EXHIBIT 10.1

                           OSHKOSH B'GOSH, INC.
                           PROFIT SHARING PLAN

      Generally Effective:  January 1, 1998 (unless otherwise stated)

                           OSHKOSH B'GOSH, INC.
                           PROFIT SHARING PLAN

                            TABLE OF CONTENTS


Chapter	                                                         Page

INTRODUCTION                                                      iv

I  DEFINITIONS                                                    	1

II  ELIGIBILITY AND PARTICIPATION	                                 9
     2.01	Eligibility	                                             9
     2.02	Re-Employment	                                           9
     2.03	Exclusion of Collective Bargaining Employees	            9
     2.04	Change in Participant Status	                            9
     2.05	Employees Not in Eligible Class	                         9

III  CONTRIBUTIONS AND ALLOCATIONS	                               10
     3.01	Discretionary Employer Contributions	                   10
     3.02	Allocation of Employer Contributions and Forfeitures    10

IV  CONTRIBUTION LIMITATIONS	                                     11
     4.01	Definitions	                                            11
     4.02	Maximum Annual Additions	                               12
     4.03	Reduction of Annual Additions	                          13
     4.04	Limitations if Participant in Other Plan(s)	            13

V  INVESTMENT OF ACCOUNTS	                                        15
     5.01	Funding Policy	                                         15
     5.02	Employee Direction of Investments	                      15
     5.03	Expenses	                                               15

VI  VESTING OF ACCOUNTS	                                          16
     6.01	100% Vesting Situations	                                16
     6.02	Vesting Schedule	                                       16
     6.03	Bad-Boy Provision	                                      16
     6.04	Forfeitures	                                            17
     6.05	Resumption of Participation	                            18

VII  PAYMENT OF BENEFITS	                                         19
     7.01	Commencement of Benefits	                               19
     7.02	Form of Payment	                                        20
     7.03	Incidental Death Benefits	                              20
     7.04	Transfers	                                              21
     7.05	Distribution of Small Amounts	                          21
     7.06	Direct Rollover	                                        21

VIII  TOP-HEAVY PROVISIONS	                                       23
     8.01	Provisions Will Control	                                23
     8.02	Definitions	                                            23
     8.03	Minimum Allocation	                                     25
     8.04	Nonforfeitability of Minimum Allocation	                26
     8.05	Minimum Vesting Schedules	                              26
     8.06	Compensation Limitation	                                27

IX  ADJUSTMENT OF ACCOUNTS	                                       28
     9.01	Allocation of Trust Earnings	                           28
     9.02	Allocation of Employer Contributions and Forfeitures	   28

X  DESIGNATION OF BENEFICIARY	                                    29
     10.01	Beneficiary Designation	                               29
     10.02	Priority If No Designated Beneficiary	                 29

XI  AMENDMENT OF THE PLAN	                                        30
     11.01	Amendment by Employer	                                 30
     11.02	Conformance to Law	                                    31
     11.03	Right to Terminate	                                    31
     11.04	Merger, Consolidation, or Transfer	                    31

XII  CLAIMS PROCEDURE	                                            32
     12.01	Written Claim	                                         32
     12.02	Claim Denial	                                          32
     12.03	Request for Review of Denial	                          32
     12.04	Decision on Review	                                    32
     12.05	Additional Time	                                       32

XIII  MISCELLANEOUS PROVISIONS	                                   33
     13.01	Reversion of Assets	                                   33
     13.02	Equitable Adjustment	                                  33
     13.03	Reasonable Compensation	                               33
     13.04	Indemnification	                                       33
     13.05	Protection from Loss	                                  33
     13.06	Protection from Liability	                             34
     13.07	Adoption of Rules and Procedures	                      34
     13.08	Assignment of Benefits	                                34
     13.09	Mental Competency	                                     34
     13.10	Authentication	                                        35
     13.11	Not an Employment Contract	                            35
     13.12	Appointment of Auditor	                                35
     13.13	Uniform Treatment	                                     35
     13.14	Interpretation	                                        35
     13.15	Plural and Gender	                                     35
     13.16	Headings	                                              35
     13.17	Expenses	                                              35
     13.18	Unclaimed Accounts	                                    36
     13.19	Special Provisions Respecting Military Service	        36
     13.20	Participation of Affiliated Employers	                 36

XIV  EMPLOYER STOCK SAVINGS ACCOUNTS AND INVESTMENTS	             37
     14.01	Stock Savings Accounts	                                37
     14.02	Employer Stock Defined	                                37
     14.03	Distributions from Stock Savings Accounts	             37
     14.04	Employer Stock Valuation	                              37


                              INTRODUCTION


The name of this Plan is the OshKosh B'Gosh, Inc. Profit
Sharing Plan.

The validity, construction, and all rights granted under
this Plan and Trust will be governed, interpreted, and
administered by the laws of the United States under the Employee
Retirement Income Security Act of 1974 (ERISA, as it may be
amended) and the Internal Revenue Code of 1986 (the Internal
Revenue Code, as it may be amended).  However, regardless of the
preceding, to the extent that ERISA and/or the Internal Revenue
Code do not preempt local law, the Plan and Trust will be
governed, interpreted, construed, and enforced according to the
laws of the State of Wisconsin.

If the U.S. Department of Labor or the Internal Revenue
Service, or both, determines at any time that this Plan does not
meet these requirements or that it is being administered or
interpreted in a manner inconsistent with these requirements, the
Employer may make the appropriate amendments or adjustments, or
both, which may be retroactive, to correct the situation, or
terminate the Plan.

If any provisions of the Plan and Trust are held to be
invalid or unenforceable, the remaining provisions will continue
to be fully effective.

                             CHAPTER I

                            DEFINITIONS


I.1	Unless the context requires otherwise, the capitalized
terms defined below will have the following meanings throughout
the Plan:

(a)	Account is any or all of a Participant's
Account(s) as may be established by the Committee from time
to time to administer the Plan, depending upon the context
of the sentence in which it is used.  Account(s) shall
include:

(1)	Regular Account (the Account to which are
credited Employer Contributions and earnings thereon).

(2)	Employee Contributions Account (the Account
to which are credited voluntary Employee Contributions
and earnings thereon).

(b)	Affiliated Employer means (i) each corporation
which is included as a member of a controlled group with the
Employer and trades or businesses, whether or not
incorporated, which are under common control by or with the
Employer within the meanings of Sections 414(b) and (c) of
the Internal Revenue Code of 1986, or any amendments thereof
and (ii) any other corporation not described in clause (i)
acquired by the Employer and designated by it as an
Affiliated Employer, except that for purposes of the
limitation on Annual Additions, the term shall also include
trades or businesses on the basis of a more than 50% test
rather than an 80% test.  Further, the term shall include
any members of the same affiliated service group within the
meaning of Code Section 414(m) and any other entity required
to be aggregated with the Employer under Code Sections
414(n) or (o).

(c)	Anniversary Date is December 31.

(d)	Beneficiary is the person or entity designated in
Chapter X to receive any death benefits of a Participant
which become payable under the Plan.

(e)	Break in Service shall mean, as to any Participant
who, as of December 31, 1988 or earlier, had incurred a One
Year Break in Service after termination of employment.  A
One Year Break in Service means a Plan Year in which the
Employee does not complete an aggregate of more than 500
Hours of Service with the Employer or Affiliated Employers.

As to any Participant who, as of December 31, 1988 or
earlier, has not incurred a Break in Service under the rules
then in existence, and as to terminations of employment on
and after January 1, 1989, a Break in Service shall be any
subsequently ending and consecutive five One Year Breaks in
Service.

Special provisions with respect to military service are
contained in Section 13.19 hereof.

(f)	Code means the Internal Revenue Code of 1986, as
amended and as it may be amended.

(g)	Committee is the organization appointed by the
Board of Directors of the Employer (which may name itself as
the Committee) for purposes of overseeing the administration
of the Plan, and performing any other duties specified in
this Plan.  A Committee member may resign or be removed at
any time by the Board of Directors of the Employer by
written notice.  To assist it in its duties, the Committee
may employ agents or legal counsel.

