual deferral percentage of a highly compensated employee
    will be determined by treating all cash or deferred arrangements of the
    employer (or an entity that is required to be aggregated with the employer
    under Sections 414(b), (c), (m) or (o) of the Code) under which the
    highly compensated employee is eligible as a single arrangement. If the cash
    or deferral arrangements have different plan years, all such arrangements
    ending with or within the same calendar year will be treated as a single
    arrangement. Notwithstanding the foregoing, certain plans shall be treated
    as separate if mandatorily disaggregated under applicable Treasury
    regulations issued pursuant to Section 401(k) of the Code.

    (iv) At the discretion of the plan administrator, and in
    accordance with applicable Treasury regulations, any employer contributions
    or matching contributions credited on a participant's behalf in the plan
    year which meet the withdrawal restrictions and vesting requirements of
    Sections 401(k)(2)(B) and (C) of the Code ("qualified nonelective
    contributions" and "qualified matching contributions,"
    respectively) may be added to the participant's elective contributions in
    computing the participant's actual deferral percentage; provided, that the
    employer contributions and matching contributions made to the plan for such
    year satisfy the requirements of Section 401(a)(4) of the Code with and
    without the inclusion of the qualified nonelective contributions and
    qualified matching contributions used to satisfy this section. Qualified
    nonelective contributions and qualified matching contributions which are
    used to satisfy this section cannot be taken into account to satisfy the
    requirement of section 8.7.

    (v) Elective contributions treated as matching
    contributions under section 8.7 shall not be included in the
    determination of a participant's actual deferral percentage.

  

  (c) Excess Contributions. If in any plan year the
  actual deferral percentage for the highly compensated group does not satisfy
  one of the tests in subsection (a) above, the plan administrator shall reduce
  the elective contributions of some or all of the participants in the highly
  compensated group until one of the tests is satisfied. Such reduction shall be
  made by reducing the elective contributions for the highly compensated
  employee with the highest dollar amount of elective contributions to the
  lesser of (i) the amount required to enable the plan to satisfy the actual
  deferral percentage test or (ii) the amount required to cause the dollar
  amount of such highly compensated employee's elective contributions to equal
  the dollar amount of the elective contributions for the highly compensated
  employee with the next highest dollar amount of elective contributions. This
  procedure shall be repeated until the plan satisfies the actual deferral
  percentage test set forth herein. The portion of any participant's elective
  contribution which is reduced pursuant to this procedure shall be referred to
  as the "excess contributions."

  (d) Distribution of Excess Contributions. If in any
  plan year the elective contributions of one or more of the participants who
  are highly compensated employees must be reduced in accordance with subsection
  (c) above, the plan administrator shall distribute the amount of the excess
  contributions, plus the income (or minus the loss) allocable thereto, as soon
  as practicable following the determination of such excess but in any event by
  the last day of the plan year following the end of the plan year in which the
  excess contributions were made. Under Section 4979 of the Code a ten
  percent tax is imposed on the employer for any such excess contributions which
  are distributed more than 2 1/2 months after the last day of the plan year in
  which the excess contributions were made. A distribution of the excess
  contributions may be made without regard to any notice or consent otherwise
  required under the plan. The income or loss allocable to such excess
  contributions shall be determined by multiplying the income or loss allocable
  to the elective contributions (and, if applicable, amounts treated as elective
  contributions for purposes of the participant's deferral percentage) for the
  plan year by a fraction. The numerator of the fraction is the excess
  contributions for the plan year. The denominator is equal to (i) the
  total account balance of the participant attributable to the elective
  contributions (and amounts treated as such for purposes of the actual deferral
  percentage) as of the beginning of the plan year, plus (ii) the
  participant's elective contributions (and amounts treated as such for purposes
  of the actual deferral percentage) for the plan year. The amount of excess
  contributions distributed under this subsection for a plan year shall be
  reduced by any excess deferrals previously distributed for the employee's
  taxable year ending with or within the plan year. Excess contributions shall
  be treated as annual additions for purposes of Section 415 of the Code.



8.7 Limitation on Employee and
Matching Contributions. Employee
and matching contributions shall be subject to the following nondiscrimination
standards and such amounts shall be adjusted, as provided below, to the extent
necessary to comply with the limitations set forth in Section 401(m) of the
Code and the regulations thereunder. The term "employee contributions"
shall include any mandatory or voluntary contribution to the plan that is
treated as an after-tax employee contribution and is allocated to a separate
account to which earnings and losses are allocated. The term "matching
contributions" means any employer contribution made to the plan on account
of an elective contribution or employee contribution, and any forfeitures that
are allocated to the participant on the basis of employee contributions,
matching contributions or elective contributions. The employer shall maintain
records demonstrating compliance with this section.


