Exhibit 10.4





OSHKOSH B'GOSH, INC.
EXCESS BENEFIT PLAN

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

PREAMBLE



1. the Company hereby amends and restates the Excess Benefit Plan as of January 1, 2002, upon the following terms and conditions:

1. Definitions
2. "Account"
3. "Actuarial Equivalent"
4. "Beneficiary"
5. "Effective Date"
6. "IRS Limitations"
7. "U.S. Bank, N.A. Prime Rate"
8. "Non-Qualified Plan"
9. "Normal Form of Benefit"
10. "Joint and Survivor Annuity"
11. "Participant"
12. "Participating Employer"
13. Purpose
14. Supplementary Pension Benefits
15. 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.
16. 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.
17. Payment of such supplementary pension benefits shall be accomplished by unfunded payments directly from the Company or Participating Employer 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:
18. 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 and all Affiliated Employers, or
19. 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 or an Affiliated Employer 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
20. 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
21. a term certain annuity for 120 months, or 180 months.
22. Supplementary Profit Sharing Benefits
23. 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.
24. The amount of such supplementary profit sharing benefits shall be an amount equal to the difference between the aggregate amount of employer contributions and forfeitures which would have been allocated to the Participant's account in the Profit Sharing Plan or to the employer's 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 U.S. Bank, 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.
25. With respect to a Participant who has served in the employ of the Company and of a Participating Employer, separate bookkeeping Accounts will be maintained by each employer to reflect the bookkeeping accruals attributable to the service of the Participant with each employer.  Supplementary profit sharing benefits accrued by a Participant while in the employ of the Company will be the sole obligation of the Company, and supplementary profit sharing benefits accrued by such Participant while in the employ of a Participating Employer will be the sole obligation of the Participating Employer.  Neither employer shall have any liability for the portion of supplementary profit sharing benefits accrued by the Participant while in the employ of the other employer.
26. Payment of such supplementary profit sharing benefits shall be accomplished by unfunded payments directly from the Company or Participating Employer to the Participant or the Beneficiary (as the case may be) in one of the following methods:
27. in annual installments to commence on about March 15th of the year following the year in which the Participant's service with the Company and all Affiliated Employers 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 Payment Date | Portions of Participant's Account To Be Paid
|--------------------------------- | --------------------------------------------
|1st                               | 1/9                                         
|2nd                               | 1/8                                         
|3rd                               | 1/7                                         
|4th                               | 1/6                                         
|5th                               | 1/5                                         
|6th                               | 1/4                                         
|7th                               | 1/3                                         
|8th                               | 1/2                                         
|9th                               | Remainder                                   

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

It shall be the obligation of any Participant under this Section 4.3 hereof to keep the Company and any Participating Employer advised of his current address and neither employer shall have any obligation to commence payout of such Participant's Account unless and until it shall have received the written request therefor specifying his current address.  Any benefits under this Article IV shall be distributed in accordance with Section 4.4 upon the Participant's death while in the Company's or the Participating Employer's employ or upon his death after termination of employment with the Company or a Participating Employer.  If payments have already commenced at the time of the Participant's death, they shall continue in accordance with the method of payment then in effect under Section 4.4, subject to the Company's continuing right in its sole discretion to approve of another payment plan under Section 4.4(b).



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.
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).



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 or a Participating Employer.  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.
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 or a Participating Employer 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.
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 or any Participating Employer, limiting in any way the right of the Company or any Participating Employer to terminate the Participant's employment at any time, evidencing any agreement or understanding, express or implied, that the Company or any Participating Employer 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 or a Participating Employer.
4. All payments hereunder shall be paid in cash from the general funds of the Company and all Participating Employers 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 or any Participating Employer 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 or any Participating Employer, and any Participant or Beneficiary.  To the extent that any person acquires a right to receive payments from the Company or any Participating Employer under this Plan, such right shall be no greater than the right of an unsecured creditor.
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. Neither the Company, the Participating Employers, nor any officer or director of the Company, any Participating Employer or any other person shall be liable for any act or failure to act hereunder, except for gross negligence or fraud.
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.
8. The claims procedure provided in the Profit Sharing Plan shall apply in full to this Excess Benefits Plan.