Exhibit 10.2









Exhibit
10.2




RESTRICTED
STOCK COMPENSATION PLAN OF 1969, AS AMENDED





	
      I.
	
      OBJECTIVES

	 	 	 
	 	
      The
      objectives of the Kellwood Company Restricted Stock Compensation Plan of
      1969, as Amended, are to provide incentive and reward, and flexible
      compensation to key employees, so as to encourage them to remain in the
      corporation’s employment and to attract, retain and motivate employees of
      outstanding competence.

	 	 	 
	
      II.
	
      NAME
      OF PLAN

	 	 	 
	 	
      This
      Plan shall be known as the Kellwood Company Restricted Stock Compensation
      Plan of 1969, as Amended.

	 	 	 
	
      III.
	
      AGGREGATE
      NUMBER OF SHARES AND ADJUSTMENTS FOR STOCK SPLITS

	 	 	 
	 	
      A.
	
      The
      aggregate number of shares issuable under this Plan shall not exceed
      50,000 except as provided in subparagraph B hereof.

	 		
	 	
      B.
	
      Wherever
      in this Plan a limitation is expressed in number of shares, such number
      shall be appropriately adjusted for any stock splits or stock dividends
      which are effective January 1, 1969. The maximum number of shares issuable
      under this Plan shall be 200,000, subject to further adjustment as herein
      provided.

	 	 	 
	
      IV.
	
      DEFINITIONS

	 	 	 
	 	
      A.
	
      The
      following words and phrases, when used in this Plan, shall have the
      meanings indicated:

	 	 	 
	 	 	
       
      1.
	
      Board
      of Directors or Board means the Board of Directors of the
      Company.

	 	 	 
	 	 	
       
      2.
	
      Bonus
      Program means the high performance restricted stock bonus program, a part
      of the Plan.

	 	 	 
	 	 	
       
      3.
	
      Chief
      Executive Officer means the Chief Executive Officer of the
      Company.

	 	 	 
	 	 	
       
      4.
	
      Company
      means Kellwood Company.

	 	 	 
	 	 	
       
      5.
	
      Compensation
      Committee means the Compensation Committee of the Company’s Board of
      Directors.

	 	 	 
	 	 	
       
      6.
	
      Corporation
      means Kellwood Company and its subsidiaries.

	 	 	 
	 	 	
       
      7.
	
      Eligible
      Employee means an employee of Corporation.

	 	 	 
	 	 	
       
      8.
	
      Escrow
      Agent means the Escrow Agent selected by the Compensation Committee to
      receive and hold restricted stock granted pursuant to this
      Plan.

	 	 	 
	 	 	
       
      9.
	
      Pension
      Committee means the Pension Committee administering any Employee
      Retirement Plan of Corporation.

	 	 	 
	 	 	
      10.
	
      Plan
      means the Kellwood Company Restricted Stock Compensation Plan of 1969, as
      Amended.

	 	 	 
	 	 	
      11.
	
      Plan
      Year means the Fiscal Year of the Company, which at this time, is from May
      1 through the following April 30.

	 	 	 
	 	 	
      12.
	
      Regular
      Annual Compensation means the total compensation of salary, bonus and
      restricted stock, valued as if unrestricted, paid in a Plan Year (or for a
      Plan Year).
































	 	 	
      13.
	
      Restricted
      Stock means the Company’s Common Stock issued under this Plan, whereby its
      sale and transfer is restricted in accordance with restrictions provided
      in this Plan.

	 	 	 
	 	 	
      14.
	
      Retirement
      or Retires means retirement with the approval of the Pension Committee
      under any Employee’s Retirement Plan for employees of Corporation, whether
      early, normal or deferred, or for total and permanent
      disability.

	 	 	 
	 	 	
      15.
	
      Change
      in Control of the Company shall be defined to have occurred if (i) any
      “person” (as such term is used in Section 13(d) and 14(d) of the Exchange
      Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
      the Exchange Act), directly or indirectly, or securities of the Company
      representing 25% or more of the combined voting power of the Company’s
      then outstanding securities; or (ii) during any period of two consecutive
      years individuals who, at the beginning of the two year period, were
      members of the Board ceasing for any reason to constitute at least a
      majority of the Board.