Any such Committee may in its regulations or by action
delegate the authority to any one or more of its members to
take any action on behalf of the Committee and as to such
actions, no meetings or unanimous consent shall be required.
 The Committee may also act at a meeting or by its unanimous
written consent.  A majority of the members of the Committee
shall constitute a quorum for the transaction of business
and shall have full power to act hereunder.  All decisions
shall be made by vote of the majority present at any meeting
at which a quorum is present, except for actions in writing
without a meeting which must be unanimous.  The Committee
may appoint a Secretary who may, but need not, be a member
of the Committee.  The Committee may adopt such bylaws and
regulations as it deems desirable for the conduct of its
affairs.  Any absent Committee member, and any dissenting
Committee member who (at the time of the making of any
decision by the majority) registers his dissent in writing
delivered at that time to the other Committee members, shall
be immune to the fullest extent permitted by law from any
and all liability occasioned by or resulting from the
decision of the majority.  All rules and decisions of the
Committee shall be uniformly and consistently applied to all
persons in similar circumstances.  The Committee shall be
entitled to rely upon the Participating Employers' records
as to information pertinent to calculations or
determinations made pursuant to the Plan.  A member of the
Committee may not vote or decide upon any matter relating
solely to himself or vote in any case in which his
individual right of claim to any benefit under the Plan is
particularly involved.  If, in any case in which a Committee
member is so disqualified to act, the remaining members
cannot agree, then, the President of the Employer will
appoint a temporary substitute member to exercise all of the
powers of the disqualified member concerning the matter in
which that member is disqualified to act.

In the event a dispute arises under the Plan and Trust,
the Committee will be the authorized agent for the service
of legal process.

(h)	"Compensation" means total wages, salaries, fees
and other amounts received for a particular Plan Year
(without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of
employment by the Participant from a Participating Employer
to the extent that the amounts are includable in gross
income (or such Compensation paid or accrued for Plan Years
prior to January 1, 1991), and including any elective
contributions not otherwise includable in income under a
Code Section 125 cafeteria plan or Section 401(k) plan, but
excluding reimbursements or other allowances, fringe
benefits (cash and non-cash, including, without limitation,
any income arising in connection with any stock options,
restricted stock or other equity based incentives relating
to stock of the Employer), moving expenses, deferred
compensation and welfare benefits.  In the Plan Year in
which an Employee becomes a Participant, for purposes of
allocating Employer Contributions, Compensation includes
only his Compensation after he becomes a Participant under
Chapter II.

However, for any Plan Year beginning after December 31,
1988, Compensation in excess of $200,000 (as adjusted as
permitted under Code Section 401(a)(17) from time to time)
shall be disregarded.

In addition to other applicable limitations set forth
in the Plan, and notwithstanding any other provision of the
Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the annual Compensation of each Employee
taken into account under the plan shall not exceed the OBRA
`93 annual compensation limit.  The OBRA `93 annual
compensation limit is $150,000, as adjusted by the
Commissioner for increases in the cost of living in
accordance with Section 401(a)(17)(B) of the Internal
Revenue Code.  The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding 12
months, over which compensation is determined (determination
period) beginning in such calendar year.  If a determination
period consists of fewer than 12 months, the OBRA `93 annual
compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the
determination period, and the denominator of which is 12.

For Plan Years beginning on or after January 1, 1994,
any reference in this Plan to the limitation under Section
401(a)(17) of the Code shall mean the OBRA `93 annual
compensation limit set forth in this provision.

If Compensation for any prior determination period is
taken into account in determining an Employee's benefits
accruing in the current plan year, the Compensation for that
prior determination period is subject of the OBRA `93 annual
compensation limit in effect for that prior determination
period.  For this purpose, for determination periods
beginning before the first day to the first Plan Year
beginning on or after January 1, 1994, the OBRA `93 annual
compensation limit is $150,000.

From and after January 1, 1999, in determining the
Compensation of a Participant who is a highly compensated
employee as defined in Code Section 414(q) for a Plan Year,
all Compensation in excess of $100,000 shall be disregarded.

(i)	Contributions to the Plan by the Employer and the
Participant shall include:

(1)	"Employer Contributions" shall mean
contributions made to the Plan by a Participating
Employer.

(2)	"Employee Contributions" shall mean voluntary
Employee contributions made on an after-tax basis.

(j)	Date of Employment means:

(1)	the day on which the Employee performs his
first Hour of Service on or after the date on which he
is employed by the Employer or an Affiliated Employer,
or

(2)	the date on which the Employee performs his
first Hour of Service on or after the date on which he
is re-employed following a One Year Break in Service.

(k)	Effective Date of the Plan is January 1, 1952.
The Effective Date of this amendment and restatement is
January 1, 1998, unless otherwise provided herein.

(l)	Employee is any person employed directly by the
Employer or an Affiliated Employer and for whom the Employer
or an Affiliated Employer pays Social Security taxes and who
is a salaried employee, but excluding account executives,
national account executives, account representatives, sales
representatives, store managers, district sales managers,
and regional sales managers.  By amendment to the Plan
effective January 1, 1989, certain classes of employees were
excluded from the Plan (the Excluded Group).  Individuals
who were in the Excluded Group with an undistributed account
under the Plan as of July 1, 1989 became 100% vested as of
that date, regardless of their years of vesting service,
notwithstanding any other provision of this Plan.  No
further Employer Contributions or forfeitures shall be
allocated to the accounts of Participants in the Excluded
Group after January 1, 1989, for so long as such individuals
remain in the Excluded Group after January 1, 1989, but such
account shall continue to be adjusted for investment results
of the Trust Fund and become subject to distribution in
accordance with Chapter VII hereof.  Any individual who was
in the Excluded Group but who again became an eligible
Employee because of the amendment of this Section as of
January 1, 1995 shall be treated from and after that date
the same as any other eligible Employee hereunder and if any
such individual is not already 100% vested, a separate
Regular Account shall be established for such individual
subject to the vesting schedule under Section 6.02 and the
other vesting provisions of this Plan.  Also excluded is any
person who is classified by the Employer or an Affiliated
Employer as other than as an Employee, for the entire period
of such classification, without regard to any subsequent
reclassification which may occur by operation of law or
otherwise.

Leased Employees (as defined in Code Section 414(n))
shall not be included even though it is recognized that such
leased employees shall be included for purposes of
nondiscriminatory testing under Code Section 410.

(m)	Employer is OshKosh B'Gosh, Inc. and any successor
corporation or partnership by merger, purchase, or
otherwise.  Unless specifically included, Absorba, Inc. and
Essex Outfitters, Inc. and other subsidiaries of OshKosh
B'Gosh, Inc. are not considered as an Employer.  Due to the
change of Essex Outfitters from a subsidiary to a division
as of May 31, 1994, and notwithstanding the preceding
sentence, Essex Outfitters shall be deemed an Employer as of
June 1, 1994.  Employees of Essex Outfitters shall become
Participants the first of the month coincident with or next
following their satisfaction of the Plan's minimum age and
service requirements after May 31, 1994.  Such employees
shall receive Years of Vesting Service credit for service
prior to June 1, 1994.

The Employer will be the named fiduciary as defined in
ERISA.

(n)	Employment Year means a 12-month period following
an Employee's most recent Date of Employment.

(o)	ERISA is the Employee Retirement Income Security
Act of 1974, as amended.

(p)	Hours of Service means any of the following hours
(assuming a 190 hour month for any Employee not paid on an
hourly basis who works one hour during the month):

(1)	Each hour for which an Employee is directly
or indirectly paid, or entitled to payment, for the
performance of duties for the Employer.  These hours
will be credited to the Employee for the computation
period in which the duties are performed; and

(2)	Each hour for which an Employee is directly
or indirectly paid, or entitled to payment, by the
Employer on account of a period of time during which no
duties are performed (irrespective of whether the
employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave
of absence.  No more than 501 Hours of Service will be
credited under this paragraph for a single computation
period (whether or not the period occurs in a single
computation period).  Hours under this paragraph will
be calculated and credited pursuant to Section
2530.200b-2 of the Department of Labor Regulations
which are incorporated herein by this reference; and

(3)	Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to
by the Employer.  The same Hours of Service will not be
credited both under (1) or (2) above, as the case may
be, and under this definition 3.  These hours will be
credited to the Employee for the computation period or
periods to which the award or agreement pertains rather
than the computation period in which the award,
agreement, or payment is made.

For purposes of determining whether a One Year Break in
Service has occurred for participation and vesting purposes,
an Employee who is absent from work

a.	by reason of her pregnancy,

b.	by reason of the birth of a child of the
Employee,

c.	by reason of the placement of a child in
connection with the adoption of the child by the
Employee,

d.	for purposes of caring for the child during
the period immediately following the birth or placement
for adoption,

Hours of Service shall be credited according to the
following rule.  During the period of absence, the Employee
shall be deemed to have completed the number of hours that
normally would have been credited but for the absence.  If
the normal work hours are unknown, eight hours of service
shall be credited for each normal work day during the leave.
The Hours of Service to be credited under this paragraph
shall be credited in the year in which the absence begins if
such crediting is necessary to prevent a One Year Break in
Service in that year or in the following year.  Provided,
however, the total number of Hours of Service credited by
this paragraph shall not exceed 501.

