EXHIBIT 10.2

                         OSHKOSH B'GOSH, INC.
                             PENSION PLAN

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

                        OSHKOSH B'GOSH, INC.
                            PENSION PLAN

                        TABLE OF CONTENTS

Chapter	                                                             Page

INTRODUCTION	                                                          v

I  DEFINITIONS                                                        	1

II  ELIGIBILITY AND PARTICIPATION                                    	11
     2.01	Eligibility                                                	11
     2.02	Re-Employment	                                              11
     2.03	Exclusion of Collective Bargaining Employees	               11
     2.04	Change in Participant Status	                               11
     2.05	Employees Not in Eligible Class	                            11

III  CONTRIBUTIONS	                                                   12
     3.01	Employer Contributions	                                     12
     3.02	Funding Policy	                                             12
     3.03	Employee Contributions	                                     12

IV  RETIREMENT BENEFITS	                                              13
     4.01	Normal Retirement Benefit	                                  13
     4.02	Early Retirement	                                           14
     4.03	Late Retirement	                                            14
     4.04	Non-Duplication of Benefit	                                 15
     4.05	Re-Employment	                                              15

V  BENEFIT LIMITATIONS	                                               16
     5.01	Definitions	                                                16
     5.02	General Limitations	                                        17
     5.03	Less Than 10 Years	                                         18
     5.04	Limitations if Participant in Other Plan(s)	                18

VI  PRE-RETIREMENT DEATH BENEFITS	                                    20
     6.01	Death Benefits	                                             20
     6.02	Death Benefit Limitations	                                  20
     6.03	Pre-Retirement Death Benefit for Surviving Spouse;
          Post-Retirement Death Benefits	                             20

VII  OTHER TERMINATION AND VESTING	                                   21
     7.01	Full Vesting Dates	                                         21
     7.02	Vesting Schedule	                                           21
     7.03	Commencement of Benefits	                                   21
     7.04	Forfeiture	                                                 21
     7.05	Resumption of Participation	                                21

VIII  PAYMENT OF BENEFITS	                                            22
     8.01	Commencement of Benefits	                                   22
     8.02	Automatic Joint and Survivor Benefits	                      23
     8.03	Optional Forms of Payment	                                  24
     8.04	Incidental Death Benefits	                                  24
     8.05	Transfers	                                                  25
     8.06	No Other Benefits	                                          26
     8.07	Direct Rollover	                                            26

IX  DESIGNATION OF BENEFICIARY	                                       28
     9.01	Beneficiary Designation; Election of Non-Spouse
          Beneficiary	                                                28
     9.02	Priority If No Designated Beneficiary	                      29

X  TOP-HEAVY PROVISIONS	                                              30
     10.01	Provisions Will Control	                                   30
     10.02	Definitions	                                               30
     10.03	Minimum Accrued Benefit	                                   32
     10.04	Adjustment for Benefit Form Other Than Life Annuity	       33
     10.05	Nonforfeitability of Minimum Accrued Benefit	              33
     10.06	Minimum Vesting Schedules	                                 33
     10.07	Compensation Limitation	                                   34

XI  AMENDMENT OF THE PLAN	                                            35
     11.01	Amendment by Employer	                                     35
     11.02	Conformance to Law	                                        35
     11.03	Merger, Consolidation, or Transfer	                        36

XII  TERMINATION OF THE PLAN	                                         37
     12.01	Right to Terminate	                                        37
     12.02	Termination Priorities	                                    37
     12.03	Reversion to Employer	                                     38
     12.04	Subsequent Benefit Payments	                               38

XIII  CLAIMS PROCEDURE	                                               39
     13.01	Written Claim	                                             39
     13.02	Claim Denial	                                              39
     13.03	Request for Review of Denial	                              39
     13.04	Decision on Review	                                        39
XIV  CONTRIBUTION AND BENEFIT LIMITS TO HIGH PAID EMPLOYEES	          40
     14.01	When Applicable	                                           40
     14.02	Limitations	                                               40
     14.03	Limitations if Plan Amended	                               40
     14.04	Alternate Limitations	                                     41

XV  MISCELLANEOUS PROVISIONS	                                         42
     15.01	Reversion of Assets	                                       42
     15.02	Equitable Adjustment	                                      42
     15.03	Reasonable Compensation	                                   42
     15.04	Indemnification	                                           42
     15.05	Protection From Loss	                                      42
     15.06	Protection From Liability	                                 43
     15.07	Adoption of Rules and Procedures	                          43
     15.08	Assignment of Benefits	                                    43
     15.09	Mental Competency	                                         43
     15.10	Authentication	                                            44
     15.10 Authentication	                                            44
     15.11	Not an Employment Contract	                                44
     15.12 Appointment of Auditor	                                    44
     15.13	Uniform Treatment	                                         44
     15.14	Interpretation	                                            44
     15.15	Plural and Gender	                                         44
     15.16	Headings	                                                  44
     15.17	Expenses	                                                  44
     15.18	Prevention of Escheat	                                     45
     15.19	Special Provisions Respecting Military Service	            45
     15.20	Participation of Affiliated Employers	                     45


                             	INTRODUCTION

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 either 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
this Plan when capitalized:

(a)	Accrued Benefit means a Participant's Normal
Retirement Benefit earned under the Plan payable at a
Participant's Normal Retirement Date based on his Years of
Benefit Service and monthly Compensation up to the date for
which the Accrued Benefit is being determined.

Unless otherwise provided under the Plan, each Section
401(a)(17) employee's Accrued Benefit under this Plan will
be the greater of the Accrued Benefit determined for the
employee under (1) or (2) below:

(1)	the employee's Accrued Benefit determined
with respect to the benefit formula applicable for the
Plan Year beginning on or after January 1, 1994, as
applied to the employee's total years of service taken
into account under the Plan for the purposes of benefit
accruals, or

(2)	the sum of:

a.	the employee's Accrued Benefit as of the
last day of the last Plan Year beginning before
January 1, 1994, frozen in accordance with Section
1.401(a)(4)-13 of the regulations, and

b.	the employee's Accrued Benefit
determined under the benefit formula applicable
for the Plan Year beginning on or after January 1,
1994, as applied to the employee's years of
service credited to the employee for the Plan
Years beginning on or after January 1, 1994, for
purposes of benefit accruals.

A Section 401(a)(17) employee means an employee
whose current Accrued Benefit as of a date on or after
the first day of the first Plan Year beginning on or
after January 1, 1994, is based on Compensation for a
year beginning prior to the first day of the first Plan
Year beginning on or after January 1, 1994, that
exceeded $150,000.