	 	 	 
	 	 	
      16.
	
      Sale
      of part of the Company shall mean a sale of any part of the Company at a
      price equal to or greater than Ten Million ($10,000,000.00)
      Dollars.

	 	 	 
	 	
      B.
	
      Where
      appropriate, the singular shall indicate the plural and the masculine
      shall include the feminine.

	 	 	 
	
      V.
	
      THIS
      SECTION DELETED BY BOARD AMENDMENT SEPTEMBER 27,
  1977

	 	 	 
	
      VI.
	
      HIGH
      PERFORMANCE RESTRICTED STOCK BONUS PROGRAM

	 	 	 
	 	
      A.
	
      Eligibility

	 	 	 
	 	 	
      1.
	
      Any
      eligible employee with regular annual compensation of $10,000 or more
      shall be eligible to receive restricted stock as a
  bonus.

	 	 	 
	 	 	
      2.
	
      Grants
      of restricted stock as a bonus shall be on the basis of high performance
      by the employee receiving the same, and shall be in addition to any cash
      bonus being awarded the employee.

	 	 	 
	 	
      B.
	
      Compensation
      Committee

	 	 	 
	 	 	
      1.
	
      The
      Compensation Committee shall grant such number of restricted shares of
      stock as a restricted stock bonus to such individuals as it shall, in its
      discretion, decide each Plan Year, and to assist it in making its decision
      shall receive such advice and recommendations from the Chief Executive
      Officer as it may request or as he may offer.

	 	 	 
	 	
      C.
	
      Restrictions
      on Stock. All restricted stock granted to a person pursuant to the Bonus
      Program, shall bear the following restrictions:

	 	 	 
	 	 	
      1.
	
      No
      share of restricted stock or certificate evidencing restricted stock shall
      be transferable, nor may it be sold, pledged, or otherwise disposed of,
      during the period prior to the lapse of restrictions.

	 	 	 
	 	 	
      2.
	
      If
      the employment of the employee shall be terminated other than by death or
      retirement, or by voluntary or involuntary termination within one year
      following a Change of Control of the Company; all restricted stock on
      which the restrictions have not lapsed, shall immediately be forfeited to
      the Company. If the employment of an employee shall terminate by reason of
      death or retirement, all restrictions on restricted stock which have not
      lapsed shall immediately lapse. If the employment of an employee who is
      also an officer of the Company shall terminate either voluntary or
      involuntary within one year following a Change in Control of the Company
      other than by reason of death or retirement, all restrictions on
      restricted stock which have not lapsed shall immediately lapse. In order
      to carry out the provisions of this restriction, all restricted stock
      shall be deposited with the
































	 	 	 	
      Escrow
      Agent with executed stock powers attached. As restrictions lapse, the then
      unrestricted stock shall be delivered to the employee.

	 	 	 
	 	 	
      3.
	
      The
      restrictions on the stock shall rateably lapse over a period of five years
      so that one year after the date of the grant of the restricted stock the
      restrictions shall lapse on twenty percent of the shares and on an
      additional twenty percent on each of the subsequent anniversary
      dates.

	 	 	 
	 	 	
      4.
	
      The
      Compensation Committee, in its sole discretion, may accelerate the lapse
      of restrictions in the event of (i) a sale of part of the Company or (ii)
      the outsourcing of a function or department of the Company, for those
      employees terminated as a result of the sale or outsourcing (which
      acceleration may be immediate or for a period not to exceed three (3)
      years after termination).”

	 	 	 
	 	
      D.
	
      The
      date of the grant of any restricted stock shall be the first business day
      in June following the Plan Year for which the award is being
      made.

	 	 	 
	 	
      E.
	
      The
      Compensation Committee shall select the Escrow Agent upon such terms and
      conditions as it deems best and may change the Escrow Agent. The Escrow
      Agent shall not be an employee of Corporation.

	 	 	 
	 	
      F.
	
      No
      more than 25,000 shares of restricted stock shall be granted for any Plan
      Year under this bonus program except as provided in Paragraph III B,
      hereof.

	 	 	 
	
      VII.
	