Hours of Service will be credited for employment with
the Employer and any Affiliated Employer.

Hours of Service will also be credited for any
individual considered an employee under Section 414(n).

If records of employment with respect to an Employee's
service with the Employer before the effective date of this
restatement are insufficient to determine his exact Hours of
Service, the Committee will make reasonable estimates of
said Hours of Service based on such records of employment.
Any such Hours of Service estimates will be made in a
uniform, nondiscriminatory manner and will be binding on all
Employees.

(q)	Normal Retirement Age is the date an Employee is
65 years old.

(r)	Participant is an Employee who has met the
eligibility requirements of Chapter II, or a person who has
an Account balance under this Plan.

(s)	Participating Employer means the Employer and any
Affiliated Employer authorized by the Employer to
participate in this Plan, by extending the same to such
Affiliated Employer's eligible Employees.

(t)	Plan means the OshKosh B'Gosh, Inc. Profit Sharing
Plan as it may be amended from time to time.

(u)	Plan Administrator is OshKosh B'Gosh, Inc.

(v)	Plan Year is January 1 to December 31.

(w)	Suspense Account is the separate Account within a
Regular Account consisting of the forfeiture (under Section
6.04) of a Participant who terminates employment and who
returns to the employ of the Employer or an Affiliated
Employer before he incurs five One Year Breaks in Service.

(x)	Suspense Amount is the dollar amount of the
non-Vested portion, if any, of a terminated Participant's
Regular Account.  The crediting, if any, of Trust earnings
to the Suspense Amount will be determined by the Committee
in a uniform and nondiscriminatory manner.

(y)	Trust means the OshKosh B'Gosh, Inc. Profit
Sharing Trust, as it may be amended from time to time.

(z)	Trustee is the person(s), corporation, or
combination thereof (and any duly appointed successor) named
in the Trust document.

(aa)	Trust Fund is the total of contributions made to
the Trust, increased by profits, income, refunds, and other
recoveries received, and decreased by losses and expenses
incurred, and benefits paid.  Trust Fund may also include
any assets transferred to the Trust Fund from the qualified
corporate retirement trust of the Employer or any other
employer, if permitted by applicable law, and, if permitted
by the Committee, the individual retirement account (as
defined by the Internal Revenue Code and referred to as IRA
in the Plan and Trust) of an Employee, or a distribution to
a Participant from the qualified corporate retirement plan
of the Employer or another employer.

(bb)	Valuation Date is any date on which the market
valuation of the Trust Fund is made.  This valuation must be
made on each March 31st, June 30th, September 30th, and
December 31st of the Plan Year if there is a need to make a
benefit distribution as of such date, as determined by the
Committee.  If it desires, the Committee in its discretion,
may also instruct the Trustee to make valuations at other
times.

(cc)	Vested is that portion of an Account to which a
Participant has a nonforfeitable right.

(dd)	Year of Eligibility Service is the Employment Year
of an Employee, provided he completes at least 1,000 Hours
of Service during such Employment Year.  For an Employee who
does not complete at least 1,000 Hours of Service in his
Employment Year, a Year of Eligibility Service is a Plan
Year, starting with the Plan Year next following his Date of
Employment, during which he completes at least 1,000 Hours
of Service.

(ee)	Year of Vesting Service is any Plan Year, starting
with the Plan Year in which an Employee is hired by the
Employer or an Affiliated Employer, during which such
Employee completes at least 1,000 Hours of Service.

                          CHAPTER II

                 ELIGIBILITY AND PARTICIPATION


II.1	Eligibility.  On and after January 1, 1989, each
Employee of a Participating Employer shall become eligible to
participate in the Plan on the first day of the pay period
coincident with or next following his completion of both of the
following requirements:

(a)	one Year of Eligibility Service following his most
recent Date of Employment; and

(b)	attainment of age 21.

II.2	Re-Employment.  Notwithstanding the provisions of
Section 2.01, any Participant who terminated employment with a
Participating Employer after the effective date of this
restatement, and is later rehired, shall again become eligible to
become a Participant on his most recent Date of Employment.

II.3	Exclusion of Collective Bargaining Employees.  An
Employee who is covered by a collective bargaining agreement to
which a Participating Employer is a party will not be eligible to
participate in this Plan unless that collective bargaining
agreement specifically provides for coverage of such Employee
under this Plan.  Also, a Participant who becomes covered by a
collective bargaining agreement to which a Participating Employer
is a party will not be eligible to share in any Employer
Contributions and forfeiture reallocations for any Plan Year
during which he is covered for the entire Plan Year by that
collective bargaining agreement, unless such collective
bargaining agreement specifically provides to the contrary.

II.4	Change in Participant Status.  In the event a
Participant is no longer a member of an eligible class of
Employees (as defined in Section 1.01(l)) and becomes ineligible
to participate, such employee will participate immediately upon
returning to an eligible class of Employees.

II.5	Employees Not in Eligible Class.  In the event an
employee who is not a member of the eligible class of Employees
(as defined in Section 1.01(l)) becomes a member of the eligible
class, such employee will participate immediately if such
employee has satisfied the minimum age and service requirements
and would have otherwise previously become a Participant.


                          CHAPTER III

                 CONTRIBUTIONS AND ALLOCATIONS


III.1	Discretionary Employer Contributions.

This Plan is intended to be a discretionary contribution
plan, not dependent upon the existence of Employer profits,
pursuant to Code Section 401(a)(27).  Notwithstanding the
preceding, this Plan shall be treated as a profit sharing plan
for purpose of Code Sections 401(a), 402, 412, and 417.

The Participating Employers agree to pay to the Trustee with
respect to each Plan Year such amount, if any, as may be
determined by the Board of Directors of the Employer each year.
The Employer Contributions for any particular Plan Year shall not
exceed the amount (including the amount of any credit-carryovers
from prior years available to the Participating Employers) which
the Participating Employers may lawfully deduct for federal
income tax purposes.

Employer Contributions shall be made before or as soon as
reasonably possible after the close of the Employer's fiscal
year, without interest and within the time limit for
deductibility thereof by the Employer as specified by the
Internal Revenue Code.

III.2	Allocation of Employer Contributions and
Forfeitures.

Except as provided in Section 6.04, the Employer
Contributions shall be allocated to the Regular Accounts of all
Participants who are Employees on the last day of the Plan Year
or who terminated employment during the Plan Year due to death,
retirement (on or after either the attainment of age 65, or the
attainment of age 60 and the completion of 10 Years of Vesting
Service) or disability, in the proportion that the Compensation
of each such Participant bears to the total Compensation of all
such Participants.  Any forfeitures which become reallocable
during the Plan Year under any other provision of this Plan shall
be applied to reduce the amount of Employer Contributions
otherwise determined for such Plan Year.  To the extent any
unapplied balance of forfeitures remain, the same shall be
similarly applied as soon as possible in the immediately
following Plan Years.  On the effective date of any total
termination of the Plan or complete discontinuance of any
contributions to the Trust, any unapplied forfeitures shall be
allocated to the Regular Accounts of all Participants who are
Employees on such effective date pro rata to Compensation as
provided above.

                             CHAPTER IV

                       CONTRIBUTION LIMITATIONS


IV.1	Definitions.  For purposes of this Chapter IV only, the
capitalized terms defined below will have the following meaning
when capitalized:

Annual Additions means the total of the following
amounts, if any, which are allocated to the Combined
Accounts of a Participant:

(a)	Employer Contributions (excluding Employer
Contributions arising from an award of back pay by
agreement with the Participating Employer or by court
order);

(b)	Amounts forfeited by non-vested previous
Participants; and

(c)	Non-deductible voluntary Employee
Contributions.

For purposes of determining Annual Additions, a
rollover contribution from an IRA of a Participant, or from
his account in the qualified retirement plan of his previous
employer will not be included.

Average Compensation of a Participant is his Total
Compensation during the three consecutive Limitation Year
period in which he earned a year of service and which
produced the highest average.

Combined Accounts means the total of all accounts of a
Participant in all of the Defined Contribution Plans of the
Participating Employer.

Defined Benefit Plan is a retirement plan which does
not provide for benefits from an individual account of a
Participant, but rather such benefits are based on a benefit
formula provided by the Plan.

Defined Contribution Plan is a retirement plan which
provides for an individual account for each Participant and
for benefits based entirely on the balance of that account.
The account balance is usually derived from contributions,
income, expenses, market value increases or decreases, and
sometimes non-Vested amounts from Participants who quit
before retirement.

Employer means the employer that adopts this Plan.  All
members of a controlled group of corporations (as defined in
Section 414(h) as modified by Section 415(h) of the Code),
all trades or businesses (whether or not incorporated) under
common control (as defined by Section 414(c) as modified by
Section 415(h) of the Code), or all members of an affiliated
service group (as defined in Section 414(m) of the Code),
will be considered a single employer for the purposes of
applying the limitations of this Chapter.