(b)	Actuary is any person or firm selected by the
Employer (as provided by applicable law) to make
calculations required by law or otherwise desired to be made
under the Plan.  The Actuary is also responsible for
calculating the Actuarial Equivalents required by the Plan
in accordance with generally accepted actuarial principles.
 An Actuary may be removed by the Employer or resign at any
time by written notice.

(c)	Actuarial Equivalent.  Two benefits are said to be
Actuarial Equivalents if they have the same present value as
determined by the Actuary in accordance with generally
accepted actuarial principles applied in a uniform and
nondiscriminatory manner.  The actuarial assumptions to be
used in determining Actuarial Equivalents are as follows:

(1)	For purposes of the small amount cash-out
provision of Section 8.01 (relating to amounts not in
excess of $3,500) and for purposes of any lump sum
payment which may become due because of the
pre-retirement death of the Participant, the actuarial
assumptions to be used shall be the `applicable
mortality table" and the "applicable interest rate."
The term "applicable mortality table" means the table
prescribed by the IRS from time to time under Section
417(e)(3) of the Code.  The term "applicable interest
rate" means the annual rate of interest on 30-year
Treasury securities as published by the IRS for the
second full calendar month preceding the calendar month
that contains the annuity starting date (distribution
date).  However, at any time on or after July 1, 1998,
the single sum distribution payable under such small
account cash-out provision or because of the
pre-retirement death of the Participant must be no less
than the single sum distribution calculated using the
Unisex Pension 1984 Mortality Table and an interest
rate of 5.5%, based upon the Participant's Accrued
Benefit under the Plan through June 30, 1997 and based
upon the Participant's age on the annuity starting date
(distribution date) or the date of death.

(2)	For purposes of any lump sum payment under
the provisions of Section 8.03(d), excluding only any
lump sum payment which may become due because of the
pre-retirement death of the Participant, the actuarial
assumptions to be used shall be the `applicable
mortality table" and the "applicable interest rate," as
such terms are defined in subsection (1) above.

(3)	For purposes of optional forms of payment, in
circumstances other than those covered by the special
rules set forth in paragraphs (1) and (2) above, the
actuarial assumptions to be used are the Unisex Pension
1984 Mortality Table and 5.5% interest; provided,
however, that in no event may the interest rate exceed
the PBGC rates in effect at the date of distribution.

(4)	For purposes of the benefit increase covered
in Plan Section 4.03, the actuarial assumptions to be
used are the Unisex Pension 1984 Mortality Table and
5.5% interest; provided, however, that in no event may
the interest rate exceed the PBGC rates in effect at
the date of distribution.

(d)	Affiliated Employer.  Affiliated Employer means
each corporation which is included as a member of a
controlled group with the Employer, and trades and
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.  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 Section 414(o).

(e)	Annuity Starting Date means the first day of the
first period for which an amount is payable as an annuity or
in any other form, all as provided in Section 417(f) of the
Code and regulations thereunder.

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

(g)	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 15.19 hereof.

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

(i)	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 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 Employer's 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.

(j)	Compensation is the quotient of 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 noncash, 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, divided by 12 (or the
number of actual completed calendar months for purposes of
the first or last Plan Years of employment).

For Employees who are salespersons receiving any
commissions during the Plan Year, no more than $50,000 of
Compensation while so employed (as adjusted under Code
Section 414(q)(1)(C); $54,480 in 1989, $56,990 in 1990,
$60,535 in 1991, $62,345 in 1992, $64,245 in 1993, and
$66,000 in 1994) will be used for purposes of determining
benefits under the Plan.  This restriction shall not apply
to District or Regional Sales Managers.

Notwithstanding any provision of the Plan to the
contrary, prior to January 1, 1989, "Compensation" will be
determined under the terms of the Plan then in effect;
provided, however, that with respect to any Employee with an
Hour of Service after December 31, 1988, a special rule will
apply.  For any given Plan Year commencing on or after
January 1, 1989, if such Employee is not a "Highly
Compensated Employee" (within the meaning of Code Section
414(q)) during such Plan Year, then the five year average
monthly Compensation will be determined without regard to
(i) the adjusted $50,000 limit provided above, and (ii) the
Compensation limitations that were applicable to
salespersons under the terms of the Plan as in effect prior
to January 1, 1989, for each prior Plan Year during which
the Employee was not a Highly Compensated Employee.

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 to the OBRA `93 annual
compensation limit in effect for that prior determination
period.  For this purpose, for determination periods
beginning before the first day of the first Plan Year
beginning on or after January 1, 1994, the OBRA `93 annual
compensation limit is $150,000.

(k)	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 Break in Service.

(l)	Disability is any impairment which arises before a
Participant's termination of employment with the Employer or
an Affiliated Employer 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.
Determination of such Disability will be made by a physician
selected by the Committee.

(m)	Early Retirement occurs on the first day of any
month coinciding with or next following the Early Retirement
Date of a Participant in which he incurs a Termination of
Employment, provided he has not then attained his Normal
Retirement Date.

(n)	Early Retirement Date is the date on which the
Participant has attained the age of 60 and completed 5 years
of Vesting Service.

(o)	Effective Date of the Plan is January 1, 1947.
The Effective Date of this amendment and restatement is
January 1, 1998, unless otherwise provided herein.

(p)	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
in each case is not excluded by the provisions of Section
2.03 hereof relating to collective bargaining employees.
"Leased employees" as defined in Code Section 414(n) shall
not be eligible to participate in the Plan although it is
recognized that such leased employees, if any, must be
treated as employees of the Employer or an Affiliated
Employer for purposes of certain nondiscrimination,
coverage, and other rules under the Code.  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.

It is recognized that the definition of an eligible
"Employee" was significantly expanded as to certain classes
of Employees (the "Newly Included Group") by amendment to
this Plan effective as of January 1, 1989.  Notwithstanding
any other provisions of this Plan, individuals in the Newly
Included Group shall have all past periods of service with
the Employer counted as Years of Eligibility and Vesting
Service for purposes of this Plan.  Such past service shall
also be counted as Years of Benefit Service for purposes of
this Plan, except for Years covered under another private
defined benefit pension plan sponsored by the Employer.

(q)	Employer is OshKosh B'Gosh, Inc. and any successor
corporation 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.

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

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

(1)	Each hour for which an Employee is 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 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 (i) by reason of her
pregnancy, (ii) by reason of the birth of a child of the
employee, (iii) by reason of the placement of a child in
connection with the adoption of the child by the Employee or
(iv) 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 workday during the leave.
 Provided, however, the total number of Hours of Service
required by this paragraph to be treated as completed for
any period shall not exceed 501.  The Hours of Service to be
credited under this Section 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.