  (a) Contribution Percentage Limitations. In any plan
  year, the contribution percentage for the group of participants who are highly
  compensated employees may not exceed the greater of the following:

  
    (i) the actual contribution percentage of the group of
    participants who are not highly compensated employees (the "non-highly
    compensated group") for the preceding year multiplied by 1.25, or

    (ii) the lesser of the contribution percentage for the
    non-highly compensated group for the preceding year multiplied by two or the
    contribution percentage of the non-highly compensated group for the
    preceding year plus two percentage points.

  

  (b) Contribution Percentage. The contribution
  percentage of a specified group of participants shall be the average of the
  contribution percentages (computed separately, to the nearest one-hundredth of
  one percent) for each participant in the group. The contribution percentage
  for each participant shall equal the sum of the employee and matching
  contributions allocated to the participant's account for the plan year
  (excluding qualified matching contributions which are used to satisfy the
  actual deferral percentage limitation in accordance with section 8.6) and
  the qualified non-elective and elective contributions treated as matching
  contributions for the plan year, divided by the participants' compensation (as
  defined in Section 414(s) of the Code, as modified by
  Section 414(s)(2) thereof) taken into account for such plan year during
  which the participant was an eligible employee. For purposes of this section,
  the following additional rules shall apply:

  
    (i) A matching contribution will be taken into account
    for purposes of this section for a given plan year only if (A) it is
    made on account of the participant's elective or employee contributions for
    that plan year, (B) it is allocated to the participant's account during
    that plan year and (C) it is paid to the trust by the end of the
    twelfth month following the close of that plan year. A matching contribution
    that does not meet the foregoing requirements will not be tested under
    Section 401(m) of the Code but must separately satisfy
    Section 401(a)(4) of the Code for the plan year of allocation as if it
    were the only employer allocation for that plan year. An employee
    contribution will be taken into account for purposes of this section only if
    such contribution is paid to the trust during the plan year or paid to an
    agent of the plan and transmitted to the trust within a reasonable period
    after the end of the plan year.

    (ii) In the event this plan satisfies the requirement of
    Section 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with
    one or more other plans, or if one or more other plans satisfy the
    requirements of such sections of the Code only if aggregated with this plan,
    then this section shall be applied by determining the contribution
    percentage of employees as if all such plans were a single plan. In
    accordance with applicable Treasury regulations, plans of the employers may
    be aggregated in order to satisfy Section 401(m) of the Code but only
    if such plans as aggregated satisfy the requirement of Section 410(b)
    of the Code and provided that each plan has the same plan year.

    (iii) Except as provided in applicable Treasury
    regulations, the contribution percentage of a highly compensated employee
    who is eligible to participate in more than one plan of the employer in
    which employee or matching contributions are made will be determined by
    treating all the plans of the employer (or an entity that is required to be
    aggregated with the employer under Section 414(b), (c), (m) or (o) of
    the Code) in which the highly compensated employee is eligible as a single
    plan. Of the highly compensated employee participates in two or more plans
    that have different plan years, all such plans ending with or within the
    same calendar year will be treated as a single plan. Notwithstanding the
    foregoing, certain plans shall be treated as separate if mandatorily
    disaggregated under applicable Treasury regulations issued pursuant to
    Section 401(m) of the Code.

    (iv) At the discretion of the plan administrator, and in
    accordance with applicable Treasury regulations, any qualified non-elective
    contributions (as defined in Section 1.401(k)-1(g)(13)(ii)) of the
    Treasury regulations and elective contributions made for such plan year may
    be taken into account in computing the participant's contribution
    percentage; provided, that the qualified nonelective contributions satisfy
    the requirements of Section 401(a)(4) of the Code both with and without
    inclusion of such contributions used to satisfy the requirement of this
    section, and provided further, that the elective contributions satisfy the
    requirements of Section 401(k)(3) of the Code both with and without the
    inclusion of contributions used to satisfy the requirements of this section.
    Elective contributions and qualified nonelective contributions which are
    used to satisfy this section cannot be taken into account to satisfy the
    requirement of section 8.6.

    (v) Matching contributions treated as elective
    contributions under section 8.6 shall not be included in the
    determination of a participant's contribution percentage.