Limitation Year is the Plan Year.

Total Compensation includes a Participant's earned
income, wages, salaries, and fees for professional service
and other amounts received for personal services actually
rendered in the course of employment with an Employer
maintaining the plan (including but not limited to,
commissions paid salesmen, compensation for services on the
basis or a percentage of profits, commissions on insurance
premiums, tips and bonuses) and excluding the following:

a.	Employer contributions to a plan of deferred
compensation which are not included in the gross income
of the Employee for the taxable year in which
contributed, or on behalf of an Employee to a
simplified employee pension plan to the extent such
contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;

b.	Amounts realized from the exercise of a
non-qualified stock option, or when restricted stock
(or property) held by an Employee either becomes freely
transferable or is no longer subject to a substantial
risk of forfeiture;

c.	Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified
stock option; and

d.	Other amounts which receive special tax
benefits, or contributions made by the Employer
(whether or not under a salary reduction agreement)
towards the purchase of a 403(b) annuity contract
(whether or not the contributions are excludable from
the gross income of the Employee).

Notwithstanding the above definition, from and after
January 1, 1998, Total Compensation shall include any
elective deferral contributions (as defined in Code Section
402(g)(3)) and any amounts contributed or deferred by the
Employer at the election of the Participant which are not
includable in the gross income of the Participant by reason
of Code Sections 125 or 457.

IV.2	Maximum Annual Additions.  The maximum amount of Annual
Additions which can be made to the Combined Accounts of a
Participant for any Limitation Year is equal to the lesser of:

(a)	25% of his Total Compensation for that period; or

(b)	$30,000 (or such other dollar amount as is
specified annually by the Secretary of the Treasury, or his
delegate or any other federal law or regulations).

IV.3	Reduction of Annual Additions.  If the Annual Additions
to any Participant's Combined Accounts exceed this maximum for
any Limitation Year, the Committee will reduce the amount of his
Annual Additions in the following order of priority until the
Annual Additions equal the maximum allowed:

(a)	First, any amounts of voluntary Employee
Contributions shall be returned, to the extent required, to
the Participant.

(b)	Second, the forfeitures credited to his Account
for the Limitation Year will be reallocated to the
appropriate Accounts of all other Participants to the extent
required, in the same manner as the other forfeitures for
the Limitation Year.

(c)	Third, and subject to Section 4.02, Employer
Contributions shall be reallocated to other Participants
covered by the Plan in that Limitation Year.

IV.4	Limitations if Participant in Other Plan(s).  If a
Participant is also a participant in a Defined Benefit Plan (or
plans) maintained by the Employer, the decimal equivalent of the
sum of the fractions determined as follows for all Defined
Benefit Plans and Defined Contribution Plans maintained by the
Employer in which he participates shall not exceed 1.0 for any
Limitation Year:

(a)	A defined benefit fraction, the numerator being
the projected total annual benefits of the Participant under
all Employer-sponsored Defined Benefit Plans (whether or not
terminated), and the denominator being the lesser of:

(1)	the product of 1.25 multiplied by $90,000
(or, if permitted by applicable law, such other dollar
amount as is specified annually by the Secretary of the
Treasury, or his delegate); or

(2)	the product of 1.4 multiplied by the
Participant's Average Compensation.

(b)	A defined contribution fraction, the numerator
being the sum of the actual Annual Additions to the
Participant's Combined Accounts under all Defined
Contribution Plans (whether or not terminated) maintained by
the Employer for the current and all prior Limitation Years,
and the denominator being the sum of the lesser of the
following amounts determined for such Limitation Year and
all prior Limitation Years of the Participant's service with
the Employer (regardless of whether a Defined Contribution
Plan was maintained by the Employer):

(1)	the product of 1.25 multiplied by $30,000
(or, if permitted by applicable law, such other dollar
amount as is specified annually by the Secretary of the
Treasury, or his delegate); or

(2)	the product of 1.4 multiplied by 25% of his
Total Compensation for such Limitation Year.

In the event the projected annual benefits of a
Participant under all Defined Benefit Plans cause the total
of the fractions determined under (a) and (b) above to
exceed 1.0, the benefits under such Defined Benefit Plans
will be reduced to the extent required so that the total of
such fractions equals 1.0.

From and after January 1, 2000, the special limitations
set forth in this Section 4.04 shall no longer apply.

                           CHAPTER V

                     INVESTMENT OF ACCOUNTS

V.1	Funding Policy.  In order to implement and carry out
the provisions of the Plan and to finance the benefits under the
Plan, the Employer will establish and maintain a funding policy
with respect to the Trust Fund in a manner consistent with
applicable law.

V.2	Employee Direction of Investments.  The Committee may,
in its discretion, direct the Trustee to establish "separate
investment funds" within the Trust Fund according to Committee
specification for the investment of Accounts.  The Committee will
then establish uniform, nondiscriminatory rules permitting each
Participant to direct the percentage of his Account(s) to be
invested in each of these separate investment funds.  Any such
written direction will remain in effect for a Participant until
it is replaced by his subsequent written direction filed with the
Committee.

The Committee may also provide for the transfer of funds
within an Account from one separate investment fund to another
under uniform rules established by the Committee.

If a Participant makes no written direction under this
provision, the Committee will direct the Trustee to place 100% of
his Account(s) in a separate investment fund chosen by the
Committee under uniform, nondiscriminatory rules.

V.3	Expenses.  The Participating Employers may pay the
expenses of administering the Plan, if desired.  However, if they
do not pay these expenses directly, then, to the extent permitted
by law, the payments will be made from the Trust Fund.

                           CHAPTER VI

                       VESTING OF ACCOUNTS


VI.1	100% Vesting Situations.  A Participant will be fully
(100%) Vested in his Regular Account upon the occurrence of any
of the following events; provided such event occurs while he is
an Employee:

(a)	either his attainment of his Normal Retirement
Age, or his attainment of age 60 and the completion of 10
Years of Vesting Service;

(b)	his death;

(c)	his total and permanent disability as determined
by a physician selected by the Committee.  For purposes of
this paragraph, a Participant will be considered totally and
permanently disabled if he incurs a mental or physical
disability which may be expected to be of a long continued
duration or which may be expected to result in death and
which prevents him from satisfactorily performing his duties
with the Employer or an Affiliated Employer; or

(d)	the termination (either full or partial) of this
Plan or the complete discontinuance of Employer
Contributions to this Plan, provided however, that in the
event of a partial termination, only those Participants to
whom the partial termination applied will be 100% Vested.

VI.2	Vesting Schedule.  A Participant who is not yet fully
Vested under Section 6.01 will be Vested (subject to Section
6.03) in his Regular Account according to the following vesting
schedule:

       Years of Vesting Service     Vested Percentage

            Less than 3                    0%
            3 or more                    100%

VI.3	Bad-Boy Provision.  Prior to his eligibility for full
Vesting under Section 6.01, and whether or not he is eligible to
be Vested in his Regular Account under Section 6.02, a
Participant with fewer than 5 years of Vesting Service will have
no Vested interest in his Regular Account if prior to or after
his termination of employment with the Employer or an Affiliated
Employer, he commits an act which would constitute a crime
against the Employer or an Affiliated Employer under federal law
or the laws of the State of Wisconsin.

VI.4	Forfeitures.  As to any Participant who terminates
employment with the Employer and all Affiliated Employers prior
to his Retirement Date or earlier death, and prior to becoming
fully vested in his Account:

(a)	If distribution of the vested portion of such a
Participant's Regular Account is not made until after he
incurs a Break in Service, then the unvested portion of his
Account shall be forfeited as of the Anniversary Date of the
last Plan Year in such Break in Service and reallocated as
provided in Section 3.02 hereof.

(b)	If such Participant receives distribution of the
vested portion of his Regular Account (and his Employee
Contributions Account, if any) prior to incurring a Break in
Service, then that part of his Account in which he is not
vested at the date of such distribution shall be considered
a forfeiture as of the date of distribution and shall be
reallocated as provided in Section 3.02 hereof as of the
Anniversary Date of the Plan Year in which the distribution
occurs.  A Participant with no vested interest in his
Regular Account at his termination shall be deemed to have
received a distribution as of his date of termination.

(c)	The number of Years of Vesting Schedule Service of
a terminated Participant who incurs a Break in Service shall
not thereafter be increased for purposes of measuring his
vested interest in his Regular Account as it exists at the
end of such Break in Service.

