EXHIBIT 10.4

                      OSHKOSH B'GOSH, INC.

                  RESTATED EXCESS BENEFIT PLAN
          (As Amended and Restated as of March 1, 1997)


                             PREAMBLE

     WHEREAS, Oshkosh B'Gosh, Inc., a Delaware corporation (the
"Company"), has heretofore maintained the Oshkosh B'Gosh, Inc.
Profit Sharing Plan (the "Profit Sharing Plan"), and the Oshkosh
B'Gosh Pension Plan (the "Pension Plan") as tax-qualified
retirement plans for the benefit of its eligible employees and
their beneficiaries; and

     WHEREAS, the Company has heretofore established the Oshkosh
B'Gosh, Inc. Excess Benefit Plan, effective as of January 1, 1983
(the "Excess Benefit Plan") to provide make whole benefits for
participants in either or both of the Profit Sharing Plan or the
Pension Plan which would have otherwise become payable thereunder
but for Section 415 of the Internal Revenue Code which places
certain limitations on the amount of annual additions to any
participant's account(s) in the Profit Sharing Plan, on the
amount of benefits receivable by any participant in the Pension
Plan and on the total combined amount of both such annual
additions and benefits receivable in the case of an individual
who is a participant in both such Plans; and

     WHEREAS, effective as of January 1, 1989, Section 401(a)(17)
of the Internal Revenue Code limits the amount of annual
compensation which may be taken into account in the calculation
of contributions to such Plans; and

     WHEREAS, effective January 1, 1989, the Company established
the Oshkosh B'Gosh Executive Non-Qualified Profit Sharing Plan
(the "Non-Qualified Plan") to provide benefits to certain
employees who were excluded from further participation in the
Profit Sharing Plan in an amount equal to the benefits such
excluded employees otherwise would have been entitled to under
the Profit Sharing Plan; and

     WHEREAS, effective as of January 1, 1991, "accrued"
compensation is no longer included in the calculation of benefits
under the Pension Plan, or the calculation of contributions to be
credited under the Profit Sharing Plan or Non-Qualified Plan; and

     WHEREAS, the Company wishes to maintain such levels of
retirement benefits for its employees who are eligible to
participate in the Profit Sharing Plan, the Pension Plan, or the
Non-Qualified Plan as would otherwise become payable, but for the
limitations under Sections 415 and 401(a)(17) of the Internal
Revenue Code, by means of supplementary unfunded payments made by
the Company under the Excess Benefit Plan as herein amended and
restated; and

     WHEREAS, the Company wishes to maintain such levels of
retirement benefits for its employees who are eligible to
participate in the Pension Plan or the Non-Qualified Plan as
would otherwise become payable, but for the limitations related
to "accrued" compensation by means of supplementary unfunded
payments made by the Company under the Excess Benefit Plan as
herein amended and restated;

     NOW, THEREFORE, the Company hereby amends and restates the
Excess Benefit Plan as of January 1, 1991, upon the following
terms and conditions:

                            ARTICLE I

                           Definitions


          1.1  "Account" shall mean the bookkeeping reserve
          account for a Participant which shall be established by
          the Company under Article IV hereof solely as a device
          for determining the amount of supplementary profit
          sharing benefits under either the Profit Sharing Plan
          or Non-Qualified Plan which may become payable
          thereunder.

          1.2  "Actuarial Equivalent" shall have the same meaning
          as used in the Pension Plan.

          1.3  "Beneficiary" shall be any person or persons
          (including, but not limited to, a trust) designated by
          the Participant.  Such designation shall be effected by
          filing written notification with the Company in the
          form prescribed by it and may be changed from time to
          time by similar action.  If no Beneficiary is
          designated, the benefits shall be distributed to the
          Participant's estate.

          1.4  "Effective Date" means January 1, 1983.

          1.5  "IRS Limitations" means the limits on
          contributions or benefits imposed under Sections 415
          and 401(a)(17) of the Internal Revenue Code and any
          reduction in benefits under the Pension Plan or
          decrease in the amount credited under the Non-Qualified
          Plan (but not the Profit Sharing Plan) due to the
          exclusion of accrued compensation in 1991 including,
          but not limited to, bonuses under the Key Employee
          Incentive Bonus Plan.

          1.6  "Firstar Bank Milwaukee, N.A. Prime Rate" means
          the rate of interest adopted by the Firstar Bank
          Milwaukee, N.A., from time to time, as the base rate
          for interest rate determinations.

          1.7  "Non-Qualified Plan" means the Oshkosh B'Gosh,
          Inc. Executive Non-Qualified Profit Sharing Plan
          established January 1, 1989.

          1.8  "Normal Form of Benefit" shall have the same
          meaning as used in the Pension Plan.

          1.9  "Joint and Survivor Annuity" shall have the same
          meaning as used in the Pension Plan.