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 January 1, 1984 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.

Hours of Service attributable to employment with the
Employer and any Affiliated Employer shall be counted for
all purposes of this Plan, except for the determination of
Years of Benefit Service under Section 1.01(ii), which
credits only Hours of Service accrued while an Employee in
the service of a Participating Employer.

(t)	Joint and Survivor Annuity is an annuity for the
life of the Participant, with a survivor annuity for the
life of a Participant's spouse which is 50% of the amount of
the annuity payable for the life of the Participant and
which is the Actuarial Equivalent of the Normal Form of
Benefit.

(u)	Non-Vested or Forfeited means that portion of a
benefit to which a Participant would not be entitled under
Section 7.02 if he incurred a Termination of Employment.

(v)	Normal Form of Benefit is a benefit payable
monthly for the life of a Participant with no benefits
payable to a Beneficiary upon the Participant's death.

(w)	Normal Retirement Date is the first of the month
coinciding with or next following the Participant's
attainment of age 65.  A Participant will be fully Vested at
age 65.

(x)	Normal Retirement Benefit is the monthly benefit
described in Section 4.01 payable beginning the first of the
month following the Normal Retirement Date.

(y)	Participant is an Employee who has met the
eligibility requirements of Chapter II.

(z)	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.

(aa)	Plan means the OshKosh B'Gosh, Inc. Pension Plan
as it may be amended from time to time.

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

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

(dd)	Termination of Employment of an Employee for
purposes of the Plan shall be deemed to occur upon his
resignation, discharge, retirement, death, disability,
failure to return to active work at the end of an authorized
leave of absence, or the authorized extension or extensions
thereof, failure to return to work when duly called
following a temporary layoff, failure to return from
military service within the time prescribed by any law
protecting employment rights, or upon the happening of any
other event or circumstance, which, under the policy of the
Employer or an Affiliated Employer, as in effect from time
to time, results in the termination of the employer/employee
relationship.

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

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

(gg)	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.

(hh)	Vested is that portion of an Accrued Benefit to
which a Participant has a nonforfeitable right.

(ii) Year of Benefit Service for an Employee means a
Plan Year during which he completes at least 1,000
Hours of Service in the employ of a Participating
Employer.  In the event that a Participant is not
employed for the entire Plan Year, a partial Year
of Benefit Service will be earned as follows:


       Number of Hours of Service
           During a Plan Year             Year of Benefit Service

             1,000 or more                        1.0
        900 but less than 1,000                    .9
         800 but less than 900                     .8
         700 but less than 800                     .7
         600 but less than 700                     .6
         500 but less than 600                     .5
         400 but less than 500                     .4
         300 but less than 400                     .3
         200 but less than 300                     .2
         100 but less than 200                     .1
             less than 100                          0

Years of Benefit Service prior to January 1, 1984 will
be determined according to the provisions of the Plan in
effect prior to January 1, 1984.

Effective January 1, 1991, Employees at the Employer's
McEwen facility who become Participants under Section 2.01
may earn a Year of Benefit Service or a partial Year of
Benefit Service under the above definition.

(jj)	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 compete 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.

(kk)	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 will become a Participant in
the Plan the first of the month coincident with or next
following:

(a)	his attainment of at least age 21; and

(b)	his completion of one Year of Eligibility Service.

Effective May 21, 1991, this Plan is merged with the OshKosh
B'Gosh, Inc. McEwen Hourly Employees' Pension Plan (the "McEwen
Plan").  Employees participating in the McEwen Plan on May 20,
1991, will become Participants in this Plan on May 21, 1991.
Otherwise, Employees at the McEwen facility will become
Participants in this Plan as provided in this Section 2.01.

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 Employees
under this Plan.

II.4	Change in Participant Status.  In the event a
Participant is no longer a member of the eligible class of
Employees and becomes ineligible to participate, such employee
will participate immediately upon returning to the 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
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


III.1	Employer Contributions.  Upon advice from the
Actuary, the Participating Employers will contribute from time to
time amounts sufficient to fund the benefits under the Plan and
Trust.  Such contributions will be paid over to the Trustees of
the Trust Fund.  To the extent any contributions are not
deductible under Code Section 404, such contributions shall be
returned to the Participating Employers.

III.2	Funding Policy.  In order to implement and carry
out the provisions of the Plan and 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.

III.3	Employee Contributions.  Employee contributions
are not permitted under this Plan.

                         CHAPTER IV

                    RETIREMENT BENEFITS


IV.1	Normal Retirement Benefit.

(a)	A Participant who retires from a Participating
Employer on his Normal Retirement Date is entitled to a
monthly Normal Retirement Benefit, payable in the Normal
Form of Benefit, in an amount equal to the sum of 1% of the
Participant's five-year average monthly compensation (the
average of any five consecutive Plan Years or if the actual
number of such Years is less than five, the average based on
the number of completed months, which produce the highest
average) multiplied by his Years of Benefit Service.

(b)	A Participant who terminates from employment
before January 1, 1992, and who was transferred by the
Employer from employment covered by another pension plan of
the Employer to employment covered by this Plan, will have
his retirement benefits calculated based on his Years of
Benefit Service earned after his date of transfer.

(c)	A Participant who terminates on or after
January 1, 1992, but before January 1, 1993, and who was
transferred by the Employer from employment covered by
another pension plan of the Employer to employment covered
by this Plan, will have his retirement benefits determined
as follows:  the Normal Retirement Benefit will be the
greater of the amount determined under paragraph (a) of this
Section 4.01 (based on his Years of Benefit Service earned
after his date of transfer) or an amount equal to the
product of (1) times (2), with such product reduced by (3),
as follows:

(1)	the unit benefit (e.g., the dollar amount
that is multiplied by Years of Benefit Service), as of
the Employee's Termination of Employment from this
Plan, payable from the plan under which the Employee
was covered prior to the transfer;

(2)	the Employee's total Years of Benefit Service
(including service under the plan which the Employee
was covered prior to the transfer);

(3)	the actual benefit payable from the plan
under which the Employee was covered prior to the
transfer.

(d)	A Participant who terminates from employment on or
after January 1, 1993, and who, before January 1, 1989, was
transferred by the Employer from employment covered by
another pension plan of the Employer to employment covered
by this Plan, will have his retirement benefits calculated
based on all of his Years of Benefit Service earned
including employment covered by the other pension plan.