(d)	If a Participant terminates his employment with a
Participating Employer before he is fully Vested in his
Regular Account, receives a distribution and he is later
rehired by a Participating Employer before he incurs five
One Year Breaks in Service, the Committee will instruct the
Trustee to create a Suspense Account for him (prior to any
allocations under Section 3.02) in an amount equal to the
forfeiture specified in 6.04(b) above.  Then, if he is not
fully vested in his Regular Account when he subsequently
terminates his employment with the Participating Employer,
the value of his Regular Account will be calculated
according to Sections 6.02 or 6.03, and the value of his
Vested Suspense Account will be calculated by multiplying
the balance of the Suspense Account by the ratio of:

(i)	the difference between the Vested percentage
under Sections 6.02 or 6.03 and the prior Vested
percentage.  The prior Vested percentage shall mean the
Vested percentage at the prior termination date; and

(ii)	the difference between 100% and the prior
Vested percentage.

(e)	Any amounts which must be restored to a rehired
Participant's Suspense Account pursuant to the foregoing
shall first come out of forfeitures and Employer
Contributions which would otherwise be applied pursuant to
subsection 3.02 for the Plan Year in which the restoration
is made, and only thereafter and to the extent necessary, by
a special Employer Contribution made solely for this
purpose.

VI.5	Resumption of Participation.

(a)	Except as otherwise provided in paragraph (b)
below, upon re-employment of any Participant a new Account
shall be created to which all allocations of contributions
and forfeitures after he is re-employed shall be made.  If a
Participant had any vested interest in his Regular Account
at his termination, all his Years of Vesting Service shall
be aggregated to determine the Participant's vested interest
in such new Regular Account.  If the Participant terminated
employment prior to being credited with any vested interest
and incurs a Break in Service, only his Years of Vesting
Service after his re-employment shall be used to determine
his vested interest in such new Regular Account.

(b)	If a Participant is re-employed before incurring a
Break in Service without having received distribution of the
vested portion of his Regular Account, then any subsequent
allocations of Employer Contributions and forfeitures may be
made to the same Account, and the Participant's vested
interest in such Account shall be determined under Sections
6.02 or 6.03 based upon his Years of Vesting Service both
before and after his re-employment.

                           CHAPTER VII

                        PAYMENT OF BENEFITS


VII.1	Commencement of Benefits.  Unless a Participant
elects in writing to further defer the starting date of any
benefit payable under the Plan and Trust, benefits must begin to
be paid within 60 days after the later of:

(a)	the last day of the Plan Year in which he attains
age 65;

(b)	the last day of the Plan Year in which he
terminates his employment with the Employer or an Affiliated
Employer.

Effective January 1, 2000, and notwithstanding any other
provisions of this Plan but subject to the special rules
pertaining to 5% owners and certain other Participants set forth
below, any benefit payable to a Participant shall commence no
later than the "Required Beginning Date" for a Participant under
Code Section 401(a)(9), as amended by the Small Business Job
Protection Act of 1996, which is the April 1st of the calendar
year following the later of (i) the calendar year in which the
Participant attains age 70 1/2, or (ii) the calendar year in
which the Participant retires or terminates service with the
Employer or an Affiliated Employer.

However, any benefit payable to (i) a Participant who is a
more than 5% owner of the "employer" as defined in Code Section
416 with respect to the Plan Year ending in the calendar year in
which such Participant attains age 70 1/2 shall commence no later
than the April 1st of the calendar year following the calendar
year in which such Participant attains age 70 1/2, even if he has
not separated from service as of such date.

Further, any Participant continuing in the service of the
Employer or an Affiliated Employer who attained age 70 1/2 after
December 31, 1996 but before January 1, 2000 shall have an option
to elect either to begin receiving benefits starting no later
than April 1st of the calendar year in which such Participant
attains age 70 1/2 or to defer the commencement thereof (and, if
applicable, to stop the current receipt of benefits) until
retirement or termination of service.

If a distribution is one to which Sections 401(a)(11) and
417 of the Internal Revenue Code do not apply, such distribution
may commence less than 30 days after the notice required under
Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:

(a)	the Plan Administrator clearly informs the
Participant that the Participant has a right to a period of
at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and

(b)	the Participant, after receiving the notice,
affirmatively elects a distribution.

VII.2	Form of Payment.  All distributions under this
Plan will be made in one, or a combination of, the following
forms, as selected by the Participant or his Beneficiary:

(a)	By payment in a series of substantially equal
installments not less frequently than annually;

(b)	By payment in a lump sum.

Distributions will be based on the Account values as of the
most recent Valuation Date.

VII.3	Incidental Death Benefits.  Regardless of any
statement to the contrary, the ability of any Participant or
Beneficiary to select the timing and method of a distribution
option will be limited by the following provisions:

(a)	If the Participant's entire interest is to be
distributed in other than a lump sum, then the amount to be
distributed each year must be at least an amount equal to
the quotient obtained by dividing the Participant's entire
interest by the life expectancy of the Participant or joint
and last survivor expectancy of the Participant and
designated Beneficiary.  Life expectancy and joint and last
survivor expectancy are computed by the use of the return
multiples contained in Section 1.72-9 of the Income Tax
Regulations.  For purposes of this computation, a
Participant's life expectancy may be recalculated no more
frequently than annually, however, the life expectancy of a
non-spouse Beneficiary may not be recalculated.  If the
Participant's spouse is not the designated Beneficiary, the
method of distribution selected must satisfy the minimum
death incidental benefit requirements of Regulation
Section 1.401(a)(9)-2.

(b)	If the Participant dies after distribution of his
or her interest has commenced, the remaining portion of such
interest will continue to be distributed at least as rapidly
as under the method of distribution being used prior to the
Participant's death.

(c)	If the Participant dies before distribution of his
or her interest commences, the Participant's entire interest
will be distributed no later than five years after the
Participant's death except to the extent that an election is
made to receive distributions in accordance with (1) or (2)
below:

(1)	If any portion of the Participant's interest
is payable to a designated Beneficiary, distributions
may be made in substantially equal installments over
the life or life expectancy of the designated
Beneficiary commencing no later than one year after the
Participant's death;

(2)	If the designated Beneficiary is the
Participant's surviving spouse, the date distributions
are required to begin in accordance with (1) above
shall not be earlier than the date on which the
Participant would have attained age 70+, and, if the
spouse dies before payments begin, subsequent
distributions shall be made as if the spouse had been
the Participant.

(d)	For purposes of 7.04(c) above, payments will be
calculated by use of the return multiples specified in
Section 1.72-9 of the regulations.  Life expectancy of a
surviving spouse may be recalculated annually, however, in
the case of any other designated Beneficiary, such life
expectancy will be calculated at the time payment first
commences without further recalculation.

VII.4	Transfers.  In addition to the other methods of
distribution described in this Chapter, the Committee may direct
the Trustee to make distribution of Account balances under this
Plan directly to the IRA of a Participant, if such Participant
files a written request to that effect with the Committee and
such distribution is permitted by law.  To the extent permitted
by applicable law, neither the Participating Employer, the
Committee, the Plan Administrator, nor the Trustee will incur any
liability under this Plan for Account distributions made in the
specified amount to a Participant's IRA in accordance with such
written request, regardless of any adverse tax consequences which
may be incurred by the Participant as a result of such
distribution.

The Plan will not accept the transfer into the Trust Fund of
IRA's or distributions to Participants from other qualified
retirement plans.

VII.5	Distribution of Small Amounts.  Notwithstanding
the other provisions of this Chapter VII, if the vested portion
of all of the Accounts of a Participant who terminates, retires,
or dies does not exceed $3,500 (or such other sum as may be
permitted from time to time by applicable governmental
regulations) as of the Valuation Date preceding the Participant's
termination, such vested interest shall be distributed in the
form of a single sum cash distribution as soon as practicable
following the Participant's termination.

VII.6	Direct Rollover.

(a)	This Section applies to distributions made on or
after January 1, 1993.  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.

(b)	Definitions

(i)	Eligible Rollover Distribution:  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:

1 	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;

2 	any distribution to the extent such
distribution is required under Section
401(a)(9) of the Code;

3 	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);

4 	returns of Section 401(k) elective
deferrals that are returned as a result of
the Section 415 limitations;

5 	corrective distributions of excess
contributions, excess deferrals, and excess
aggregate contributions, together with the
income allocable to these corrective
distributions;

6 	loans treated as distributions
under Section 72(p) and not excepted by
Section 72(p)(2);

7 	loans in default that are deemed
distributions;

8 	a distribution less than $200; and

9 	similar items designated by the IRS
in revenue rulings, notices, and other
guidance of general applicability.

(ii)	Eligible Retirement Plan:  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.  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.

(iii)	Distributee:  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
Employees' 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.

(iv)	Direct Rollover:  A Direct Rollover is a
payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.

                              CHAPTER VIII

                           TOP-HEAVY PROVISIONS


VIII.1	Provisions Will Control.  If the Plan is or
becomes Top-Heavy in any Plan Year beginning after December 31,
1983, the provisions of Chapter VIII will supersede any
conflicting provisions in the Plan.

VIII.2	Definitions.  For purposes of this Chapter VIII
the following definitions shall apply:

(a)	Employer: Means all Participating Employers and
all Affiliated Employers.

(b)	Key Employee:  Any Employee or former Employee
(and the Beneficiaries of such Employee) who at any time
during the Determination Period was:

(1)	an officer of the Employer having annual
compensation from the Employer greater than 50% of the
amount in effect under Section 415(b)(1)(A) for any
such Plan Year;

(2)	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 the dollar limitation under
Section 415(c)(1)(A) of the Code;

(3)	a 5% owner of the Employer; or

(4)	a 1% owner of the Employer who has an annual
compensation of more than $150,000.

The Determination Period is the Plan Year containing
the Determination Date and the 4 preceding Plan Years.  The
determination of who is a Key Employee will be made in
accordance with Section 416(i)(l) of the Code and the
regulations thereunder.

(c)	Top-Heavy Plan:  For any Plan Year beginning after
December 31, 1983, this Plan is Top-Heavy if any of the
following conditions exist:

(1)	If the Top-Heavy Ratio for this Plan exceeds
60% and this Plan is not part of any Required
Aggregation Group or Permissive Aggregation Group of
Plans.

(2)	If this Plan is a part of a Required
Aggregation Group of plans but not part of a Permissive
Aggregation Group and the Top-Heavy Ratio for the group
of plans exceeds 60%.

(3)	If this Plan is a part of Required
Aggregation Group and part of Permissive Aggregation
Group of plans and the Top-Heavy Ratio for the
Permissive Aggregation Group exceeds 60%.

(d)	Top-Heavy Ratio:

(1)	If the Employer maintains one or more defined
benefit plans and the Employer has not maintained any
defined contribution plans (including any Simplified
Employee Pension Plan) which during the 5-year period
ending on the Determination Date(s) has or has had
account balances, the Top-Heavy Ratio for this Plan
alone or for the Required or Permissive Aggregation
Group, as appropriate, is a fraction, the numerator of
which is the sum of the Present Value of accrued
benefits of all Key Employees as of the Determination
Date(s) (including any part of any accrued benefit
distribution in the 5-year period ending on the
Determination Date(s)), and the denominator of which is
the sum of all accrued benefits distributed in the
5-year period ending on the Determination Date(s)
determined in accordance with Section 416 of the Code
and the regulations thereunder.

(2)	If the Employer maintains one or more defined
benefit plans and the Employer maintains or has
maintained one or more defined contribution plans
(including any Simplified Employee Pension Plan) which
during the 5-year period ending on the Determination
Date(s) has or has had account balances, the Top-Heavy
Ratio for any Required or Permissive Aggregation Group,
as appropriate, is a fraction, the numerator of which
is the sum of account balances under the aggregate
defined contribution plan or plans for all Key
Employees and the Present Value of accrued benefits
under the aggregate defined benefit plan or plans for
all Key Employees, and the denominator of which is the
sum of the account balances under the aggregate defined
contribution plan or plans for all Participants and the
Present Value of accrued benefits under the aggregate
defined benefit plan or plans for all Participants as
determined in accordance with Section 416 of the Code
and the regulations thereunder.  The account balances
under a defined contribution plan and the Present Value
of accrued benefits under a defined benefit plan in
both the numerator and denominator of the Top-Heavy
Ratio are adjusted for any distribution made in the
5-year period ending on the Determination Date.

(3)	For purposes of (1) and (2) above, the value
of account balances and the Present Value of accrued
benefits will be determined as of the most recent
Valuation Date that falls within or ends with the
12-month period ending on the Determination Date except
as provided in Section 416 of the Code and the
regulations thereunder for the first and second plan
years of a defined benefit plan.  The account balances
and accrued benefits of a Participant who:

(i)	is not a Key Employee but who was a Key
Employee in a prior year; or

(ii)	has not received any compensation from
any employer maintaining the Plan at any time
during the 5-year period ending on the
Determination Date, will be disregarded.  The
calculation of the Top-Heavy Ratio, and the extent
to which distributions, rollovers, and transfers
are taken into account will be made in accordance
with Section 416 of the Code and the regulations
thereunder.  Deductible employee contributions
will not be taken into account for purposes of
computing the Top-Heavy Ratio.  When aggregating
plans the value of account balances and accrued
benefits will be calculated with reference to the
Determination Dates that fall within the same
calendar year.

(e)	Permissive Aggregation Group:  The Required
Aggregation Group of plans plus any other plan or plans of
the Employer which, when considered as a group with the
Required Aggregation Group, would continue to satisfy the
requirements of Sections 401(a)(4) and 410 of the Code.

(f)	Required Aggregation Group:

(1)	Each qualified plan of the Employer in which
at least one Key Employee participates, and

(2)	any other qualified plan of the Employer
which enables a plan described in (1) to meet the
requirements of Sections 401(a)(4) or 410 of the Code.

(g)	Determination Date:  For any Plan Year subsequent
to the first Plan Year, the last day of the preceding Plan
Year.  For the first Plan Year of the Plan, the last day of
that year.

(h)	Valuation Date:  December 31st of each Plan Year,
as of which account balances or accrued benefits are valued
for purposes of calculating the Top-Heavy Ratio.

(i)	Present Value:  Present Value shall be based only
on the interest and mortality rates specified in the defined
benefit plan.

VIII.3	Minimum Allocation.

(a)	Except as otherwise provided in (c) and (d) below,
the Employer Contributions and forfeitures allocated on
behalf of any Participant who is not a Key Employee shall
not be less than the lesser of three percent of such
Participant's Compensation or in the case where the Employer
has no defined benefit plan which designates this Plan to
satisfy Section 401 of the Code, the largest percentage of
Employer Contributions, as a percentage of the first
$200,000 of the Key Employee's Compensation, allocated on
behalf of any Key Employee for that year.  The minimum
allocation is determined without regard to any Social
Security contribution.  This minimum allocation shall be
made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an
allocation, or would have received a lesser allocation in
that year because of the Participant's failure to complete
1,000 Hours of Service (or any equivalent provided in the
Plan).

(b)	For purposes of computing the Minimum Allocation,
Compensation will mean Compensation as defined in Section
1.01(h).

(c)	The provisions in (a) above shall not apply to any
Participant who was not employed by the Employer on the last
day of the Plan Year.

(d)	The provisions in (a) above shall not apply to any
Participant to the extent that the Participant is covered
under any other plan or plans of the Employer and the
Employer has provided that the minimum allocation or benefit
requirement applicable to Top-Heavy plans will be met in the
other plan or plans.

VIII.4	Nonforfeitability of Minimum Allocation.  The
minimum allocation required (to the extent required to be
nonforfeitable under Section 416(b)) may not be forfeited due to
any suspension of benefits upon re-employment of retiree.

VIII.5	Minimum Vesting Schedules.  For any Plan Year in
which this Plan is Top-Heavy, the following vesting schedule will
automatically apply to the Plan:


        Years of Vesting Service       Vested Percentage

                  1                           0%
                  2                          20%
              	3 or more                    100%

The minimum vesting schedule applies to all benefits within
the meaning of Section 411(a)(7) of the Code, including benefits
accrued before the effective date of Section 416 and benefits
accrued before the Plan became Top-Heavy.  Further, no reduction
in vested benefits may occur in the event the Plan's status as
Top-Heavy changes for any Plan Year.  However, this Section does
not apply to the account balances of any Employee who does not
have an Hour of Service after the Plan has initially become
Top-Heavy and such Employee's account balances attributable to
Employer Contributions will be determined without regard to this
Section.  If the vesting schedule under the Plan shifts in or out
of the above schedule for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election in Section 11.01(c) of the Plan
applies.

VIII.6	Compensation Limitation.  For any Plan Year in
which the Plan is Top-Heavy, only the first $200,000 (or such
larger amount as may be prescribed by the Secretary or his
delegate) of a Participant's annual Compensation shall be taken
into account for purposes of determining Employer Contributions
under the Plan.

                            CHAPTER IX

                      ADJUSTMENT OF ACCOUNTS


IX.1	Allocation of Trust Earnings.  As of each Valuation
Date, the Committee will charge the Trustee to value the Trust at
its fair market value and any gains or losses will be allocated
to the Account of each Participant in proportion to the value of
each such Account as of the previous Valuation Date.  In making
such allocations, the Committee will adjust the beginning or
ending Account balances to reflect the amount and timing of any
Employee Contributions, withdrawals, and benefit payments under
uniform and nondiscriminatory rules established by the Committee.

IX.2	Allocation of Employer Contributions and Forfeitures.
As of each Anniversary Date, the Committee will allocate Employer
Contributions (and forfeitures, if any, which shall be used to
reduce Employer Contributions) for the Plan Year ending on that
Anniversary Date to the Regular Account of Participants.

                             CHAPTER X

                    DESIGNATION OF BENEFICIARY


X.1	Beneficiary Designation.  Each Participant may name, or
change the name of his Beneficiary(ies) who will receive any
death benefits payable to such Beneficiary(ies) under the Plan
and Trust.  If the Participant designates someone other than his
spouse as the primary Beneficiary, then the spouse must give
written consent (witnessed by a Plan representative or notary
public) to such designation.  To be effective, a Beneficiary
designation form (available from the Committee) must be on file
with the Committee on the Participant's date of death.

X.2	Priority If No Designated Beneficiary.  If there is no
Beneficiary designation form on file, or if the designated
Beneficiary(ies) predeceases the Participant, benefit payments
required under the Plan and Trust to be payable on death to the
Beneficiary(ies) will be distributed in the following order of
priority:

(a)	to the surviving spouse; or, if none

(b)	to the surviving issue (per stirpes and not per
capita); or, if none

(c)	to the surviving parents equally, or, if one is
deceased, to the survivor of them; or, if none

(d)	to the estate of the Participant.

                            CHAPTER XI

                        AMENDMENT OF THE PLAN


XI.1	Amendment by Employer.  The Employer may, by resolution
of the Board of Directors, amend this Plan at any time.  Any
amendment by the Employer will be subject to the following rules:

(a)	Without its written consent, no amendment may
increase the duties or liabilities of the Trustee.

(b)	Except as permitted by law, no amendment may
provide for the use of funds or assets under the Plan and
Trust other than for the exclusive benefit of Participants
or their Beneficiaries.  In addition, no amendment may allow
Trust Fund assets to revert to or be used or enjoyed by any
Participating Employer unless otherwise permitted by law.

(c)	If an amendment changes the vesting schedule of
the Plan, or if the Plan is amended in any way that directly
or indirectly affects the computation of a Participant's
nonforfeitable percentage, any Participant in the employ of
the Participating Employer or an Affiliated Employer on the
date such amendment is adopted (or the date it is effective,
if later) who has completed at least three years of service
at the end of the election period specified below, may make
an irrevocable election to remain under the vesting schedule
of the Plan as in existence immediately prior to said
amendment.  If such Participant does not make this election
during the election period starting on the date such
amendment is adopted, and ending 60 days following the
latest of the following dates, he will be subject to the new
vesting schedule provided by said amendment:

(1)	the date the amendment is adopted;

(2)	the date the amendment is effective; or

(3)	the date written notice of the amendment is
given to the Participant.

However, the failure to make an election described
above will not result in the forfeiture of any benefits
which are already Vested.

(d)	No amendment may reduce the Vested percentage of a
Participant.

(e)	No amendment may reduce the Account balance of a
Participant.

XI.2	Conformance to Law.  Regardless of the provisions of
Section 11.01, the Employer has the right to make whatever
amendments are necessary to this Plan or the Trust to bring it
into conformity with applicable law.

XI.3	Right to Terminate.  The Board of Directors of the
Employer may, by resolution, terminate the Trust and/or this Plan
at any time.  However, if the Plan is terminated (either wholly
or partially), or if there is a complete discontinuance of
Employer Contributions to the Trust, each Participant who is an
Employee on the effective date of such total Plan termination or
complete discontinuance of contributions (or, if a partial
termination, whose severance causes or is a result of such
partial termination) will then become 100% Vested in his
Accounts.  In the event that the Plan is terminated or
contributions are discontinued as provided above, all
distributions will be made in accordance with the provisions of
Chapter VII and, except as provided in Section 7.05, remaining
Accounts will continue to share in the experience of the Trust
Fund on each Valuation Date as provided in Section 9.01.

XI.4	Merger, Consolidation, or Transfer.  If the Plan and
Trust are merged or consolidated with, or the assets or
liabilities are transferred to, any other plan and trust, the
benefits payable to each Participant immediately after such
action (if the Plan was then terminated) will be equal to or
greater than the benefits to which he would have been entitled if
the Plan had terminated immediately before such action.

                          CHAPTER XII

                        CLAIMS PROCEDURE


XII.1	Written Claim.  A Participant or Beneficiary(ies)
may make a claim for Plan benefits by filing a written request
with the Committee, on a form provided by the Committee.

XII.2	Claim Denial.  If a claim is wholly or partially
denied, the Committee will furnish the Participant or
Beneficiary(ies) with written notice of the denial within 60 days
of the date the original claim was filed.  The notice of denial
will specify:

(a)	the reason for denial;

(b)	specific reference to pertinent Plan and Trust
provisions on which the denial is based;

(c)	a description of any additional information or
requirements needed to be eligible to obtain the denied
benefit and an explanation of why such information or
requirements are necessary; and

(d)	an explanation of the claim procedure.

XII.3	Request for Review of Denial.  The Participant or
Beneficiary(ies) will have 60 days from receipt of a denial
notice in which to make written application for review by the
Committee.  The Participant or Beneficiary may request that the
review be in the nature of a hearing.  The Participant or
Beneficiary(ies) will have the rights to representation, to
review pertinent documents, and to submit comments in writing.

XII.4	Decision on Review.  The Committee will issue a
decision on such review within 60 days after receipt of an
application for review.

The Plan Administrator shall have full and complete
discretionary authority to determine eligibility for benefits, to
construe the terms of the Plan and to decide any matter presented
through the claims review procedure.  Any final determination by
the Plan Administrator shall be binding on all parties.  If
challenged in court, such determination shall not be subject to
de novo review and shall not be overturned unless proven to be
arbitrary and capricious upon the evidence considered by the Plan
Administrator at the time of such determination.

XII.5	Additional Time.  The Committee may take
additional time, as provided by government regulations, under
this Chapter XII, if such time is needed to gather data, perform
calculations or reach decisions in the processing of a claim.
The Participant or Beneficiary(ies) will be informed by the
Committee, in writing, of the need for such additional time prior
to the date such extension begins.

                             CHAPTER XIII

                        MISCELLANEOUS PROVISIONS


XIII.1	Reversion of Assets.  This Plan and Trust are for
the exclusive benefit of the Employees of the Participating
Employers and none of the assets may be used for any other
purpose.  Notwithstanding the above, there may be a reversion of
assets to the Employer (or the Employee) in the event one of the
following occurs:

(a)	If, in the course of administering the Plan and
Trust, errors in accounting arise due to factual errors in
information supplied by any Participating Employer, the
Committee, the Plan Administrator or the Trustee, equitable
adjustments may be made to correct these errors.  Excess
contributions arising from such adjustments may be returned
to the Participating Employer (or Employee, if such
contributions are attributable to Employee contributions)
within one year after such contributions were made.

(b)	All Employer Contributions made to the Plan are
conditioned on deductibility.  For any year(s) that all or a
part of the deduction for Employer Contributions to the Plan
is disallowed by the Secretary of the Treasury, the amount
of the contributions so disallowed must be returned to the
Participating Employer within one year after such
disallowance.

(c)	The Plan is terminated as provided for in Chapter
XI.

XIII.2	Equitable Adjustment.  The Committee may make
equitable adjustments, which may be retroactive, to correct for
mathematical, accounting, or factual errors made in good faith.
Such adjustments will be final and binding upon all Participants
and other parties in interest.

XIII.3	Reasonable Compensation.  If for any Plan Year,
the Internal Revenue Service determines that the total
compensation of a Participant exceeds the amount which can be
considered "reasonable" for purposes of the federal income tax
return of the Participating Employer, then the Committee will
readjust the Account of such Participant to reflect only the
"reasonable" compensation of said Participant.

XIII.4	Indemnification.  To the extent permitted by law,
the Employer will indemnify each member of the Committee and any
others to whom the Employer has delegated fiduciary duties
(except corporate trustees, insurers, or "investment managers"
(as defined in ERISA)) against any and all claims, losses,
damages, expenses and liabilities arising from their
responsibilities in connection with the Plan, unless the same are
determined to be due to gross negligence or willful misconduct.

XIII.5	Protection from Loss.  Neither the Trustee, the
Plan Administrator, the Committee nor the Employer guarantee the
Trust Fund in any way from loss or depreciation.  To the extent
permitted by applicable law, the liability of any of these
persons, groups of persons, or entities to make any payment under
the Plan and Trust is limited to the available assets of the
Trust Fund.

