EXHIBIT 10.3

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

(As Amended and Restated as of January 1, 2003)

OshKosh B'Gosh, Inc. (the "Company") maintained the OshKosh B'Gosh, Inc. Profit Sharing Plan (the "Profit Sharing Plan"), a tax-qualified deferred profit sharing plan, which effective January 1, 1989 was amended to exclude certain classes of employees formerly eligible from participation therein including the President, all Vice Presidents and any employee whose title included designation as a director of a particular aspect of the Company's business (the "Excluded Key Employee Group"), which exclusion was continued until January 1, 1995 (the period from January 1, 1989 to January 1, 1995 being hereafter referred to as the "Exclusion Period"), and





1. the Company hereby amends and restates the Non-Qualified Plan, effective as of January 1, 2003, as follows:

1. Objectives
2. Bookkeeping Accounts
3. For each Plan Year from and after January 1, 1989, for which a Participant would have received an allocation of Company contributions or forfeitures or both under the terms of the discretionary contribution component of the 401(k) Plan (or, for years prior to 2003, the Profit Sharing Plan) if such Participant had not been excluded therefrom and for each Plan Year from and after January 1, 1999, for which a Participant would have qualified for an allocation of Company contributions or forfeitures under the terms of the discretionary contribution component of the 401(k) Plan (or for years prior to 2003, the Profit Sharing Plan) but for the Participant Compensation Ceiling (the "Prevented Allocations"), such Participant's Account shall be credited with a dollar amount equal to such Prevented Allocations.
4. For each Plan Year from and after January 1, 1989 and prior to January 1, 2003, for which a Participant's Account has been credited with Prevented Allocations, such Account shall also be adjusted to reflect the additions or subtractions that would have resulted from actual investment experience under the Profit Sharing Plan had the Prevented Allocations been made under that Plan (the "Prevented Investment Adjustments").
5. For each Plan Year from and after January 1, 2003, each Participant's Account shall be adjusted to reflect the additions or subtractions that would have resulted from the investment directions given by each Participant under this Non-Qualified Plan or in the absence of any such directions, the additions or subtractions that would have resulted from the default investment directions specified by the Company.  From and after January 1, 2003, each Participant shall have the right to give investment directions for his or her Account from among the same investment options that are available from time to time under the Company's 401(k) Plan, in accordance with such rules as the Company may establish.  Each Participant shall be solely responsible for his or her investment directions and the Company shall have no responsibility or liability therefor.  Any Account balances remaining unpaid after the Participant's death may be subject to investment direction by the Beneficiary in the same manner as the Participant could have directed, subject to such rules as the Company may establish.  Any reference to 'Prevented Investment Adjustments' from and after January 1, 2003 shall mean and refer to the additions and subtractions arising from the application of this paragraph 2(b)(ii).
6. With respect to a Participant who has served in the employ of the Company and of a Participating Employer, separate bookkeeping Accounts will be maintained by each employer to reflect the bookkeeping accruals attributable to the service of the Participant with each employer.  Benefits accrued by a Participant while in the employ of the Company will be the sole obligation of the Company, and benefits accrued by such Participant while in the employ of a Participating Employer will be the sole obligation of the Participating Employer.  Neither employer shall have any liability for the portion of benefits accrued by the Participant while in the employ of the other employer.
7. In annual installments, to commence on or about March 15th of the year following the year of termination of service with the Company and all controlled group members, with one-tenth of the balance in the Account becoming then payable and with the remaining installments being paid on each anniversary thereof according to the following schedule:



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

6.	Claims Procedure.  The claims procedure in the 401(k) Plan (or, for years prior to 2003, the Profit Sharing Plan) shall apply in full to this Non-Qualified Plan.

7.	Company or Committee to Administer.  The Company or the retirement committee described in the 401(k) Plan shall have full and complete discretionary power and authority to construe and interpret this Non-Qualified Plan and to resolve all questions hereunder.  Neither the Company, the Participating Employers, nor any member of the retirement committee or any other person shall be liable for any act or failure to act hereunder, except for gross negligence or fraud.

8.	Unsecured Creditor.  To the extent that any person acquires a right to receive payments from the Company or a Participating Employer under this Plan, such right shall be no greater than the right of an unsecured creditor.

1. Amendment or Termination

EXHIBIT A

The following is a listing of employees currently (as of January 1, 2003) participating in the Oshkosh B'Gosh, Inc. Executive Non-Qualified Profit Sharing Plan:

(LIST)