          1.10 "Participant" shall have the same meaning as used
          in the Profit Sharing Plan, the Pension Plan or the Non-
          Qualified Plan as the case may be.

                           ARTICLE II

                             Purpose


     2.1  This Plan is intended to provide benefits to eligible
persons in a manner so as to maintain the level of total
retirement benefits which, but for the IRS Limitations, would
otherwise have been payable under the Profit Sharing Plan,
Pension Plan or Non-Qualified Plan.  This Plan shall maintain
such total retirement benefit levels by means of supplementary
unfunded payments made by the Company to the individuals eligible
for such payments, as set forth in Articles III and IV hereof.

                           ARTICLE III

                 Supplementary Pension Benefits


     3.1  Any Participant or Beneficiary who qualifies for
commencement of a benefit under the terms of the Pension Plan on
or after the Effective Date and whose benefit pursuant thereto is
less than what it otherwise would be because of the IRS
Limitations shall be eligible to receive supplementary pension
benefits hereunder.

     3.2  The amount of such supplementary pension benefits shall
be an amount equal in value to the reduction in the benefits
payable under the terms of the Pension Plan resulting from the
application of IRS Limitations calculated as if payable in the
Normal Form of Benefit.

     3.3  Payment of such supplementary pension benefits shall be
accomplished by unfunded payments directly from the Company to
the Participant or the Beneficiary (as the case may be) in one of
the forms determined by the Company, in its sole discretion, as
follows:

                    (a)  in the Normal Form of Benefit if the
               Participant is not married on the later of the
               date such Participant first receives a benefit
               from the Pension Plan or the date of the
               Participant's termination of service with the
               Company, or

                    (b)  as a Joint and Survivor Annuity if such
               Participant is married on such date or if such
               Participant is married and dies while in the
               employ of the Company under circumstances such
               that such Participant's spouse is his Beneficiary
               and such spouse becomes entitled to a benefit
               under the terms of the Pension Plan because of
               such Participant's death, or

                    (c)  in a single lump sum of Actuarial
               Equivalent value, but only if Termination of
               Employment is due to retirement, death, or
               disability (but under circumstances where small
               amount lump sums are the automatic form of
               distribution from the Pension Plan or would be if
               the supplementary pension benefit were the only
               benefit considered, such small amount lump sum
               payments may also be made hereunder, even if the
               Participant or Beneficiary has not yet qualified
               for commencement of a benefit under the terms of
               the Pension Plan), or

                    (d)  a term certain annuity for 120 months,
               or 180 months.

     All forms of payment of supplementary pension benefits under
this Plan shall be Actuarial Equivalents in value.

                           ARTICLE IV

              Supplementary Profit Sharing Benefits


     4.1  Any Participant or Beneficiary who qualifies for
commencement of a benefit under the terms of the Profit Sharing
Plan or Non-Qualified Plan on or after the Effective date whose
benefit pursuant thereto is less than what it otherwise would be
because of the IRS Limitations shall be eligible to receive
supplementary profit sharing benefits hereunder.

     4.2  The amount of such supplementary profit sharing
benefits shall be an amount equal to the difference between the
aggregate amount of Company contributions and forfeitures which
would have been allocated to the Participant's account in the
Profit Sharing Plan or to the Company bookkeeping account for
purposes of the Non-Qualified Plan if the IRS Limitations had
been disregarded.  The amount of such difference for a
Participant shall be determined annually and shall be credited to
his Account as of the end of the fiscal year quarter during which
the amount of such difference can first be determined.  The
amount so credited to such Participant's Account shall be further
credited as of the end of each succeeding quarter with an amount
equal to interest at the average Firstar Bank Milwaukee, N.A.
Prime Rate in effect during such quarter (an "Interest Equivalent
Credit") and all amounts standing to the credit of the
Participant's Account as of the end of each fiscal year quarter
including any prior Interest Equivalent Credits, shall receive an
Interest Equivalent Credit.

     4.3  Payment of such supplementary profit sharing benefits
shall be accomplished by unfunded payments directly from the
Company to the Participant or the Beneficiary (as the case may
be) in one of the following methods:

                    (a)  in annual installments to commence on
               about March 15th of the year following the year in
               which the Participant's service terminates, with
               one-tenth of the balance in his Account becoming
               then payable and with the remaining installments
               being paid on each anniversary thereof according
               to the following schedule:

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

               Interest Equivalent Credits shall continue to be
               applied on the balance in the Participant's
               Account in accordance with Section 4.2 until final
               payment thereof has been made.

                    (b)  in any other payment plan approved by
               the Company in its sole discretion.

               It shall be the obligation of any Participant
          under this Section 4.3 hereof to keep the Company
          advised of his current address and the Company shall
          have no obligation to commence payout of such
          Participant's Account unless and until it shall have
          received the written request therefor specifying his
          current address.

                            ARTICLE V

                    Amendment or Termination


     5.1  The Board of Directors of the Company reserves the
right to amend, terminate or discontinue this Plan at any time;
provided, however, no such action shall reduce or eliminate any
supplementary pension benefits under Article III hereof or
supplementary profit sharing benefits under Article IV hereof
which are in pay status or which have accrued hereunder prior to
the date of such action and which also would otherwise ultimately
have become payable hereunder.

     5.2  It is recognized and acknowledged that as cost of
living adjustments are made from time to time in the IRS
Limitations under the provisions of the Internal Revenue Code,
accruals of what otherwise would have been needed supplementary
pension benefits under Article III hereof may be eliminated in
whole or in part because the same can be provided under the terms
of the Pension Plan, but that under present law, future cost of
living changes in those parts of the IRS Limitations dealing with
the Profit Sharing Plan will not eliminate or reduce the need for
any otherwise required accruals of supplementary profit sharing
benefits under Article IV hereof.  No Participant or Beneficiary
shall ever be entitled to any benefit payments whatsoever under
this Plan unless and until such Participant or Beneficiary first
qualifies for a benefit under the Pension Plan (as required by
Section 3.1 hereof), under the Profit Sharing Plan (as required
by Section 4.1 hereof) or under the Non-Qualified Plan (as
required by Section 4.1 hereof).

                           ARTICLE VI

                          Miscellaneous


     6.1  Any amount payable to a Participant or Beneficiary
hereunder shall not be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment, garnishment or
encumbrance of any kind, by will, or by inter vivos instrument.
Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such payment, whether present or
thereafter payable, shall not be recognized by the Company.  Any
payment due hereunder shall not in any manner be subject to the
debts or liabilities of the Participant or Beneficiary.  If the
Participant or Beneficiary shall attempt to alienate, sell,
transfer, assign, pledge or otherwise encumber his or her
payments under this Plan or any part thereof, or if by reason of
his or her bankruptcy or other event happening at any time, such
payments would devolve upon anyone else or would not be enjoyed
by him or her, then the Company, in its sole discretion, may
terminate his or her interest in any such benefit, and hold or
apply it to or for the benefit of the Participant or Beneficiary,
his or her spouse, children, or other dependents, or any of them,
in such manner as the Company may deem proper.

     6.2  Every person receiving or claiming payments under this
Plan shall be conclusively presumed to be mentally competent
until the date on which the Company receives a written notice, in
form and manner acceptable to it, that such person is incompetent
and that a guardian, conservator, or other person legally vested
with the care of his estate has been appointed.  In the event a
guardian or conservator of the estate of any person receiving or
claiming payments under the Plan shall be appointed by a court of
competent jurisdiction, payments may be made to such guardian or
conservator provided that proper proof of appointment and
continuing qualification is furnished in a form and manner
acceptable to the Company.  Any such payment so made shall be a
complete discharge of any liability therefor.

     6.3  Participation in this Plan, or any modifications
thereof, or the payments of any benefits hereunder, shall not be
construed as giving to the Participant any right to be retained
in the service of the Company, limiting in any way the right of
the Company to terminate the Participant's employment at any
time, evidencing any agreement or understanding, express or
implied, that the Company will employ the Participant in any
particular position or at any particular rate of compensation
and/or guaranteeing the Participant any right to receive a salary
increase in any fiscal year, such increase being granted only at
the sole discretion of the Board of Directors of the Company.

     6.4  All payments hereunder shall be paid in cash from the
general funds of the Company and no special or separate fund
shall be established and no other segregation of assets shall be
made to assure the payment of benefits hereunder.  A Participant
or Beneficiary shall have no right or title or interest whatever
in or to any investments which the Company may make to aid it in
meeting its obligations hereunder.  Nothing in this Plan and no
action taken pursuant hereto shall create or be construed to
create a trust of any kind or a fiduciary relationship between
the Company and any Participant or Beneficiary.  To the extent
that any person acquires a right to receive payments from the
Company under this Plan, such right shall be no greater than the
right of an unsecured creditor.

     6.5  To the extent not pre-empted by the laws of the United
States, this document shall be construed, administered and
governed under and by the internal laws of the State of
Wisconsin.

     6.6  Neither the Company nor any officer or director of the
Company or any other person shall be liable for any act or
failure to act hereunder, except for gross negligence or fraud.

     6.7  Any benefits payable under the Pension Plan and the
Profit Sharing Plan shall be paid solely in accordance with the
terms of such Plans and nothing in this document shall operate or
be construed in any way to modify, amend or affect the terms of
such Plans.

     6.8  The claims procedure provided in the Profit Sharing
Plan shall apply in full to this Excess Benefits Plan.