XIII.6	Protection from Liability.  To the maximum extent
allowed by law, the Plan Administrator and all Participating
Employers, and their agents, designees and employees, shall be
free from all liability, joint or several, for their acts,
omissions, and conduct, except in the case of their own willful
misconduct, gross negligence or bad faith.  Specifically and
without limitation other than as follows, nothing in the first
sentence of this Section or elsewhere in the Plan and Trust shall
be construed to relieve any Fiduciary from responsibility or
liability for any responsibility, obligation or duty under Part 4
of Title 1 of ERISA (except as provided in Sections 405(b)(1) and
405(d) of ERISA).

XIII.7	Adoption of Rules and Procedures.  Any group of
people acting in a specified capacity under the Plan and Trust
(such as the Named Fiduciary, Trustee, Committee, Plan
Administrator, "investment manager" (as defined by ERISA) if any,
and so on) may create and abide by whatever rules and procedures
they desire, so long as these rules and procedures are not
inconsistent with the Plan, the Trust and applicable law.  If
these rules specifically limit the duties and responsibilities of
the members of any of these groups, then to the extent permitted
by applicable law, the liability to each member under the Plan
and Trust will be limited to his specific duties.

XIII.8	Assignment of Benefits.  A Participant's interest
in this Plan may not be assigned or alienated, either voluntarily
or involuntarily.  This shall not preclude the Trustee from
complying with: (i) a qualified domestic relations order (as
defined in Section 414(p) of the Code) made pursuant to a
domestic relations law requiring deduction from the benefits of a
Participant for alimony, child support, or marital property
payments, or (ii) on or after August 5, 1997 and pursuant to Code
Section 401(a)(13)(c), any court order, judgment, decree, or
settlement agreement requiring that a Participant's benefits be
reduced where the Participant has committed a breach of fiduciary
duty to the Plan or committed a criminal act against the Plan.

Notwithstanding any restrictions on the timing of
distributions and withdrawals under this Plan, distribution shall
be made to an alternate payee in accordance with the terms of an
order described in the preceding paragraph, or as determined by
the Plan Administrator and alternate payee if provided in the
order, even if such distribution is made prior to the
Participant's attainment of the earliest retirement age (as
defined in Code Section 414(p)(4)).

XIII.9	Mental Competency.  Every person receiving or
claiming benefits under the Plan and Trust will be presumed to be
mentally competent until the date on which the Committee receives
a written notice (in a form and manner acceptable to it) that
such person is incompetent, and that a guardian, conservator or
other person legally vested with his care or the care of his
estate has been appointed.  If the Committee receives acceptable
notice that a person to whom a benefit is payable under this Plan
and Trust is unable to care for his affairs because of
incompetency, any payment due (unless a prior claim for it has
been made by duly appointed legal representative) may be paid to
the spouse, a child, a parent, a brother or a sister or to any
person determined by the Committee to have incurred expenses for
such person.  Any such payment will be a complete discharge of
the obligation of the Participating Employer, Committee, Plan
Administrator and Trustee to provide benefits under the Plan and
Trust.

In the event that the Plan benefits of a person receiving or
claiming them are garnished or attached by order of any court,
the Committee may bring an action for a declaratory judgment in a
court of competent jurisdiction to determine the proper recipient
of the benefits to be paid under the Plan.  While this action is
pending, any benefits that become payable under this Plan will be
paid into the court as they become payable.  The court will then
make the benefit distributions to the recipient it deems proper
at the close of said action.

XIII.10	Authentication.  The Participating Employer,
Committee, Plan Administrator and Trustee will be fully protected
in acting and relying upon such certificate, affidavit, document
or other information which that person requesting such
information may consider pertinent, reliable and genuine.

Any notice required to be made under the Plan and Trust may
be waived, in writing, to the person entitled thereto.  In
addition, the time period specified in this Plan for filing any
such notice may be modified or waived, in writing, by the person
entitled thereto.

XIII.11	Not an Employment Contract.  This Plan and Trust
will not be construed as creating or modifying any contract of
employment between any Participating Employer and the Employee.

XIII.12	Appointment of Auditor.  The Employer shall have
the right to appoint an independent auditor to audit the books,
records, and accounts of the Trustee as they relate to the Plan
and Trust.

XIII.13	Uniform Treatment.  All interpretations made in
connection with this Plan and Trust are intended to be exercised
in a nondiscriminatory manner so that all Employees in similar
circumstances are treated alike.

XIII.14	Interpretation.  The provisions of the Plan and
Trust are to be construed as a whole and not construed separately
without relation to the context of the entire agreement.

XIII.15	Plural and Gender.  When appropriate, the singular
nouns in this Plan and Trust may include the plural, and vice
versa.  Also, wherever the male gender is used in the Plan and
Trust, the female gender may be included, and vice versa.

XIII.16	Headings.  Headings at the beginnings of any
Chapter, Section, or subsection are for convenience only and are
not to influence the construction of this Plan and Trust.

XIII.17	Expenses.  The Participating Employers may pay the
expenses of administering the Plan, if desired.  However, if they
do not pay these expenses directly, then, to the extent permitted
by law, the payments will be made from the Trust Fund.

XIII.18	Unclaimed Accounts.  Any Account which is payable
without Participant consent in accordance with Article VII, but
which cannot be paid due to an inability to locate the applicable
Participant or Beneficiary, shall be forfeited and reallocated in
accordance with Section 4.03.  Prior to any forfeiture, the Plan
Administrator shall make reasonable attempts to locate the person
entitled to any distribution.  Any Account forfeited pursuant to
this Section 13.18 shall be restored and paid to the applicable
Participant or Beneficiary upon the making of a valid claim by
such person in accordance with Plan Section 9.05.  The amount to
be restored shall equal the vested amount in the Account as of
the Valuation Date coincident with or immediately preceding the
forfeiture under Section 4.03, then from the Participating
Employers' discretionary contribution for a Plan Year, and
finally, if necessary from a special one-time Employer
Contribution made solely for this purpose.

XIII.19	Special Provisions Respecting Military Service.
Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with
Section 414(u) of the Code, effective for individuals whose
reemployment occurs after December 11, 1994.

XIII.20	Participation of Affiliated Employers.  The
administrative powers and control of the Employer, as provided in
this Plan and the Trust agreement, as well as the sole and
exclusive right of amendment and termination (as covered in
Chapter XI), and of appointment and removal of the Plan
Administrator, the Trustee, and their successors, shall remain
solely with OshKosh B'Gosh, Inc. and shall not be diminished in
any way by reason of the participation of any Affiliated Employer
in the Plan and the Trust agreement.

                           CHAPTER XIV

          EMPLOYER STOCK SAVINGS ACCOUNTS AND INVESTMENTS


XIV.1	Stock Savings Accounts.  The Employer Contribution
and forfeitures, if any, for the Plan Year ending December 31,
1990, and for each subsequent Plan Year shall be allocated to
Participants' Regular Accounts as provided in Article III.  Any
amounts accumulated in a Participant's Stock Savings Account
(pursuant to Employer Contributions and forfeitures, if any,
allocated on or after December 31, 1984 but before January 1,
1990) will continue to be held in such Account.  Any income,
loss, appreciation, and/or depreciation attributable to amounts
held in Stock Savings Accounts will be allocated only to such
Stock Savings Accounts.

XIV.2	Employer Stock Defined.  For purposes of this
Article XIV, the term "Employer Stock" means any common stock of
OshKosh B'Gosh, Inc.  The Trustee, or any investment manager or
any Special Investment Committee appointed by the Employer under
Section 2.05 or Section 2.06 of the Trust, may invest up to 100%
of the fair market value of the Trust Fund in Employer Stock
("qualifying employer securities" of the Company, as that term is
defined by ERISA).

XIV.3	Distributions from Stock Savings Accounts.  To the
extent Employer Stock is held in Participants' Stock Savings
Accounts, a terminating Participant shall be entitled to request,
in writing on a form acceptable to the Plan Administrator, that
the full value of his Stock Savings Account (or any portion
thereof) that becomes distributable under Article VII be
distributed in full shares of Employer Stock (any partial share
will be paid in cash).

XIV.4	Employer Stock Valuation.  For purposes of any
distribution under the Plan, valuation of the Stock Savings
Account shall be made as of the Valuation Date coincident with or
immediately preceding the date of distribution.  Valuation of any
Employer Stock distributed pursuant to an election under Section
14.03 shall be based on the closing price reported by NASDAQ on
the last day immediately preceding the date of distribution
during which a sale of the Employer Stock was completed.

IN WITNESS WHEREOF, this Plan is executed by the Employer,
acting through its duly authorized officers, on this _____ day of
_______________, 2000.

                                      						By:

                                      						Attest: