Exhibit 10.3





OSHKOSH B'GOSH, INC.
EXECUTIVE NON-QUALIFIED PROFIT SHARING PLAN

(As Amended and Restated as of January 1, 2002,
with Amendment effective as of January 1, 2003)



1. the Company hereby amends and restates the Non-Qualified Plan effective as of January 1, 2002, as follows:

1. Objectives
2. Bookkeeping Accounts
3. For each Plan Year from and after January 1, 1989, for which a Participant would have received an allocation of Company contribution or forfeiture or both under the terms of the Profit Sharing Plan if such Participant had not been excluded therefrom and for each Plan Year from and after January 1, 1999 for which a Participant would have qualified for an allocation of Company contribution or forfeiture under the terms of the Profit Sharing Plan but for the $100,000 Participant Compensation Ceiling (the "Prevented Allocations"), such Participant's Account shall be credited with a dollar amount equal to such Prevented Allocations.
4. For each Plan Year from and after January 1, 1989, for which a Participant's Account has been credited with Prevented Allocations such Account shall also be adjusted to reflect the additions or subtractions that would have resulted from actual investment experience under the Profit Sharing Plan had the Prevented Allocations been made under that Plan (the "Prevented Investment Adjustments").
5. With respect to a Participant who has served in the employ of the Company and of a Participating Employer, separate bookkeeping Accounts will be maintained by each employer to reflect the bookkeeping accruals attributable to the service of the Participant with each employer.  Benefits accrued by a Participant while in the employ of the Company will be the sole obligation of the Company, and benefits accrued by such Participant while in the employ of a Participating Employer will be the sole obligation of the Participating Employer.  Neither employer shall have any liability for the portion of benefits accrued by the Participant while in the employ of the other employer.
6. Vesting
7. Participating Employer
8. Incorporation by Reference of Profit Sharing Plan
9. Prevented Allocations and Prevented Investment Adjustments shall be determined and credited or debited to Accounts hereunder, as the case may be, at the same time and in like amount as if the Account were held under the Profit Sharing Plan.
10. The Company or Participating Employer shall commence payments of the vested Account balances under this Non-Qualified Plan on or about March 15th of the year following the year in which the Participant's service terminates, in accordance with (c) below.
11. Account balances under the Non-Qualified Plan shall be paid to the Participant (or Beneficiary, as the case may be), in one of the following methods:
12. In annual installments, to commence on or about March 15th of the year following the year of termination of service with the Company and all Affiliated Employers, with one-tenth of the balance in the Account becoming then payable and with the remaining installments being paid on each anniversary thereof according to the following schedule:



|Anniversary of First Payment Date | Portion of Participant's Account to Be Paid
|--------------------------------- | -------------------------------------------
|1st                               | 1/9                                        
|2nd                               | 1/8                                        
|3rd                               | 1/7                                        
|4th                               | 1/6                                        
|5th                               | 1/5                                        
|6th                               | 1/4                                        
|7th                               | 1/3                                        
|8th                               | 1/2                                        
|9th                               | Remainder                                  

EXHIBIT A

The following is a listing of employees currently (as of 1/1/02) participating in the Oshkosh B'Gosh, Inc. Executive Non-Qualified Profit Sharing Plan:

(LIST)