(e)	A Participant who terminates on or after
January 1, 1993, and who, on or after January 1, 1989, was
transferred by the Employer from employment covered by
another pension plan of the Employer to employment covered
by this Plan, will have his retirement benefits determined
under paragraph (c) of this Section 4.01.

(f)	The retirement benefits under this Plan of an
Employee who is transferred by the Employer from employment
covered by this Plan to employment covered by another
pension plan of a Participating Employer, will be calculated
up to his date of transfer.

(g)	Effective May 21, 1991, this Plan and the McEwen
Plan are merged.  Any Accrued Benefit earned under the terms
of the McEwen Plan before May 21, 1991, shall be payable
under this Plan.  The retirement benefits under this Plan
applicable to Employees at the Employer's McEwen facility
will be calculated based on Years of Benefit Service on or
after January 1, 1991.  For the Plan Year ending
December 31, 1991, such Employees shall accrue a benefit
equal to the greater of the benefit accrued under this Plan
(including all service on or after January 1, 1991) or the
benefit accrued under the McEwen Plan between January 1,
1991 and May 20, 1991.  For purposes of calculating a
Participant's five year average monthly compensation for any
Plan Year before January 1, 1991, this Plan will take into
account compensation earned under the terms of the McEwen
Plan then in effect.

IV.2	Early Retirement.  A Participant who is eligible for
Early Retirement may retire from the employ of a Participating
Employer at any time prior to his Normal Retirement Date.  Such
Participant may elect to begin receiving his early retirement
benefit on or after his Early Retirement Date, subject to the
provisions of Section 8.01.  For purposes of this Section 4.02,
the amount of a Participant's early retirement benefit is equal
to his Accrued Benefit.  Such benefit will be reduced to its
Actuarial Equivalent for each month that benefits commence before
Normal Retirement Date.

IV.3	Late Retirement.  If a Participant remains in the
employ of a Participating Employer after his Normal Retirement
Date, unless an election to the contrary is made under Section
8.01, his benefit payments will begin no later than his Required
Beginning Date, as defined in Section 8.01.  The amount of the
benefit payable when such Participant actually retires from the
employ of a Participating Employer will be calculated in the same
manner as the Normal Retirement Benefit including Compensation
and Years of Benefit Service after the Participant's Normal
Retirement Date.  Such benefit will be offset by the Actuarial
Equivalent of any benefit previously paid under this Plan to such
Participant.

However, if a Participant remains in the employ of a
Participating Employer after his Normal Retirement Date, such
Participant, upon his subsequent retirement, shall have the value
of his benefit in the Normal Form increased by the Actuarial
Equivalent of the monthly benefit in the Normal Form to which he
would have been entitled had he not continued in employment, for
any month after his Normal Retirement Date until the date that
benefits actually commence.  In the event of such Participant's
death while continuing in the employ of a Participating Employer
after his Normal Retirement Date, the Actuarial Equivalent value
of the additional benefit that would have been provided under the
preceding sentence shall be added to the value of his benefit for
purposes of any death benefit that may be payable under Chapter
VI or VIII.

IV.4	Non-Duplication of Benefit.  Under no circumstances
will the benefit of any Employee who has incurred a Termination
of Employment and is later rehired by a Participating Employer be
greater than the benefit he would have received if the
Termination of Employment had not occurred and he had been
continuously employed.  Upon such Participant's later retirement
or Termination of Employment, the Participant's Normal Retirement
Benefit shall be reduced by the Actuarial Equivalent of any
benefit previously paid under this Plan to such Participant.

IV.5	Re-Employment.  If a former Employee who is receiving
benefits from the Plan and Trust returns to the employ of the
Employer or an Affiliated Employer, his benefit payments shall
continue uninterrupted.

                            CHAPTER V

                       BENEFIT LIMITATIONS


V.1	Definitions.  For purposes of this Chapter V, 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 Employer or by court order);

(b)	Amounts forfeited by non-Vested previous
Participants;

(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 Vesting Service and which produces
the highest average.

Combined Accounts means the total of all accounts of a
Participant in all of the Defined Contribution Plans of the
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 (Forfeited) amounts from Participants who terminate
employment 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 of 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
included in the gross income of the Participant by reason of
Code Section 125 or 457.

V.2	General Limitations.  Under no circumstances will the
total annual benefits (which, for purposes of this Chapter means
benefits payable in the form of a straight life annuity, without
ancillary benefits, or if payable in some other form, the
Actuarial Equivalent (computed using an interest rate of 5%) of
such form) derived from Employer contributions and payable under
all Combined Plans to a Participant who retires at or after the
Social Security Retirement Age (as defined in Code Section
415(b)(8)) exceed the lesser of the following for any Limitation
Year:

(a)	$90,000 (the "Dollar Limitation") (effective on
January 1, 1988, and each January 1 thereafter, the $90,000
limitation above will be automatically adjusted to the new
dollar limitation determined by the Commissioner of Internal
Revenue for that calendar year.  The new limitation will
apply to Limitation Years ending within the calendar year of
the date of the adjustment.)

(b)	100% of his Average Compensation (as defined in
Section 5.01) (the "Compensation Limitation").

If the annual benefit commences after the Social Security
Retirement Age, the benefit may not exceed the Actuarial
Equivalent of a single life annuity equal to the Dollar
Limitation commencing on the Participant's Social Security
Retirement Age.  To determine Actuarial Equivalence after the
Social Security Retirement Age, in the preceding sentence, an
interest rate assumption of 5% will be used.

If the annual benefit commences before a Participant's
attainment of his Social Security Retirement Age, the Dollar
Limitation applicable to such benefit shall be reduced to an
amount which is equal to a single life annuity commencing at the
same time which is the Actuarial Equivalent of a single life
annuity equal to the Dollar Limitation commencing on the
Participant's Social Security Retirement Age.

Notwithstanding the above, if the Participant was a
Participant in a plan in existence on July 1, 1982, the maximum
permissible amount shall not be less than the Participant's
accrued benefit as of September 30, 1983.

Notwithstanding the foregoing provisions of this Section 5,
if the maximum limitations on retirement benefits, with respect
to any person who was a Participant prior to January 1, 1987 and
whose retirement benefit (determined without regard to any
changes in the Plan after May 6, 1986 and without regard to
cost-of-living adjustments occurring after December 31, 1986)
exceeds the limitations set forth in this Section, then, for
purposes of such Section and Section 415(b) and (e) of the Code,
the Dollar Limitations with respect to such Participant shall be
equal to such Participant's retirement benefit as of December 31,
1986; provided that such Participant's retirement benefit did not
exceed the maximum limitation as in effect for all the Plan Years
prior to January 1, 1987.

Regardless of anything to the contrary, the limitations
described in Section 5.02(a) and (b) above will not apply if the
annual benefits of a Participant under all Combined Defined
Benefit Plans do not exceed $10,000 in the Plan Year or any prior
Plan Year, and if he has never been a Participant in any Defined
Contribution Plan of the Employer.

V.3	Less Than 10 Years.  If the annual benefit commences
when the Participant has completed less than ten years of Vesting
Service with the Employer, the limitations described in Section
5.02 will be reduced by 10% for each Year of Vesting Service less
than ten.

V.4	Limitations if Participant in Other Plan(s).  If a
Participant is also a Participant in a Defined Contribution 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 greater, one-fourth of the Dollar Limitation in
effect under Code Section 415(b)(1)(A)); 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 annual
benefits under the Employer-sponsored Defined Benefit Plans will
be reduced to the extent necessary so that the sum of the defined
benefit plan fraction and defined contribution plan fraction do
not exceed 1.0.

From and after January 1, 2000, the special limitations set
forth in this Section 5.04 shall no longer apply.

                            CHAPTER VI

                   PRE-RETIREMENT DEATH BENEFITS


VI.1	Death Benefits.  Except as provided in Section 6.03 and
Chapter VIII, any death benefits payable under the Plan and Trust
will be according to the provisions of this Section 6.01.

The Beneficiary of any Participant (including former
Participants with deferred vested benefits) who dies before his
Annuity Starting Date will be entitled to a lump sum death
benefit, payable as soon as administratively possible after the
Participant's death, equal to the present Actuarial Equivalent
value (as determined by the Actuary) of the Accrued Benefit of
such Participant on his date of death.

VI.2	Death Benefit Limitations.  Except as provided in
Sections 6.01, 6.03 and Chapter VIII, the Beneficiary or spouse
of any Participant who dies will not be entitled to any death
benefit under the Plan and Trust.

VI.3	Pre-Retirement Death Benefit for Surviving Spouse;
Post-Retirement Death Benefits.  Unless the Participant has
designated someone other than his spouse as the primary
Beneficiary under the provisions of Section 9.01, the death
benefit payable to the spouse of a Participant (including a
former Participant with deferred vested benefits) who dies before
his Annuity Starting Date will be in the form of a single life
annuity for the life of such spouse which is the Actuarial
Equivalent of the Accrued Benefit of such Participant.  The
surviving spouse may elect to commence payment of such annuity
within a reasonable period after the Participant's death.  Absent
an election by the surviving spouse, payment of such annuity will
start on the later of the Participant's date of death or the date
when the Participant would have attained age 62.  The surviving
spouse may also elect the lump sum death benefit specified in
Section 6.01 above in lieu of such annuity.  If the Participant
dies after benefits have commenced under one of the forms
specified in Chapter VIII, the death benefits payable, if any,
will be in accordance with the form of payment then in effect.

                           CHAPTER VII

                   OTHER TERMINATION AND VESTING


VII.1	Full Vesting Dates.  Upon the date of a
Participant's death, retirement or incurrence of a Disability, he
will be fully Vested in his Accrued Benefit.

VII.2	Vesting Schedule.  A Participant who has completed
at least 5 Years of Vesting Service and who terminates his
employment with the Employer or an Affiliated Employer for
reasons other than death, Disability, or retirement will be fully
Vested in his Accrued Benefit.  If a Participant terminates his
employment with the Employer or an Affiliated Employer for
reasons other than death, Disability, or retirement before he has
completed 5 Years of Vesting Service, he will not be Vested in
any benefit in this Plan and his entire Accrued Benefit will be
forfeited.

VII.3	Commencement of Benefits.  The payment of any
Vested Accrued Benefit determined under this Chapter will start
on the date specified in Section 8.01, and will be adjusted for
either or both of the following reasons:

(a)	If payments start on a date prior to the
Participant's Normal Retirement Date, such payments will be
adjusted as specified in Section 4.02;

(b)	If payments are in a form other than the Normal
Form of Benefits, such payments will have an Actuarial
Equivalent adjustment made.

VII.4	Forfeiture.  Any Non-Vested Accrued Benefit
determined under this Chapter, or any other benefit forfeited by
a Participant who dies but is not eligible for death benefits
under the Plan and Trust will be retained in the Trust Fund and
will be used to reduce the future Participating Employer
contributions to the Plan.

VII.5	Resumption of Participation.  If an Employee
returns to the employ of a Participating Employer following a
Break in Service, his Years of Vesting Service and Years of
Benefit Service which occurred before such Break in Service will
be aggregated with his Years of Vesting Service and Years of
Benefit Service occurring after such Break in Service if he also
meets either of the following requirements:

(a)	If he was Vested in some or all of his Accrued
Benefit under this Plan at the time his Break in Service
occurred; or

(b)	Even if he was not Vested in his Accrued Benefit
at the time of his Break in Service, if the number of
consecutive One Year Breaks in Service is less than the
Years of Vesting Service which occurred before such Break in
Service.

                           CHAPTER VIII

                        PAYMENT OF BENEFITS


VIII.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; or

(b)	the last day of the Plan Year in which he incurs a
Termination of Employment.

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 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 following 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.
 Any distribution of benefits that was being made to such a
Participant in the Joint and Survivor Annuity form may be stopped
under the preceding sentence only if consent of the person who
was such Participant's spouse when the benefit payments initially
commenced is obtained and such consent acknowledges the effect of
the election to stop.  Any commencement or recommencement of
benefits starting after retirement or termination of service of a
Participant who has elected to defer (and, if applicable to stop
the current receipt of benefits) shall be subject to all of the
provisions of Section 8.02 dealing with the mandatory Joint and
Survivor Annuity form of distribution for married Participants
and the single life annuity form for single Participants and the
circumstances under which some other form of distribution may be
elected.

Any Participant who incurs a Termination of Employment and
who later attains the age specified as an Early Retirement Date
may elect in writing to the Committee to have his benefit
payments begin at any time following such age.  Once such
election is made, benefit payments must begin within 60 days
after the date specified in the election.

Notwithstanding any provision of the Plan to the contrary,
if the Vested portion of the Accrued Benefit of a Participant who
terminates, retires, or dies does not exceed $3,500, the Vested
Accrued Benefit shall be distributed in the form of a single sum
cash distribution as soon as practicable following the
Participant's termination.

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.