  

  (c) Excess Aggregate Contributions. If in any plan
  year the contribution percentage for the highly compensated group does not
  satisfy one of the tests in subsection (a) above, the plan administrator shall
  reduce the employee contributions and matching contributions of some or all of
  the participants in the highly compensated group until one of the tests is
  satisfied. Such reduction shall be made by reducing the aggregate
  contributions for the highly compensated employee with the highest dollar
  amount of aggregate contributions to the lesser of (i) the amount required to
  enable the plan to satisfy the contribution percentage test or (ii) the amount
  required to cause the dollar amount of such highly compensated employee's
  aggregate contributions to equal the dollar amount of the aggregate
  contributions for the highly compensated employee with the next highest dollar
  amount of aggregate contributions. This procedure shall be repeated until the
  plan satisfies the contribution percentage test set forth herein. The amounts
  so reduced shall be referred to as the "excess aggregate
  contributions." (If there are employee and matching contributions, the
  employee contributions shall be reduced first to the level of such
  contributions which are matched. If the test is not satisfied by reducing the
  employee contributions, then the matching contributions and any unreduced
  employee contributions shall be reduced in tandem.) The determination of
  excess aggregate contributions will be made after first determining the excess
  deferral amount and the excess contribution amount.

  (d) Distribution of Excess Aggregate Contributions.
  Except as provided below, if in any plan year the employee or matching
  contributions of one or more of the participants in the highly compensated
  group must be reduced in accordance with subsection (c) above, the plan
  administrator shall distribute the amount of the excess aggregate
  contributions, plus the income (or minus the loss) allocable thereto, as soon
  as practicable following the determination of such excess but in any event by
  the last day of the plan year following the end of the plan year for which
  such contributions were made. Under Section 4979 of the Code a ten
  percent tax is imposed on the employer for any such excess aggregate
  contributions which are distributed after more than 2 1/2 months after the last
  day of the plan year for which such contributions were made. In the event the
  participant is not fully vested in the excess aggregate contribution, the
  non-vested portion of such excess aggregate contribution shall be forfeited by
  the participant and shall be allocated among the participants who had matching
  contributions credited on their behalf during the plan year and whose matching
  contributions were not reduced. Such allocation shall be in accordance with
  the ratio each such participant's matching contributions for the plan year
  bears to the total amount of matching contributions made by all participants
  whose matching contributions were not reduced. A distribution of the excess
  aggregate contribution may be made without regard to any notice or consent
  otherwise required by the plan. Excess aggregate contributions, including
  forfeited matching contributions, are treated as employer contributions for
  purposes of Sections 404 and 415 of the Code. The income or loss
  allocable to such excess aggregate contributions shall be determined by
  multiplying the income or loss allocable to the participant's employee and
  matching contributions (and amounts, if any, treated as such for purposes of
  the contribution percentage, but excluding such matching contributions used in
  the actual deferral percentage test for the plan year) by a fraction. The
  numerator of the fraction is the excess aggregate contributions for the plan
  year. The denominator is equal to (i) the total account balance of the
  participant attributed to employee and matching contributions as of the
  beginning of the plan year, plus (ii) the employee and matching
  contributions (and amounts, if any, treated as such for purposes of the
  contribution percentage, but excluding such matching contributions used in the
  actual deferral percentage test for the plan year).



8.8 Multiple Use Limitation.
Notwithstanding the limitations required by sections 8.6 and 8.7, and for plan
years which commence prior to January 1, 2002 only, a participant's elective
contributions, employee contributions and matching contributions may be limited
under this section in order to prevent "multiple use" under
Sections 401(k) and 401(m) of the Code, as set forth below. The multiple
use limitation shall apply if the sum of the actual deferral percentage and
contribution percentage for the group of highly compensated employees
(determined after any corrections required under section 8.6 or 8.7)
exceeds the "aggregate limit." The aggregate limit shall be the
greater of (i) and (ii) below:


  
    (i) the sum of (A) 1.25 times the greater of the actual
    deferral percentage or the contribution percentage for nonhighly compensated
    employees and (B) two percentage points plus the lesser of the actual
    deferral percentage or the contribution percentage for non-highly
    compensated employees (which amount shall not exceed twice the lesser of
    such percentages),

    (ii) the sum of (A) 1.25 times the lesser of the actual
    deferral percentage or the contribution percentage for nonhighly compensated
    employees and (B) two percentage points plus he greater of the actual
    deferral percentage or the contribution percentage for non-highly
    compensated employees (which amount shall not exceed twice the greater of
    such percentages).

  



The application of the multiple use limitation shall be made
in accordance with Section 1.104(m)-2 of the Treasury regulations. If the
multiple use limitation applies, then the actual deferral percentage or
contribution percentage of the highly compensated employees shall be reduced (in
the manner described in section 8.6 or 8.7) until such limit shall be satisfied.
Alternatively, the employer may satisfy the multiple use limitation by making
qualified nonelective contributions to plan participants in accordance with
applicable Treasury regulations.


ARTICLE 9

General Provisions


9.1 Examination of Plan Documents. Copies
of the plan and any amendments thereto will be on file at the principal office
of each employer where they may be examined by any participant or any other
person entitled to benefits under the plan.

9.2 Notices.
Any notice or document relating to the plan required to be given to or filed
with the plan administrator or any employer shall be considered as given or
filed if delivered or mailed by registered or certified mail, postage prepaid,
to the plan administrator in care of the company.

9.3 Nonalienation of Plan Benefits.
The rights or interests of any participant or any participant's beneficiaries to
any benefits or future payments under the plan shall not be subject to
attachment or garnishment or other legal process by any creditor of any such
participant or beneficiary, nor shall any such participant or beneficiary have
any right to alienate, anticipate, commute, pledge, encumber or assign any of
the benefits or rights which he may expect to receive (contingently or
otherwise) under the plan, except as may be required by the tax withholding
provisions of the Code or of a state's income tax act, pursuant to a qualified
domestic relations order (as defined in Section 414(p) of the Code) which
provides for an immediate lump sum payment, pursuant to a judgment, decree,
order or settlement agreement (as described in Section 401(a)(13)(C) of the
Code) or as otherwise permitted under applicable law.

9.4 No Employment or Benefit Guaranty.
None of the establishment of the plan, any modification thereof, the creation of
any fund or account, or the payment of any benefits shall be construed as giving
to any participant or other person any legal or equitable right against the
employers, the plan administrator or any trustee except as provided herein.
Under no circumstances shall the maintenance of this plan constitute a contract
of employment or shall the terms of employment of any participant be modified or
in any way affected hereby. Accordingly, participation in the plan will not give
any participant a right to be retained in the employ of any employer. Neither
the plan administrator nor any employer in any way guarantees any assets of the
plan from loss or depreciation or any payment to any person. The liability of
the plan administrator or any employer as to any payment or distribution of
benefits under the plan is limited to the available assets of the trust fund.

9.5 Litigation.
In any action or proceeding regarding any plan assets, any plan benefits or the
administration of the plan, employees or former employees, their beneficiaries
and any other persons claiming to have an interest in the plan shall not be
necessary parties and shall not be entitled to any notice of process. Any final
judgment which is not appealed or appealable and which may be entered in any
such action or proceeding shall be binding and conclusive on the parties hereto
and on all persons having or claiming to have any interest in the plan. To the
extent permitted by law, if a legal action is begun against the plan
administrator, an employer, or any trustee by or on behalf of any person and
such action results adversely to such person, or if a legal action arises
because of conflicting claims to a participant's or other person's benefits, the
cost of the employers, the plan administrator, or the trustee of defending the
action will be charged to the sums, if any, which were involved in the action or
were payable to the participant or the other person concerned. Acceptance of
participation in the plan shall constitute a release of the Lands' End
companies, the plan administrator, any trustee and their agents from any and all
liability and obligation not involving willful misconduct or gross neglect to
the extent permitted by applicable law. Notwithstanding any other provisions of
the plan, if the plan administrator is required by a final court order to
distribute the benefits of a participant other than in a manner required under
the plan, then the plan administrator shall cause the participant's benefits to
be distributed in a manner consistent with such final court order. The plan
administrator shall not be required to comply with the requirements of a final
court order in an action in which the plan administrator, a trustee, the plan or
the trust was not a party.

9.6 Evidence.
Evidence required of anyone under the plan shall be signed, made or presented by
the proper party or parties and may be by certificate, affidavit, document or
other information which the person acting thereon considers pertinent and
reliable.

9.7 Gender and Number.
Words denoting the masculine gender shall include the feminine and neuter
genders, the singular shall include the plural and the plural shall include the
singular wherever required by the context.

9.8 Waiver of Notice.
Any notice required under the plan may be waived by the person entitled to
notice.

9.9 Applicable Law.
The plan shall be construed in accordance with the provisions of the Code, ERISA
and other applicable federal laws and, to the extent not inconsistent with such
laws, with the laws of the state of Wisconsin.

9.10 Severability.
If any provisions of the plan shall be held illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining provisions of the
plan, and the plan shall be construed and enforced as if such illegal and
invalid provisions had never been set forth in the plan.

9.11 Fiduciary Responsibilities.
It is specifically intended that all provisions of the plan shall be applied so
that all fiduciaries with respect to the plan shall be required to meet the
prudence and other requirements and responsibilities of applicable law to the
extent such requirements of responsibilities apply to them. No provisions of the
plan are intended to relieve a fiduciary from any responsibility, obligation,
duty or liability imposed by applicable law. In general, a fiduciary shall
discharge his duties with respect to the plan solely in the interests of
participants and other persons entitled to benefits under the plan and with the
care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of like character and with like aims.

ARTICLE 10

Relating to Plan Administration


10.1 Plan Administrator's Duties.
As provided in section 1.4, a committee appointed by the company is
responsible for the administration of the plan. Except as otherwise specifically
provided and in addition to the powers, rights and duties specifically given to
the plan administrator elsewhere in the plan, the plan administrator shall have
the following powers, rights and duties:


  (a) In accordance with the maximum discretion permitted by
  law, to construe and interpret the plan, to decide all questions of plan
  eligibility, to determine the amount, manner and time of payment of any
  benefits under the plan, and to remedy ambiguities, inconsistencies or
  omissions.

  (b) To adopt such rules of procedure as may be necessary
  for the efficient administration of the plan and as are consistent with its
  terms and such rules.

  (c) To make determination as to the right of any person to
  a benefit, to afford any person dissatisfied with such determination the right
  to a hearing thereon, and to direct payments or distributions from the trust
  fund in accordance with the provisions of the plan.

  (d) To furnish the employers with such information as may
  be required by them for tax or other purposes in connection with the plan.

  (e) To enroll participants in the plan, distribute and
  receive plan administration forms and comply with all applicable governmental
  reporting and disclosure requirements.

  (f) To employ agents, attorneys, accountants, actuaries or
  other persons (who also may be employed by the employers, the trustees, or any
  investment manager or managers) and to allocate or delegate to them such
  powers, rights and duties as the plan administrator considers necessary or
  advisable to properly carry out the administration of the plan, provided that
  any such allocation or delegation and the acceptance thereof must be in
  writing.

  (g) Effective August 1, 2001, to make take such actions and
  make such amendments and modifications to the plan as shall be reasonably
  necessary to establish and maintain the plan's qualified status under Section
  401(a) of the Code.



Except as provided for in paragraph (g) above or by
appropriate delegation of any such powers by the employer or the company, the
plan administrator shall have no power to add to, subtract from, or modify any
of the terms of the plan, nor to change or add to any benefits provided by the
plan, nor to waive or fail to apply any requirements of eligibility for benefits
under the plan.

10.2 Action by Plan Administrator.
During a period in which two or more plan administrative committee members are
acting, any action by the plan administrator will be subject to the following
provisions:


  (a) The committee may act by meeting (including a meeting
  from different locations by telephone conference) or by document signed
  without meeting, and documents may be signed through the use of a single
  document or concurrent documents.

  (b) A committee member by writing may delegate part or all
  of his rights, powers, duties and discretion to any other committee member,
  with such other committee member's consent.

  (c) The committee shall act by a majority decision, which
  action shall be as effective as if such action had been taken by all members
  of the committee; provided that by majority action one or more committee
  members or other persons may be authorized to act with respect to particular
  matters on behalf of all committee members.

  (d) If there is an equal division among the committee
  members with respect to any questions, a disinterested party may be selected
  by a majority vote to decide the matter. Any decision by such disinterested
  party will be binding.

  (e) The certificate of the secretary of the committee or
  the majority of the committee members that the committee has taken or
  authorized any action shall be conclusive in favor of any person relying on
  such certificate.

  (f) Except as required by law, no member of the committee
  shall be liable or responsible for an act or omission of other committee
  members in which the former has not concurred.

  

  10.3 Information Required for Plan Administration.
  The employers shall furnish the plan administrator with such data and
  information as it considers necessary or desirable to perform its duties with
  respect to plan administration. The records of an employer as to an employee's
  or participant's period or periods of employment, termination of employment
  and reason therefor, leaves of absence, reemployment and compensation will be
  conclusive on all persons unless determined to the plan administrator's
  satisfaction to be incorrect. Participants and other persons entitled to
  benefits under the plan also shall furnish the plan administrator with such
  evidence, data or information as the plan administrator considers necessary or
  desirable for the plan administrator to perform its duties with respect to
  plan administration.

10.4 Decision of Plan Administrator
Final. Subject to applicable law
and the provisions of section 10.5, any interpretation of the provisions of
the plan and any decision on any matter within the discretion of the plan
administrator made by the plan administrator in good faith shall be binding on
all persons. A misstatement or other mistake of fact shall be corrected when it
becomes known and the plan administrator shall make such adjustment on account
thereof as the plan administrator considers equitable and practicable.

10.5 Review of Benefit
Determinations. If a claim for
benefits made by a participant or his beneficiary is denied, the plan
administrator shall within 90 days (or 180 days if special circumstances require
an extension of time) after the claim is made furnish the person making the
claim with a written notice specifying the reasons for the denial. Such notice
shall also refer to the pertinent plan provisions on which the denial is based,
describe any additional material or information necessary for properly
completing the claim and explain why such material or information is necessary,
and explain the plan's clam review procedures. If requested in writing, the plan
administrator shall afford each claimant whose claim has been denied a full and
fair review of the plan administrator's decision and, within 60 days (120 days
if special circumstances require additional time) of the request for
reconsideration of the denied claim, the plan administrator shall notify the
claimant in writing of the plan administrator's final decision.

10.6 Uniform Rules.
The plan administrator shall perform its duties with respect to plan
administration on a reasonable and nondiscriminatory basis and shall apply
uniform rules to all participants similarly situated.

10.7 Plan Administrator's Expenses.
All costs, charges and expenses reasonably incurred by the plan administrator
will be paid by the employers in such proportions as the company shall direct.

10.8 Interested Plan Administrator.
If a member of the plan committee is also a participant in the plan, he may not
decide or determine any matter or question concerning his benefits unless such
decision or determination could be made by him under the plan if he were not a
committee member.

10.9 Resignation or Removal of Plan
Administrative Committee Members.
A member of the committee may be removed by the company at any time by ten days'
prior notice to him and the other members of the committee. A member of the
committee may resign at any time by giving ten days' prior written notice to the
company and the other members of the committee. The company may fill any vacancy
in the membership of the committee; provided, however, that if a vacancy reduces
the membership of the committee to less than three, such vacancy shall be filled
as soon as practicable. The company shall give prompt written notice thereof to
the other members of the committee. Until any such vacancy is filled, the
remaining members may exercise all of the powers, rights and duties conferred on
the plan administrator.

10.10 Indemnification.
To the extent permitted by law, no person (including the employers, a trustee,
and any present or former director, officer or employee of any employer) shall
be personally liable for any act done or omitted to be done in good faith in the
administration of the plan or the investment of the trust fund. To the extent
permitted by law, each present or former director, officer or employee of any
employer to whom the plan administrator or an employer has delegated any portion
of its responsibilities under the plan shall be indemnified and saved harmless
by the employers (to the extent not indemnified or saved harmless under any
liability insurance or other indemnification arrangement with respect to the
plan) from and against any and all claims of liability to which they are
subjected by reason of any act done or omitted to be done in good faith in
connection with the administration of the plan or the investment of the trust
fund, including all expenses reasonably incurred in their defense if the
employers fail to provide such defense.

ARTICLE 11

Relating to the Employers


11.1 Action by Employers.
Any action required or permitted of an employer under the plan shall be by
resolution of its Board of Directors or by a duly authorized committee of its
Board of Directors, or by a person or persons authorized by resolution of its
Board of Directors or such committee.

11.2 Additional Employers, the
Lands' End Companies. Any
subsidiary or other related company that is not an employer may adopt the plan
and become an employer thereunder by filing with the trustees and the plan
administrator a certified copy of a resolution of the Board of Directors of the
subsidiary or other related company providing for its adoption of the plan and a
certified copy of a resolution of the Board of Directors of the company
consenting to such adoption. For this purposes, a "subsidiary" or
"related company" must be a member of the Lands' End companies (as
described in section 1.5) in order to be considered as an employer under the
plan.

11.3 Restrictions as to Reversion of
Trust Fund to Employers. The
employers shall have no right, title or interest in the assets of the plan, nor
will any part of the assets of the plan at any time revert or be repaid to an
employer, directly or indirectly, except as follows:


  (a) If the Internal Revenue Service initially determines
  that the plan, as applied to any employer, does not meet the requirements of a
  "qualified plan" under Section 401(a) of the Code, the assets
  of the plan attributable to contributions made by that employer under the plan
  shall be returned to that employer within one year of date of denial of
  qualification of the plan as applied to that employer; provided that the
  application for initial determination is made by the time prescribed by law
  for filing that employer's return for the taxable year in which the plan was
  adopted, or such later date as may be permitted by the Secretary of Treasury
  or his delegate by law.

  (b) If a contribution or a portion of a contribution is
  made by an employer as a result of a mistake of fact, such contribution or
  portion of a contribution shall not be considered to have been contributed
  under the plan by that employer and, after having been reduced by any losses
  of the trust fund allocable thereto, shall be returned to that employer within
  one year of the date the amount is contributed under the plan.

  (c) Each contribution made by an employer is conditioned
  upon the continued qualification of the plan and the deductibility of such
  contribution as an expense for federal income tax purposes and, therefore, to
  the extent that a contribution is made by an employer under the plan for a
  period for which the plan is not a qualified plan or the deduction for a
  contribution made by the employer is disallowed, then such contribution or
  portion of a contribution, after having been reduced by any losses of the
  trust fund allocable thereto, shall be returned to that employer within one
  year of the date of determination of the nonqualified status of the plan or
  the date of disallowance of the deduction.



ARTICLE 12

Amendment and Termination


12.1 Amendment. While the
employers expect and intend to continue the plan, the company must necessarily
reserve and hereby does reserve the right, subject to section 11.3, to
amend the plan from time to time, except that no amendment shall reduce the
value of a participant's benefits to less than the amount he would be entitled
to receive if he had resigned from the employ of all of the Lands' End companies
on the date of the amendment.

12.2 Termination.
The plan will terminate as to all employers on any date specified by the
company, and as to any employer on any date specified by that employer, if ten
days' advance written notice of the termination is given to the plan
administrator and any other employers. The plan also will terminate as to an
individual employer on the first to occur of the date that employer is
judicially declared bankrupt or insolvent, the date that employer ceases to
qualify as a subsidiary or related company, or the dissolution, merger,
consolidation or reorganization of that employer, or the sale by that employer
of all or substantially all of its assets, except that in any such event
arrangements may be made with the consent of the company whereby the plan will
be continued by any successor to that employer or any purchaser of all or
substantially all of its assets without a termination thereof, in which case the
successor or purchaser will be substituted for that employer under the plan;
provided that if any employer is merged, dissolved or in any way reorganized
into, or consolidated with, any other employer, the plan as applied to the
former employer will automatically continue in effect without a termination
thereof. Notwithstanding the foregoing, if any of the events described above
should occur but some or all of the participants employed by an employer are
transferred to employment with one or more of the other employers coincident
with or immediately after the occurrence of such event, the plan as applied to
those participants will automatically continue in effect without a termination
thereof.

12.3 Vesting on Termination and
Permanent Discontinuance of Contributions.
On termination or partial termination of the plan, or permanent discontinuance
of contributions, the date of termination or permanent discontinuance of
contributions will be a "special accounting date" and, after all
adjustments then required have been made, each effected participant will have a
100 percent vested and nonforfeitable interest in all of his accounts.

12.4 Plan Merger.
In no event shall there by any merger or consolidation of the plan with, or
transfer of assets or liabilities to, any other plan unless each participant in
the plan would (if the plan then terminated) received a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit the participant would have been entitled to receive immediately
before the merger, consolidation or transfer (if the plan had then terminated).

12.5 Notice of Amendment,
Termination or Plan Merger.
Participants affected thereby will be notified of an amendment, termination,
merger or consolidation of the plan within a reasonable time.

ARTICLE 13

Top-Heavy Plan Rules


13.1 Key Employees.
The term "key employee" shall mean any employee or former employee who
at any time during the determination period was an officer of the employer if
such individual's annual compensation exceeds 50 percent of the dollar
limitation under Section 415(b) (1) (A) of the Code, an owner (or considered an
owner under Section 318 of the Code) of one of the ten largest interests in the
employer if such individual's compensation exceeds 100 percent of the dollar
limitation under Section 415(c) (1) (A) of the Code, a five-percent owner of the
employer, or a one-percent owner of the employer who has an annual compensation
of more than $150,000; provided, however, that, effective for plan years
commencing on and after January 1, 2002, "key employee" shall mean any
employee or former employee who at any time during the plan year that includes
the determination date was an officer of the employer having annual compensation
greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for plan
years beginning after December 31, 2002), a five-percent owner of the employer,
or a 1-percent owner of the employer having annual compensation of more than
$150,000. Annual compensation means compensation as defined in Section 415(c)(3)
of the Code, but including amounts contributed by the employer pursuant to a
salary reduction agreement which are excludable from the employee's gross income
under Section 125, Section 132(f)(4), Section 402(a) (8), Section 402(h) or
Section 403(b) of the Code. The determination period is the plan year containing
the determination date and, for plan years commencing prior to January 1, 2002,
the four preceding plan years. The determination of who is a key employee will
be made in accordance with Section 416(i) (1) of the Code and the regulations
thereunder.

13.2 Top-Heavy Plan.
The plan will be considered a "top-heavy plan" for any plan year if,
as of the last day of the preceding plan year (the "determination
date"), the sum of (i) the aggregate of the accounts of all key
employees under the plan and all other defined contribution plans in an
aggregation group of plans (as described in section 13.3 below), and
(ii) the present value of the aggregate cumulative accrued benefits for key
employees under all defined benefit plans in an aggregation group of plans,
exceeds 60 percent of such sum determined for all participants under all such
plans, excluding participants who are former key employees. For purposes of
making the determination described above, accounts in a defined contribution
plan and benefits under a defined benefit plan shall be valued as of the
accounting date coincident with the determination date. There shall be included
in the determination of a participant's accounts and accrued benefit under such
plans any amounts distributed to such participant during the preceding five-year
period. Notwithstanding the foregoing, if any individual has not performed
services for the employer at any time during the five-year period ending on the
determination date, any account of such individual (and the accrued benefit for
such individual) shall not be included for purposes of this section.
Furthermore, a qualifying rollover contribution initiated by a participant and
made to any plan in an aggregation group of plans shall not be taken into
account for purposes of determining whether the plan is a top-heavy plan.
Notwithstanding anything herein to the contrary, effective for plan years
commencing on or after January 1, 2002, (A) the present value of accrued
benefits and the value of account balances of an employee as of the
determination date shall be increased by the distributions made with respect to
the employee under the plan and any plan aggregated with the plan under Section
416(g)(2) of the Code during the one-year period ending on the determination
date, (B) the preceding clause (A) shall also apply to distributions under a
terminated plan which, had it not been terminated, would have been aggregated
with the plan under Section 416(g)(2)(A)(i) of the Code, (C) in the case of a
distribution made for a reason other than separation from service, death, or
disability, this provision shall be applied by substituting "five-year
period" for "one-year period," and (D) the accrued benefits and
accounts of any individual who has not performed services for the employer
during the one-year period ending on the determination date shall not be taken
into account.

13.3 Aggregation Groups.
All employer plans in a required aggregation group of plans shall be considered
to be top-heavy plans if either the required or permissive aggregation group of
plans is determined to be top-heavy under Section 13.2 above. If the required or
permissive aggregation group of plans is not a top-heavy group, no employer
plans in the group shall be considered to be top-heavy plans. A "required
aggregation group of plans" shall include each employer plan (whether or
not terminated) in which a key employee participates and any other employer plan
which enables any plan in which a key employee participates to meet the coverage
and nondiscrimination requirements of Sections 401(a)(4) or 410 of the Code. A
"permissive aggregation group of plans" shall include all plans in the
required aggregation group plus any other employer plans which satisfy the
requirements of Sections 401(a)(4) and 410 of the Code when considered together
with the required aggregation group of plans.

13.4 Minimum Contributions and
Benefits. Notwithstanding the
provisions of section 4.1, for each plan year for which the plan is considered a
top-heavy plan, the amount contributed by an employer in accordance with
section 4.1 for each participant (whether active or inactive) who is not a
key employee shall not be less than the lesser of (a) three percent of the
participant's total compensation for that year, or (b) the highest
percentage of compensation (disregarding compensation in excess of the amount
set forth in Section 401(a)(17) of the Code or such other maximum amount as was
in effect prior to the effective date or as may be permitted from time to time
by the Secretary of the Treasury or the Secretary's delegate or by law)
contributed by such employer for such plan year on behalf of a key employee;
provided, however, that in the case of an employee covered under this plan and a
defined benefit plan maintained by the employer, for each plan year for which
this plan and such defined benefit plans are considered top-heavy plans, if such
employee receives the top-heavy minimum contribution specified in such defined
benefit plan, such employee need not receive the minimum contribution specified
in this section. Neither elective deferrals nor matching contributions made to
the plan for plan years commencing prior to January 1, 2002 may be taken into
account for the purpose of satisfying the minimum top-heavy contribution
requirement; provided, however, matching contributions that are used to satisfy
the minimum contribution requirements of Section 416(c)(2) of the Code for plan
years commencing on and after January 1, 2002 shall be treated as matching
contributions for purposes of the actual contribution percentage test and other
requirements of Section 401(m) of the Code.