      THIS
      SECTION DELETED BY BOARD AMENDMENT SEPTEMBER 27,
  1977

	 	 	 
	
      VIII.
	
      THIS
      SECTION DELETED BY BOARD AMENDMENT JANUARY 25, 1972

	 	 	 
	
      IX.
	
      DIVIDENDS

	 	 	 
	 	
      A.
	
      Each
      employee who receives restricted stock under this Plan shall be entitled
      to all dividends and shall be entitled to all rights of a shareholder with
      respect to such stock from the date of the award, except as expressly
      limited herein. Any shares received as the result of a stock dividend or
      stock split on restricted stock shall be subject to the same restrictions
      as the original shares.

	 	 	 
	
      X.
	
      FORFEITED
      STOCK

	 	 	 
	 	
      A.
	
      If
      restricted stock issued pursuant to this Plan shall be forfeited, such
      forfeited shares shall be available for further issuance in accordance
      with this Plan.

	 	 	 
	
      XI.
	
      AMENDMENT
      AND TERMINATION

	 	 	 
	 	
      A.
	
      This
      Plan may be terminated, amended, revised, suspended or reinstated in whole
      or in part, by the Board of Directors, except that no such action may be
      taken affecting the maximum amount of compensation which may be elected to
      be received in restricted stock under the Deferred Compensation Program or
      the maximum number of shares of stock which may be used in furtherance of
      the provisions of the Plan without approval of the Company’s stockholders,
      except as provided in Paragraph III B, hereof.

	 	 	 
	
      XII.
	
      EFFECTIVE
      DATE

	 	 	 
	 	
      A.
	
      This
      Plan shall be effective as of January 1, 1969, subject to approval of
      stockholders of Company at the Annual Meeting thereof of February 25,
      1969. However, for the purposes of the high performance restricted stock
      bonus program, the Compensation Committee is authorized to grant
      restricted stock on the basis of performance for the Fiscal period of
      November 1, 1967 through October 31, 1968, the entire Plan Year of
      November 1, 1968 through October 31, 1969 as well as subsequent Plan
      Years.
































	
      XIII.
	
      IMMEDIATE
      LAPSE OF RESTRICTIONS

	 	 	 
	 	
      A.
	
      Notwithstanding
      the other provisions of the Plan, upon (i) a Change in Control of the
      Company, or (ii) a resolution to the following effect by the Compensation
      Committee passed after commencement of a tender offer or other acquisition
      plan or program by any person which, if consummated in accordance with its
      terms, would result in a Change in Control of the Company; then all
      restrictions on restricted stock which have not lapsed shall automatically
      and immediately lapse and the then unrestricted stock shall be released
      from escrow immediately and delivered to the employee.

	 	 	 
	
      XIV.
	
      WITHHOLDING

	 	 	 
	 	 	
      When
      a participant is required to pay to the Company an amount required to
      withheld under applicable tax laws in connection with the release of
      shares under the Plan, the Committee may, in its discretion and subject to
      such rules as it may adopt, permit the participant to satisfy the
      obligation, in whole or in part, by electing to have the Company withhold
      shares of Common Stock or by delivering previously owned shares of Common
      Stock having a fair market value equal to the amount required to be
      withheld. The election must be made on or before the date that the amount
      of tax to be withheld is determined (the “Tax Date”). The fair market
      value of the shares to be withheld is the average of the high and low
      market price of the Common Stock on the New York Stock Exchange on the Tax
      Date. Fractional amounts will be paid in cash. Elections will be subject
      to the following restrictions: (1) they must be made on or prior to the
      Tax Date, (2) they will be irrevocable, and (3) they will be subject to
      the disapproval of the Committee. Elections by participants whose
      transactions in Common Stock are subject to Section 16(b) of the
      Securities Exchange Act of 1934 (“officers”) will be subject to the
      following additional restrictions: (1) they may not be made within six
      months of the grant of the award (except that this limitation will not
      apply in the event death or disability of the participant occurs prior to
      the expiration of the six-month period), and (2) they must be made either
      six months or more prior to the Tax Date or in a ten day “window period”
      beginning on the third day following the release of the Company’s
      quarterly or annual summary statement of sales and
    earnings.