VIII.2	Automatic Joint and Survivor Benefits.  Unless an
optional form of benefit is selected pursuant to a qualified
election within the 90-day period ending on the Annuity Starting
Date, a married Participant's Vested Accrued Benefit will be paid
in the form of a Joint and Survivor Annuity.  A qualified
election is a waiver of a Joint and Survivor Annuity.  The waiver
must be in writing and must be consented to by the Participant's
spouse.  The spouse's consent to a waiver must acknowledge the
designation of a specific alternative beneficiary in writing
signed by the spouse and witnessed by a Plan representative or
notary public.  Notwithstanding this consent requirement, if the
Participant establishes to the satisfaction of a Plan
representative that such written consent may not be obtained
because there is no spouse or the spouse cannot be located,
waiver will be deemed a qualified election.  Any consent
necessary under this provision will be valid only with respect to
the spouse who signs the consent, or in the event of a deemed
qualified election, the designated spouse.  Additionally, a
revocation of a prior waiver may be made by a Participant without
the consent of the spouse at any time before the commencement of
benefit.  The number of revocations shall not be limited.

In the case of a Joint and Survivor Annuity as described
above, the Committee shall provide each Participant within a
reasonable period under applicable regulations (currently, not
less than 30 and no more than 90 days) prior to the Annuity
Starting Date a written explanation of:

(a)	the terms and conditions of a Joint and Survivor
Annuity;

(b)	the Participant's right to make and the effect of
an election to waive the Joint and Survivor Annuity form of
benefit;

(c)	the rights of a Participant's spouse; and

(d)	the right to make, and the effect of, a revocation
of a previous election to waive the Joint and Survivor
Annuity.  If the Participant, after having received the
above written explanation, affirmatively elects a form of
distribution (with spousal consent if the form is other than
the Joint and Survivor Annuity), the Plan may treat such
election as a waiver of any remaining portion of the 30-day
notice period, provided the distribution does not commence
before the expiration of a 7-day period beginning the day
after the Participant has received the above written notice
and other requirements of applicable regulations are
satisfied.

Unless an optional form of benefit is selected, an unmarried
Participant's Vested Accrued Benefit will be paid in the form of
a single life annuity under Section 8.03.

VIII.3	Optional Forms of Payment.  Except where a Joint
and Survivor Annuity is required by Section 6.01 or Section 8.02,
all benefit payments will be made in the Normal Form of Benefit
unless the Participant (or his Beneficiary, if he is deceased)
selects in writing one, or a combination of, the following
optional forms of benefits:

(a)	life income annuity;

(b)	a joint and survivor annuity providing a survivor
benefit to any Beneficiary which is at least 50% but not
greater than 100% of the Participant's benefit;

(c)	a term certain annuity for 120 months, or 180
months;

(d)	a lump sum payment, but only if Termination of
Employment is due to retirement, death, or Disability.

(e)	if the Participant was employed at the McEwen
facility, then he or his Beneficiary may select a life
annuity with 120 or 180 monthly benefits guaranteed.

Any benefit payable in a form other than the Normal Form of
Benefit will be the Actuarial Equivalent of the benefit which
would have been payable in the Normal Form of Benefit.

Any annuity contracts which may be purchased to provide Plan
benefits will be nontransferable.

VIII.4	Incidental Death Benefits.  Regardless of any
statement (with the exception of Section 8.02) to the contrary,
the ability of any Participant or any 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
nonspouse 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 Section
1.401(a)(9)-2 of the regulations which are incorporated
herein by this reference.

(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 distribution 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 1/2, 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 8.04(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.

(e)	For purposes of this Section 8.04, any amount paid
to a child of the Participant will be treated as if it had
been paid to the surviving spouse if the amount becomes
payable to the surviving spouse when the child reaches the
age of majority.

VIII.5	Transfers.  The Plan will not accept the transfer
into the Trust Fund of IRA's or distributions to Participants
from other retirement plans.

VIII.6	No Other Benefits.  Except as provided in Chapter
XII, no payments shall be made from the Plan and Trust to a
Participant except for retirement, death, Disability, or other
Termination of Employment.

VIII.7	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 IX

               DESIGNATION OF BENEFICIARY


IX.1	Beneficiary Designation; Election of Non-Spouse
Beneficiary.  Each Participant may name or change the name of his
Beneficiary(ies) who will receive any death benefits payable
under Chapters VI or VIII of the Plan.  However, any designation
by a married Participant of someone other than his spouse as the
primary Beneficiary for any pre-retirement death benefit payable
under Section 6.01 of the Plan is an election to waive the
pre-retirement surviving spouse death benefit under Section 6.03
and must be made by the Participant in writing during the
election period described below and shall not be effective
unless:

(a)	the Participant's spouse consents in writing to
the election;

(b)	the election designates a specific alternate
Beneficiary, including any class of Beneficiaries or any
contingent Beneficiaries, which may not be changed without
spousal consent (or the spouse expressly permits
designations by the Participant without any further spousal
consent);

(c)	the spouse's consent acknowledges the effect of
the election; and

(d)	the spouse's consent is witnessed by a plan
representative or notary public.

If it is established to the satisfaction of a plan
representative that such written consent may not be obtained
because there is no spouse or the spouse cannot be located, a
waiver will be deemed a qualified election.

The election period to waive the pre-retirement surviving
spouse death benefit begins on the first day of the Plan Year in
which the Participant attains age 35 or the date of the
Participant's termination of service, if earlier, and ends on the
date of the Participant's death.  An earlier waiver (with spousal
consent) may be made, but it will become invalid at the beginning
of the Plan Year in which the Participant attains age 35 or the
date of a vested Participant's termination of service, if
earlier.  However, a new waiver and consent form may be signed
thereafter at any time during the election period.

With regard to the election, the Committee shall provide
each Participant within the applicable period, with respect to
such Participant (and consistent with regulations), a written
explanation of the pre-retirement surviving spouse death benefit
containing comparable information to that required pursuant to
Section 8.02.  For the purposes of this paragraph, the term
"applicable period" means, with respect to a Participant,
whichever of the following periods ends last:

(a)	The period beginning with the first day of the
Plan Year in which the Participant attains age 32 and ending
with the close of the Plan Year preceding the Plan Year in
which the Participant attains age 35;

(b)	One year ending after the individual becomes a
Participant;

(c)	One year ending after the Plan no longer fully
subsidizes the cost of the pre-retirement surviving spouse
death benefit with respect to the Participant; or

(d)	One year ending after Code Section 401(a)(11)
first applies to the Participant.

Notwithstanding the foregoing, notice must be provided
within a reasonable period ending after separation from service
in the case of a Participant who separates before attaining age
35.  For this purpose, the Committee must provide the explanation
within a period beginning one year before the separation from
service and ending one year after such separation.  If such a
Participant thereafter returns to employment with a Participating
Employer, the applicable period for such Participant shall be
redetermined.

IX.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 X

                      TOP-HEAVY PROVISIONS


X.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 X will supersede any conflicting provisions
in the Plan.

X.2	Definitions.  For purposes of this Chapter X 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 1.5 times
the amount in effect under Section 415(c)(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)(1) 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 a Required
Aggregation Group and part of a 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
distributed in the 5-year period ending on the
Determination Date(s)), and the denominator of which is
the sum of all Accrued Benefits (including any part of
any 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 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:

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

(vi)	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:

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

(5)	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:  The first day of the 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 Actuarial Equivalent interest and mortality rates
specified in Section 1.01(c)

X.3	Minimum Accrued Benefit:

(a)	Notwithstanding any other provision in this Plan
except (c), (d), and (e) below, for any Plan Year in which
this Plan is Top-Heavy, each Participant who is employed on
the last day of the Plan Year will accrue a benefit (to be
provided solely by Employer contributions and payable in the
Normal Form of Benefit) of 2.0% of his or her highest
average compensation for the five consecutive years for
which the Participant had the highest compensation.  The
minimum accrual is determined without regard to any Social
Security contribution.  The minimum accrual applies even
though under other Plan provisions the Participant would not
otherwise be entitled to receive an accrual, or would have
received a lesser accrual for the year.

(b)	For purposes of computing the minimum accrued
benefit, compensation will include all wages subject to tax
under Section 3101(a) without the dollar limitation of
Section 3121(a), but not including deferred compensation
other than contributions through a salary reduction
agreement to a cash or deferred plan under Section 401(k) or
to a tax deferred annuity under Section 403(b) of the Code.

(c)	No additional benefit accruals shall be provided
pursuant to (a) above to the extent that the total accruals
on behalf of the Participant attributable to Employer
contributions will provide a benefit expressed as a life
annuity commencing at the Normal Retirement Date that equals
or exceeds 20% of the Participant's highest average
compensation for the five consecutive years for which the
Participant had the highest compensation.

(c)	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.  In such
case, the minimum allocation or benefit requirement
applicable to this Top-Heavy plan will be met in the other
plan or plans.

(d)	All accruals of Employer derived benefit, whether
or not attributable to years for which the Plan is
Top-Heavy, may be used in computing whether the minimum
accrual requirements of paragraph (c) above are satisfied.

X.4	Adjustment for Benefit Form Other Than Life Annuity.
If the Normal Form of Benefit is other than a single life
annuity, the Employee must receive an amount that is the
Actuarial Equivalent of the minimum single life annuity benefit.
 If the benefit commences at a date other than the Normal
Retirement Date, the Employee must receive at least an amount
that is the Actuarial Equivalent of the minimum single life
annuity benefit commencing at the Normal Retirement Date.

X.5	Nonforfeitability of Minimum Accrued Benefit.  The
minimum accrued benefit 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.

X.6	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                            40%
                 4                            60%
                 5                           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 Accrued Benefits of any Employee who does not
have an Hour of Service after the Plan has initially become
Top-Heavy and such Employee's Accrued Benefits 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.

X.7	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 benefits under the Plan.

                             CHAPTER XI

                        AMENDMENT OF THE PLAN


XI.1	Amendment by Employer.  The Employer may, by resolution
of its 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
a Participating Employer on the date such amendment is
adopted (or the date it is effective, if later) who has
completed at least three Years of Vesting 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:

(6)	the date the amendment is adopted;

(7)	the date the amendment is effective; or

(8)	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.

(c)	No amendment may reduce the Accrued Benefit or
Vested percentage 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	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

                      TERMINATION OF THE PLAN


XII.1	Right to Terminate.  It is the expectation of the
Employer that it will continue the Plan and the payment of
contributions indefinitely, but continuance of the Plan is not
assumed as a contractual obligation of the Employer, and the
right is reserved by the Employer, by resolution of its Board of
Directors, at any time to reduce, suspend, or discontinue its
contributions, or terminate the Plan with respect to certain or
all of its Employees.  Further, any other Participating Employer
may terminate its participation in this Plan by resolution of its
Board of Directors.  If the Plan is terminated or partially
terminated, the Accrued Benefit of each Participant who is in the
employ of the Participating Employer on the effective date of the
Plan termination or partial termination (as specified by the
Participating Employer unless otherwise specified by the PBGC)
and whose employment is affected by such termination or partial
termination will thereafter be fully vested and nonforfeitable.
Such Participant will have recourse only to the assets of the
Trust Fund and the PBGC for the payment of such Vested Accrued
Benefit.

XII.2	Termination Priorities.  If the Plan is terminated
or partially terminated (whether by the Employer or the PBGC),
and the PBGC has notified the Employer that it may proceed with
benefit payments under this Plan, the Trust Fund assets (or
portion thereof, in the case of partial termination) will be
allocated to the appropriate Participants (all Participants in
the event of complete Plan termination, in the event of partial
termination, only those Participants whose Termination of
Employment caused or was the result of such partial termination)
in the following order of priority:

(a)	to provide for the return of Employee
contributions, if any;

(b)	to provide for any benefit of a Participant which
was payable as an annuity in either of the following
categories:

(9)	the benefit of a Participant which was in pay
status as of the first day of the 3-year period
immediately preceding the date the Plan was terminated,
as specified by the PBGC;

(10)	the benefit of a Participant which could have
been in pay status as of the first day of the 3-year
period immediately preceding the date the Plan was
terminated, as specified by the PBGC.

For purposes of this Sub-Section (b), such benefit will
be determined on the basis of the Plan's provisions which
were in effect at any time during the 5-year period ending
on such date of Plan termination under which the benefit
would be the least;

(c)	to provide for any other benefit of a Participant
(not covered by any of the two previous priority
classifications) which is insured and guaranteed by the
PBGC;

(c)	to provide for all other nonforfeitable benefits;

(d)	to provide for all other benefits.

Any allocations provided for under the above priority
classifications will be payable to either a Participant or his
Beneficiary, whichever is appropriate.  In addition, with respect
to priority classifications (b), (c), (d), and (e), the amount of
an allocation to a Participant under a specified priority
classification will be reduced by the amount of such
Participant's allocation under a previous priority
classification.

XII.3	Reversion to Employer.  In the event assets remain
in the Trust Fund after the complete satisfaction of all
liabilities of the Plan and Trust, as specified in Section 12.02,
distribution may be made to the Employer of such remaining
assets, which will be deemed attributable to the difference
between the actuarial assumptions used by the Actuary to
determine the funding requirements of the Plan and Trust and the
actual experience of the Trust Fund during its operation.

XII.4	Subsequent Benefit Payments.  Unless otherwise
specified by law, the timing, form (with the addition of lump sum
distributions), and amount of any benefit payments provided under
this Chapter will be made in accordance with the provisions of
Chapter VIII.

                           CHAPTER XIII

                         CLAIMS PROCEDURE


XIII.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.

XIII.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

(c)	an explanation of the claim procedure.

XIII.3	Request for Review of Denial.  The Participant or
Beneficiary(ies) will have 60 days from receipt of 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.

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

The Committee 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
Committee 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 Committee at the
time of such determination.

XIII.5	Additional Time.  The Committee may take
additional time, as provided by government regulations, under
this Chapter XIII, 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 XIV

                  CONTRIBUTION AND BENEFIT LIMITS
                       TO HIGH PAID EMPLOYEES


XIV.1	When Applicable.  Participating Employer
contributions on behalf of any of the 25 highest paid Employees
at the time the Plan is established and whose anticipated annual
benefit exceeds $1,500 will be restricted as provided in Section
14.02 upon the occurrence of the following conditions:

(a)	The Plan is terminated within 10 years after its
establishment;

(b)	The benefits of such highest paid Employee become
payable within 10 years after the establishment of the Plan;
or

(c)	If Section 412 of the Code (without regard to
Section 412(h)(2)) does not apply to this Plan, the benefits
of such Employee become payable after the Plan has been in
effect for 10 years, and the full current costs of the Plan
for the first 10 years have not been funded.

XIV.2	Limitations.  Participating Employer contributions
which may be used for the benefit of an Employee described in
Section 14.01 shall not exceed the greater of $20,000, or 20% of
the first $50,000 of the Employee's compensation multiplied by
the number of years between the date of the establishment of the
Plan and:

(a)	if 14.0l(a) applies, the date of the termination
of the plan;

(b)	if 14.0l(b) applies, the date the benefit becomes
payable; or

(c)	if 14.0l(c) applies, the date of the failure to
meet the full current costs.

XIV.3	Limitations if Plan Amended.  If the Plan is
amended so as to increase the benefit actually payable in event
of the subsequent termination of the Plan, or the subsequent
discontinuance of contributions thereunder, then the provisions
of the above Sections shall be applied to the Plan as so changed
as if it were a new Plan established on the date of the change.
The original group of 25 Employees (as described in Section 14.01
above) will continue to have the limitations in Section 14.02
apply as if the Plan had not been changed.  The restriction
relating to the change of Plan should apply to benefits or funds
for each of the 25 highest paid Employees on the effective date
of the change except that such restrictions need not apply with
respect to any Employee in this group for whom the normal annual
pension or annuity provided by Participating Employer
contributions prior to that date and during the ensuing ten
years, based on his rate of compensation on that date, could not
exceed $1,500.

The Participating Employer contributions which may be used
for the benefit of the new group of 25 Employees will be limited
to the greater of:

(a)	The Participating Employer contributions (or funds
attributable thereto) which would have been applied to
provide the benefits for the Employees if the previous Plan
had been continued without change;

(b)	$20,000; or

(c)	The sum of:

(11)	the Participating Employer contributions (or
funds attributable thereto) which would have been
applied to provide benefits for the Employees under the
previous Plan if it had been terminated the day before
the effective date of change, and

(12)	an amount computed by multiplying the number
of years (for which the current costs of the Plan after
that date are met) by 20% of his annual compensation,
or $10,000, whichever is smaller.

XIV.4	Alternate Limitations.  Notwithstanding the above
limitations the following limitations will apply if they would
result in a greater amount of Participating Employer
contributions to be used for the benefit of the restricted
Employee:

(a)	In the case of a substantial owner (as defined in
Section 4022(b)(5) of ERlSA), a dollar amount which equals
the present value of the benefit guaranteed for such
Employee under Section 4022 of ERISA, or if the Plan has not
terminated, the present value of the benefit that would be
guaranteed if the Plan terminated on the date the benefit
commences, determined in accordance with regulations of the
PBGC; and

(b)	In the case of the other restricted Employees, a
dollar amount which equals the present value of the maximum
benefit described in Section 4022(b)(3)(B) of ERISA
(determined on the earlier of the date the Plan terminates
or the date benefits commence, and determined in accordance
with regulations of the PBGC) without regard to any other
limitations in Section 4022 of ERISA.

                            CHAPTER XV

                     MISCELLANEOUS PROVISIONS


XV.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 within one year after such
contributions were made.

(b)	All Participating Employer contributions made to
the Plan under Code Section 412(m) are conditioned on
deductibility.  For any year(s) that all or a part of a
deduction for Participating Employer contributions to the
Plan is disallowed by the Secretary of the Treasury, the
amount of the contributions so disallowed shall be returned
to the Participating Employer within one year after such
disallowance.

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

XV.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 on all Participants
and other parties in interest.

XV.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
Accrued Benefit of such Participant to reflect only the
"reasonable" compensation of said Participant.

XV.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 ERlSA)) 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.

XV.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.

XV.6	Protection From Liability.  To the maximum extent
allowed by law, the Plan Administrator and the 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 ERlSA).

XV.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.

XV.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)).

XV.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 the 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 the 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.

XV.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, by 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.

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

XV.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 the Trust.

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

XV.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.

XV.15	Plural and Gender.  When appropriate, the singular
nouns in the 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.

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

XV.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.

XV.18	Prevention of Escheat.  If the Participating
Employer cannot ascertain the whereabouts of any person to whom a
payment is due under the Plan, and if a notice of such payment
due is mailed to the last known address of such person, as shown
on the records of the Participating Employer, and within three
months after such mailing such person has not made written claim
therefor, the Participating Employer, if it so elects, may direct
that such payment and all remaining payments otherwise due to
such person be canceled on the records of the Plan and the amount
thereof applied to reduce the contributions of the Participating
Employer.  The Plan and the Trust shall have no further liability
therefor, except that, in the event such person later notifies
the Participating Employer of his whereabouts and requests the
payment due to him under the Plan, the amount so applied shall be
paid to him.

XV.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
re-employment occurs after December 11, 1994.

XV.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
Chapters XI and XII) 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.

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

                                   	By:

                                   	Attest: