EXHIBIT 10.3


                      OSHKOSH B'GOSH, INC.
                       PROFIT SHARING PLAN

                   EFFECTIVE: JANUARY 1, 1994


                      OSHKOSH B'GOSH, INC.
                       PROFIT SHARING PLAN
                        TABLE OF CONTENTS

Chapter                                                Page

INTRODUCTION

I.   DEFINITIONS

II.  ELIGIBILITY AND PARTICIPATION                     10

     2.01 Eligibility                                  10
     2.02 Re-employment                                10
     2.03 Exclusion of Collective Bargaining
          Employees                                    10
     2.04 Change in Participant Status                 10
     2.05 Employees Not in Eligible Class              10

III. CONTRIBUTIONS AND ALLOCATIONS                     11

     3.01 Determination of Employer Contributions      11
     3.02 Allocation of Employer Contributions
          and Forfeitures                              11

IV.  CONTRIBUTION LIMITATIONS                          12

     4.01 Definitions                                  12
     4.02 Maximum Annual Additions                     13
     4.03 Reduction of Annual Additions                13
     4.04 Limitations if Participant in Other Plan(s)  14

V.   INVESTMENT OF ACCOUNTS                            15

     5.01 Funding Policy                               15
     5.02 Employee Direction of Investments            15
     5.03 Expenses                                     15

VI.  VESTING OF ACCOUNTS                               16

     6.01 100% Vesting Situations                      16
     6.02 Vesting Schedule                             16
     6.03 Bad-Boy Provision                            16
     6.04 Forfeitures                                  16
     6.05 Resumption of Participation                  18

VII. PAYMENT OF BENEFITS                               19

     7.01 Commencement of Benefits                     19
     7.02 Form of Payment                              19
     7.03 Incidental Death Benefits                    19
     7.04 Transfers                                    21
     7.05 Distribution of Small Amounts                21
     7.06 Direct Rollover                              21

VIII.TOP-HEAVY PROVISIONS                              24

     8.01 Provisions Will Control                      24
     8.02 Definitions                                  24
     8.03 Minimum Allocation                           27
     8.04 Nonforfeitability of Minimum Allocation      27
     8.05 Minimum Vesting Schedules                    28
     8.06 Compensation Limitation                      28

IX.  ADJUSTMENT OF ACCOUNTS                            29

     9.01 Allocation of Trust Earnings                 29
     9.02 Allocation of Employer Contributions
          and Forfeitures                              29

X.   DESIGNATION OF BENEFICIARY                        30

     10.01 Beneficiary Designation                     30
     10.02 Priority if no Designated Beneficiary       30

XI.  AMENDMENT OF THE PLAN                             31

     11.01 Amendment by Employer                       31
     11.02 Conformance to Law                          32
     11.03 Right to Terminate                          32
     11.04 Merger, Consolidation, or Transfer          32

XII. CLAIMS PROCEDURE                                  33

     12.01 Written Claim                               33
     12.02 Claim Denial                                33
     12.03 Request for Review of Denial                33
     12.04 Decision on Review                          33
     12.05 Additional Time                             34

XIII.MISCELLANEOUS PROVISIONS                          35

     13.01 Reversion of Assets                         35
     13.02 Equitable Adjustment                        35
     13.03 Reasonable Compensation                     35
     13.04 Indemnification                             35
     13.05 Protection From Loss                        36
     13.06 Protection From Liability                   36
     13.07 Adoption of Rules and Procedures            36
     13.08 Assignment of Benefits                      36
     13.09 Mental Competency                           37
     13.10 Authentication                              37
     13.11 Not an Employment Contract                  37
     13.12 Appointment of Auditor                      37
     13.13 Uniform Treatment                           38
     13.14 Interpretation                              38
     13.15 Plural and Gender                           38
     13.16 Headings                                    38
     13.17 Expenses                                    38
     13.18 Unclaimed Accounts                          38

XIV. EMPLOYER STOCK SAVINGS ACCOUNTS AND INVESTMENTS   39

     14.01 Stock Savings Accounts                      39
     14.02 Employer Stock Defined                      39
     14.03 Distributions from Stock Savings Accounts   39
     14.04 Employer Stock Valuation                    39

                          INTRODUCTION

The name of this plan is the OshKosh B'Gosh, Inc. Profit Sharing
Plan.

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 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 1

                           DEFINITIONS

1.01 Unless the context requires otherwise, the capitalized terms
defined below will have the following meanings throughout   the
Plan:

     a.   Account is any or all of a Participant's Account(s) as
may be established by the Committee from time to time
to administer the Plan, depending upon the context of
the sentence in which it is used.  Account(s) shall
include:

          1.   Regular Account (the Account to which are credited
Employer Contributions and earnings thereon).

          2.   Employee Contributions Account (the Account to
which are credited voluntary Employee
Contributions are earnings thereon).

     b.   Affiliated Employer.  Means (i) each corporation which
is included as a member of a controlled group with the
Employer and trades or 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 and (ii) any other corporation not
described in clause (i) acquired by the Employer and
designated by it as an Affiliated Employer, except that
for purposes of the limitation on Annual Additions, the
term shall also include trades or businesses on the
basis of a more than 50% test rather than an 80% test.
Further, the term shall include any members of the same
"affiliated service group" within the meaning of
Code Section 414(n) or (o).

     c.   Anniversary Date is December 31.

     d.   Beneficiary is the person or entity designated in
Chapter X to receive any death benefits of a
Participant which become payable under the Plan.

     e.   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, which means a Plan Year in
which the Employee does not complete an aggregate or
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.

     f.   Code means the Internal Revenue Code of 1986, as
amended and as it may be amended.

     g.   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
delegate the authority to any one or more of its
members to take any 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 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.

     h.   Compensation means 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 the
Employer to the extent that the amounts are includable
in gross income (or such Compensation paid or accred
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 reimbursement or
other expense allowances, fringe benefits (cash and
noncash), moving expenses, deferred compensation and
welfare benefits.  In the Plan Year in which an
Employee becomes a Participant, for purposes of
allocating Employer Contributions, Compensation
includes only his Compensation after he becomes a
Participant under Chapter II.

          However, for any Plan Year beginning after December 31,
          1998, Compensation in excess of $200,000 (as adjusted
          as permitted under Code Section 401(a)(17) from time to
          time) shall be disregarded.  Further, in determining
          the Compensation of a Participant who is a highly
          compensated employee as defined in Code Section 414(q)
          for purposes of this dollar limitation, the family
          member aggregation rules of Code Section 414(q)(6)
          shall apply, except that in applying such rules, the
          term "family" shall include only the spouse of the
          Participant and any lineal descendants of the
          Participant who have not attained age 19 before the end
          of the Plan Year under consideration.  If the $200,000
          adjusted Compensation limit applies to a Participant
          and one or more family members under the rules of the
          preceding sentence, then any benefits affected will be
          adjusted by prorating the $200,000 adjusted limit among
          the affected individuals who are Participants pro rata
          to each such individual's Compensation determined
          without regard to the $200,000 adjusted limit.

          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 period 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 to the first Plan Year beginning on or after
          January 1, 1994, the OBRA `93 annual compensation limit
          is $150,000.

     i.   Contributions to the Plan by the Employer and the
Participant shall include:

          1.   "Employer Contributions" shall mean Employer
contributions made to the Plan.

          2.   "Employee Contributions" shall mean voluntary
Employee contributions made on an after-tax basis.

     j.   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

          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 One Year Break in
Service.

     k.   Effective Date of the Plan is January 1, 1952.  The
effective date of this amendment and restatement is
January 1, 1994.

     l.   Employee is any person employed directly by the
Employer and for whom the Employer pays Social
Security taxes and who is a salaried employee
covered by the Employer's security code
classification number 220, 320, 370, 710 (but only
if a regional sales manager), 750 or 850.

          Leased Employees (as defined in Code Section 414(n)
          shall not be included even though it is recognized that
          such leased employees shall be included for purposes of
          non-discriminatory testing under Code Section 410.

     m.   Employer is OshKosh B'Gosh, Inc. and any successor
     corporation or partnership 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.
     Due to the change of Essex Outfitters from a subsidiary to
     a division as of May 31, 1994, and notwithstanding the
     preceding sentence, Essex Outfitters shall be deemed an
     Employer as of June 1, 1994.  Employees of Essex
     Outfitters shall become Participants the first of the month
     coincident with or next following their satisfaction of the
     Plan's minimum age and service requirements after May
     31, 1994.  Such employees shall receive Years of Vesting
     Service credit for service prior to June 1, 1994.

          The Employer will be the named fiduciary as defined in
ERISA.

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

     o.   ERISA is the Employee Retirement Income Security Act of
1974, as amended.

     p.   Hours of Service means any of the following hours
(assuming a190 hour month for any Employee not paid on
an hourly basis who works one hour during the month):

          1.   Each Hour for which an Employee is directly or
indirectly 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 directly or
indirectly 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 of 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,

               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 work day during the leave.

               The Hours of Service to be credited under this
               paragraph 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.  Provided, however,
               the total number of Hours of Service credited by
               this paragraph shall not exceed 501.

               Hours of Service will be credited for employment
with other members of an Affiliated Employer.

               Hours of Service will also be credited for
employment with other members of an Affiliated Employer.

               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 the
               effective date of this restatement 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.

          q.   Normal Retirement Age is the date an Employee is
65 years old.

          s.   Participant is an Employee who has met the
eligibility requirements of Chapter II, or a
person who has an Account balance under this Plan.

          t.   Plan means the OshKosh B'Gosh, Inc. Profit Sharing
Plan as it may be amended from time to time.

          u.   Plan Administrator is OshKosh B'Gosh, Inc.

          v.   Plan Year is January 1 to December 31.

          w.   Suspense Account is the separate Account within a
Regular Account consisting of the forfeiture (under Section 6.02)
of a Participant who terminates employment and who returns to the
employ of the Employer before he incurs five One Year Breaks in Service.

          x.   Suspense Amount is the dollar amount of the non-
vested portion, if any, of a terminated Participant's Regular Account.
The crediting, if any, of Trust earnings to the Suspense Amount will
be determined by the Committee in a uniform and
nondiscretionary manner.

          y.   Trust means the OshKosh B'Gosh, Inc. Profit
Sharing Trust, as it may be amended from time to time.

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

          aa.  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.
Trust Fund may also include any assets transferred
to the Trust Fund from the qualified corporate
retirement trust of the Employer or any other
employer, if permitted by applicable law, and, if
permitted by the Committee, the individual
retirement account (as defined by the Internal
Revenue Code and referred to as "IRA" in the Plan
and Trust) of an Employee, or a distribution to a
Participant from the qualified corporate
retirement plan of the Employer or another
employer.

          bb.  Valuation Date is any date on which the market
valuation of the Trust Fund is made.  This
valuation must be made on each March 31st, June
30th, September 30th, and December 31st of the
Plan Year if there is a need to make a benefit
distribution as of such date, as determined by the
Committee.  If it desires, the Committee in its
discretion, may also instruct the Trustee to make
valuations at other times.

          cc.  Vested is that portion of an Account to which a
Participant has a nonforfeitable right.

          dd.  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 complete 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.

          ee.  Year of Vesting Service is any Plan Year, starting
with the Plan Year in which an Employee is hired by the Employer,
during which such Employee completes at least 1,000 Hours of Service.

                           CHAPTER II

                  ELIGIBILITY AND PARTICIPATION

     2.01 Eligibility.  On and after January 1, 1989, each
Employee shall become eligible to participate in the
Plan on the first day of the pay period coincident with
or next following his completion of both of the following requirements:

          a.   One Year of Eligibility Service following his most
recent Date of Employment; and

          b.   attainment of age 21.

     2.02 Re-employment.  Notwithstanding the provisions of
Section 2.01, any Participant who terminated employment
with the 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.

     2.03 Exclusion of Collective Bargaining Employees.  An
Employee who is covered by a collective bargaining
agreement to which the Employer is a party will not be
eligible to participate in this Plan unless that
collective bargaining agreement specifically provides
for coverage of such Employee under this Plan.  Also, a
Participant who becomes covered by a collective
bargaining agreement to which the Employer is a party
will not be eligible to share in any Employer
Contributions and forfeiture reallocations for any Plan
Year during which he is covered for the entire Plan
Year by that collective bargaining agreement, unless
such collective bargaining agreement specifically
provides to the contrary.

     2.04 Change in Participant Status.  In the event a
Participant is no longer a member of an eligible class
of Employees (as defined in Section 1.011.) and becomes
ineligible to participate, such employee will
participate immediately upon returning to an eligible
class of Employees.

     2.05 Employees Not in Eligible Class.  In the event an
employee who is not a member of the eligible class of
Employees (as defined in Section 1.011.) 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 AND ALLOCATIONS

     3.01 Discretionary Employer Contributions.  This Plan is
intended to be a discretionary contribution plan, not
dependent upon the existence of Employer profits,
pursuant to Code Section 401(a)(27).  Notwithstanding
the preceding, this Plan shall be treated as a profit
sharing plan for purpose of Code Sections 401(a), 402,
412, and 417.

          The Employer agrees to pay to the Trustee with respect
          to each Plan Year such amount, if any, as may be
          determined by the Board of Directors of the Employer
          each year.  The Employer's contribution for any
          particular Plan Year shall not exceed the amount
          (including the amount of any credit-carryovers from
          prior years available to the Employer) which the
          Employer may lawfully deduct for federal income tax
          purposes.

          Employer contributions shall be made before or as soon
          as reasonably possible after the close of the
          Employer's fiscal year, without interest and within the
          time limit for deductibility thereof by the Employer as
          specified by the Internal Revenue Code.

     3.02 Allocation of Employer Contributions and Forfeitures.
Except as provided in Section 6.04, the Employer
contributions shall be allocated to the Regular
Accounts of all Participants who are Employees on the
last day of the Plan Year or who terminated employment
during the Plan Year due to death, retirement (on or
after either the attainment of age 65, or the
attainment of age 60 and the completion of 10 years of
Vesting Service) or disability, in the proportion that
the Compensation of each such Participant bears to the
total Compensation of all such Participants.  Any
forfeitures which become reallocable during the Plan
year under any other provision of this Plan shall be
applied to reduce the amount of Employer contributions
otherwise determined for such Plan Year.  To the extent
any unapplied balance of forfeitures remain, the same
shall be similarly applied as soon as possible in the
immediately following Plan years.  On the effective
date of any total termination of the Plan or complete
discontinuance of any contributions to the Trust, any
unapplied forfeitures shall be allocated to the Regular
Accounts of all Participants who are Employees on such
effective date pro rata to Compensation as provided
above.

                           CHAPTER IV

                    CONTRIBUTION LIMITATIONS

     4.01 Definitions.  For purposes of this Chapter IV only, 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; and

          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 service and which produced 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 amounts from Participants who
               quit before retirement.  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
               or a percentage of profits, commissions on
               insurance premiums, tips and bonuses) and
               excluding the following:

               a.   Employer contributions to a plan or 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).

     4.02 Maximum Annual Additions.  The maximum amount of Annual
          Additions which can be made to the Combined Accounts of
          a Participant for an Limitation Year is equal to the
          lesser of:

          a.   25% of his Total Compensation for that period; or

          b.   $30,000 (or such other dollar amount as is
specified annually by the Secretary of the Treasury, or his
delegate or any other Federal law or regulations).

     4.03 Reduction of Annual Additions.  If the Annual Additions
          to any Participant's Combined Accounts exceed this
          maximum for any Limitation Year, the Committee will
          reduce the amount of his Annual Additions in the
          following order of priority until the Annual Additions
          equal the maximum allowed:

          a.   First, any amounts of voluntary Employee
Contributions shall be returned, to the extent
required, to the Participant.

          b.   Second, the forfeitures credited to his Account
               for the Limitation year will be reallocated to the
               appropriate Accounts of all other Participants to
               the extent required, in the same manner as the
               other forfeitures for the Limitation Year.

          c.   Third, and subject to Section 4.02, Employer
Contributions shall be reallocated to other
Participants covered by the Plan in that
Limitation Year.

     4.04 Limitations if Participant in Other Plan(s).  If a
          Participant is also a participant in a Defined Benefit
          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 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 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 benefits under such Defined Benefit
          Plans will be reduced to the extent required so that
          the total of such fractions equals 1.0.

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

     5.02 Employee Direction of Investments.  The Committee may,
          in its discretion, direct the Trustee to establish
          "separate investment funds" within the Trust Fund
          according to Committee specifications for the
          investment of Accounts.  The Committee will then
          establish uniform, nondiscriminatory rules permitting
          each Participant to direct the percentage of his
          Account(s) to be invested in each of these separate
          investment funds.  Any such written direction will
          remain in effect for a Participant until it is replaced
          by his subsequent written direction filed with the
          Committee.

          The Committee may also provide for the transfer of
          funds within an Account from one separate investment
          fund to another under uniform rules established by the
          Committee.

          If a Participant makes no written direction under this
          provision, the Committee will direct the Trustee to
          place 100% of his Account(s) in a separate investment
          fund chosen by the Committee under uniform
          nondiscriminatory rules.

     5.03 Expenses.  The Employer 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.

                           CHAPTER VI

                       VESTING OF ACCOUNTS

     6.01 100% Vesting Situations.  A Participant will be fully
          (100%) Vested in his Regular Account upon the
          occurrence of any of the following events; provided
          such event occurs while he is an Employee:

          a.   either his attainment of his Normal Retirement
Age, or his attainment of age 60 and the completion of 10 Years
of Vesting Service;

          b.   his death;

          c.   his total and permanent disability as determined
               by a physician selected by the Committee.  For
               purposes of this paragraph, a Participant will be
               considered totally and permanently disabled if he
               incurs a mental or physical disability 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

          d.   the termination (either full or partial) of this
               Plan or the complete discontinuance of Employer
               contributions to this Plan, provided however, that
               in the event of a partial termination, only those
               Participants to whom the partial termination
               applied will be 100% Vested.

     6.02 Vesting Schedule.  A Participant who is not yet fully
          vested under Section 6.01 will be vested (subject to
          Section 6.03) in his Regular Account according to the
          following vesting schedule:

             Years of
          Vesting Service                    Vested Percentage

          Less than 3                                  0%
          3 or more                                    100%

     6.03 Bad-Boy Provision.  Prior to his eligibility for full
          vesting under Section 6.01, and whether or not he is
          eligible to be vested in his regular account under
          Section 6.02, a participant with fewer than 5 years of
          vesting service will have no vested interest in his
          Regular Account if prior to or after his termination of
          employment with the Employer, he commits an act which
          would constitute a crime against the Employer under
          Federal law or the laws of the State of Wisconsin.

     6.04 Forfeitures.  As to any Participant who terminates
          employment with the Employer and all Affiliated
          Employers prior to his Retirement Date or earlier
          death, and prior to becoming fully vested in his
          Account:

          a.   If distribution of the vested portion of such a
               Participant's Regular Account is not made until
               after he incurs a Break in Service, then the
               unvested portion of his Account shall be forfeited
               as of the Anniversary Date of the last Plan Year
               in such Break in Service and reallocated as
               provided in Section 3.02 hereof.

          b.   If such Participant receives distribution of the
               vested portion of his Regular Account (and his
               Employee Contributions Account, if any)prior to
               incurring a break in service, then that part of
               his Account in which he is not vested at the date
               of such distribution shall be considered a
               forfeiture as of the date of distribution and
               shall be reallocated as provided in Section 3.02
               hereof as of the Anniversary Date of the Plan Year
               in which the distribution occurs.  A Participant
               with no vested interest in his Regular Account at
               his termination shall be deemed to have received a
               distribution as of his date of termination.

          c.   The number of Years of Vesting Schedule Service of
               a terminated Participant who incurs a Break in
               Service shall not thereafter be increased for
               purposes of measuring his vested interest in his
               Regular Account as it exists at the end of such
               Break in Service.

          d.   If a Participant terminates his employment with
               the Employer before he is fully Vested in his
               Regular Account, receives a distribution and he is
               later rehired by the Employer before he incurs
               five One Year Breaks in Service, the Committee
               will instruct the Trustee to create a Suspense
               Account for him (prior to any allocations under
               Section 3.02) in an amount equal to the forfeiture
               specified in 6.04(b) above.  Then, if he is not
               fully vested in his Regular Account when he
               subsequently terminates his employment with the
               Employer, the value of his Regular Account will be
               calculated according to Sections 6.02 or 6.03, and
               the value of his Vested Suspense Account will be
               calculated by multiplying the balance of the
               Suspense Account by the ratio of:

                    i.   the difference between the Vested
                         percentage under Sections 6.02 or 6.03
                         and the prior Vested percentage.  The
                         prior Vested percentage shall mean the
                         Vested percentage at the prior
                         termination date; and

                    ii.  the difference between 100% and the
                         prior Vested percentage.

          e.   Any amounts which must be restored to a
               rehired Participant's Suspense Account pursuant to
               the foregoing shall first come out of forfeitures
               and Employer Contributions which would otherwise
               be applied pursuant to subsection 3.02 for the
               Plan Year in which the restoration is made, and
               only thereafter and to the extent necessary, by a
               special Employer contribution made solely for this
               purpose.

     6.05 Resumption of Participation.

          a.   Except as otherwise provided in paragraph (b)
               below, upon re-employment of any Participant a new
               Account shall be created to which all allocations
               of contributions and forfeitures after he is re-
               employed shall be made.  If a Participant had any
               vested interest in his Regular Account at his
               termination, all his Years of Vesting Service
               shall be aggregated to determine the Participant's
               vested interest in such new Regular Account.  If
               the Participant terminated employment prior to
               being credited with any vested interest and incurs
               a Break in Service, only his years of Vesting
               Service after his re-employment shall be used to
               determine his vested interest in such new Regular
               Account.

          b.   If a Participant is re-employed before incurring
               a Break in Service without having received
               distribution of the vested portion of his Regular
               Account, then any subsequent allocations of
               Employer contributions and forfeitures may be made
               to the same Account, and the Participant's vested
               interest in such Account shall be determined under
               Sections 6.02 or 6.03 based upon his Years of
               Vesting Service both before and after his re-
               employment.

                           CHAPTER VII

                       PAYMENT OF BENEFITS

     7.01 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;

          b.   the last day of the Plan Year in which he
terminates his employment with the Employer.

          A Participant may not defer the commencement date of
          his benefit payments beyond the April 1st following the
          calendar year in which he attains age 70 1/2 even if he
          is still employed.

          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 as 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.

     7.02 Form of Payment.  All distributions under this Plan
          will be made in one, or a combination of, the following
          forms, as selected by the Participant of his
          Beneficiary:

          a.   By payment in a series of substantially equal
installments not less frequently than annually;

          b.   By payment in a lump sum.

          Distributions will be based on the Account values as of
          the most recent Valuation Date.

     7.03 Incidental Death Benefits.  Regardless of any statement
          to the contrary, the ability of any Participant or
          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 Regulation Section 1.401(a)(9)-2.

          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 as 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
               distributions 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 that 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
                    has been the Participant.

          d.   For purposes of 7.04c. 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.

     7.04 Transfers.  In addition to the other methods of
          distribution described in this chapter, the Committee
          may direct the Trustee to make distribution of Account
          balances under this Plan directly to the IRA of a
          Participant, if such Participant files a written
          request to the effect with the Committee and such
          distribution is permitted by law.  To the extent
          permitted by applicable law, neither the Employer, the
          Committee, the Plan Administrator, nor the Trustee will
          incur any adverse tax consequences which may be
          incurred by the Participant as a result of such
          distribution.

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

     7.05 Distribution of Small Amounts.  Notwithstanding the
          other provisions of this Chapter VII, if the vested
          portion of all of the Accounts of a Participant who
          terminates, retires, or dies does not exceed $3,500 (or
          such other sum as may be permitted from time to time by
          applicable governmental regulations) as of the
          Valuation Date preceding the Participant's termination,
          such vested interest shall be distributed in the form
          of a single sum cash distribution as soon as
          practicable following the Participant's termination.

     7.06 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 limitation;

                    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(b) of the
                              Code, an annuity plan described in
                              section 403(a) of the Code, or a
                              qualified trust described in
                              section 401(s) 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 Employee's
                              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 and
                              former spouse.

                         (iv) Direct Rollover: A Direct Rollover
                              is a payment by the Plan to the
                              Eligible Retirement Plan specified
                              by the Distributee.

                          CHAPTER VIII

                      TOP-HEAVY PROVISIONS

     8.01 Provisions Will Control.  If the Plan is or becomes
          Top-Heavy in any Plan Year beginning after December 31,
          1983, the provisions of Chapter VIII will supersede any
          conflicting provisions in the Plan.

     8.02 Definitions.  For purposes of this Chapter VIII the
          following definitions shall apply:

          a.   Key Employees: 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
                    50% of the amount in effect under Section
                    415(b)(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 Play 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.

          b.   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 Required
                    Aggregation Group and part of Permissive
                    Aggregation Group of plans and the Top-Heavy
                    Ratio for the Permissive Aggregation Group
                    exceeds 60%.

          c.   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 accred benefits
                    of all Key Employees as of the Determination
                    Date(s) (including any part of any accrued
                    benefit distribution in the 5-year period
                    ending on the Determination Date(s)), and the
                    denominator of which is the sum of all
                    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 Present Value of 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 the 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

                    i.   who is not a Key Employee but who was a
                         Key Employee in a prior year, or

                    ii.  who has not received any compensation
                         from 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 the
                    account balances and accrued benefits will be
                    calculated with reference to the
                    Determination Dates that fall within the same
                    calendar year.

               d.   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.

               e.   Required Aggregation Group:

                    1.   Each qualified plan of the Employer in
                         which at least one Key Employee
                         participates, and

                    2.   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.

               f.   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.

               g.   Valuation Date: December 31st of each Plan
                    Year, as of which account balances or accrued
                    benefits are valued for purposes of
                    calculating the Top-Heavy Ratio.

               h.   Present Value: Present Value shall be based
                    only on the interest and mortality rates
                    specified in the defined benefit plan.

     8.03 Minimum Allocation.

               a.   Except as otherwise provided in c. and d.
                    below, the Employer contributions and
                    forfeitures allocated on behalf of any
                    Participant who is not a key Employee shall
                    not be less than the lesser of three percent
                    of such Participant's Compensation or in the
                    case where the Employer has no defined
                    benefit plan which designates this plan to
                    satisfy Section 401 of the Code, the largest
                    percentage of Employer contributions, as a
                    percentage of the first $200,000 of the Key
                    Employee's Compensation, allocated on behalf
                    of any Key Employee for that year. The
                    minimum allocation is determined without
                    regard to any Social Security contribution.
                    This minimum allocation shall be made even
                    though, under other Plan provisions, the
                    Participant would not otherwise be entitled
                    to receive an allocation, or would have
                    received a lesser allocation in the year
                    because of the participant's failure to
                    complete 1,000 Hours of Service (or any
                    equivalent provided in the Plan).

               b.   For purposes of computing the Minimum
                    Allocation, Compensation will mean
                    Compensation as defined in Section 1.01h.

               c.   The provisions in a. above shall not apply to
                    any Participant who was not employed by the
                    Employer on the last day of the Plan Year.

               d.   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 and the Employer has
                    provided that the minimum allocation or
                    benefit requirement applicable to Top-Heavy
                    plans will be met in the other plan or plans.

     8.04 Nonforfeitability of Minimum Allocation.  The minimum
          allocation 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.

     8.05 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 or more                     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 account balances of any Employee who
          does not have an Hour of Service after the Plan has
          initially become Top-Heavy and such Employee's account
          balances 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 11.01c. of
          the Plan applies.

     8.06 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
          Employer contributions under the Plan.

                           CHAPTER IX

                     ADJUSTMENT OF ACCOUNTS

     9.01 Allocation of Trust Earnings. As of each Valuation
          Dated, the Committee will charge the Trustee to value
          the Trust at its fair market value and any gains or
          losses will be allocated to the Account of each
          participant in proportion to the value of each such
          Account as of the previous Valuation Date.  In making
          such allocations, the Committee will adjust the
          beginning or ending Account balances to reflect the
          amount and timing of any Employee Contributions,
          withdrawals, and benefit payments under uniform and
          nondiscriminatory rules established by the Committee.

     9.02 Allocation of Employer Contributions and Forfeitures.
          As of each Anniversary Date, the Committee will
          allocate Employer Contributions (and forfeitures, if
          any, which shall be used to reduce Employer
          Contributions) for the Plan Year ending on that
          Anniversary Date to the Regular Account of
          Participants.

                            CHAPTER X

                   DESIGNATION OF BENEFICIARY

     10.01Benficiary Designation.  Each Participant may name, or
          change the name of his Benificiary(ies) who will
          receive any death benefits payable to such
          Beneficiary(ies) under the Plan and Trust.  If the
          Participant designates someone other than his spouse as
          the primary Beneficiary, then the spouse must give
          written consent (witnessed by a Plan representative or
          notary public) to such designation.  To be effective, a
          Beneficiary designation form (available from the
          Committee) must be on file with the Committee on the
          Participant's date of death.

     10.02Priority 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 XI

                      AMENDMENT OF THE PLAN

     11.01Amendment by Employer.  The Employer may, by resolution
of the 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 the
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 the
Employer on the date such amendment is adopted (or
the date it is effective, if later) who has
completed at least three years of 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;

               1.   the date the amendment is adopted;

               2.   the date the amendment is effective;

               3.   the date written notice of the amendment is
given to the Participants.

               However, the failure to make an election described
above will not result in the forfeiture of any
benefits which are already Vested.

          d.   No amendment may reduce the Vested percentage of a
Participant.

          e.   No amendment may reduce the Account balance of a
Participant.

     11.02Conformance 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.

     11.03Right to Terminate.  The Board of Directors may, by
resolution, terminate the Trust and/or this Plan at any
time.  However, if the Plan is terminated (either
wholly or partially), or if there is a complete
discontinuance of Employer contributions to the Trust,
each Participant who is an Employee on the effective
date of such total Plan termination or complete
discontinuance of contributions (or, if a partial
termination, whose severance causes or is a  result of
such partial termination) will then become 100%
Vested in his Accounts.  In the event that the Plan is
terminated or contributions are discontinued as
provided above, all distributions will be made in
accordance with the provisions of Chapter VII and,
except as provided in Section 7.05, remaining Accounts
will continue to share in the experience of the Trust
Fund on each Valuation Date as provided in Section
9.01.

     11.04Merger, 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

                        CLAIMS PROCEDURE

     12.01Written 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.

     12.01Claim 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

          d.   an explanation of the claim procedure.

     12.03Request for Review of Denial.  The Participant or
Beneficiary(ies) will have 60 days from receipt of a
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.

     12.04Decision on Review.  The Committee will issue a
decision on such review within 60 days after receipt of
an application for review.

          The Plan Administrator 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 Plan
Administrator 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 Plan Administrator at the
time of such determination.

     12.05Additional Time.  The Committee may take additional
time, as  provided by government regulations, under this
Chapter XII, 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 XIII

                    MISCELLANEOUS PROVISIONS

     13.01Reversion of Assets.  This Plan and Trust are for the
exclusive benefit of the Employees of the Employer 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 the 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 Employer (or Employee, if such contributions
are attributable to Employee contributions) within
one year after such contributions were made.

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

          c.   In the event the Plan is terminated as provided
for in Chapter XI.

     13.02Equitable 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
upon all Participants and other parties in interest.

     13.03Reasonable 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 Employer, then the
Committee will readjust the Account of such Participant
to reflect only the "reasonable" compensation of said
Participant.

     13.04Indemnification.  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 ERISA)) 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.

     13.05Protection 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.

     13.06Protection From Liability.  To any extent allowed by
law, the Trustee, the Plan Administrator and the
Employer shall be free from all liability, joint or
several, for their acts, omissions, and conduct,
agents, designees and employees, 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 form 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
ERISA).

     13.07Adoption 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.

     13.08Assignment 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 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.

          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 a qualified domestic
relations order, 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)).

     13.09Mental Competency.  Every person receiving or claiming
benefits under the Plan and Trust will be presumed to
e 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 this 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
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 this 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.

     13.10Authentication.  The 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, to 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.

     13.11Not an Employment Contract.  This Plan and Trust will
not be construed as creating or modifying any contract
of employment between the Employer and the Employee.

     13.12Appointment 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 this Trust.

     13.13Uniform Treatment.  All interpretations made in
connection with this Plan and Trust are intended to be
exercised in a nondiscriminatory manner so that all
Employees in similar circumstances are treated alike.

     13.14Interpretation.  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.

     13.15Plural and Gender.  When appropriate, the singular
nouns in this 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.

     13.16Headings.  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.

     13.17Expenses.  The Employer 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.

     13.18Unclaimed Accounts.  Any account which is payable
without Participant consent in accordance with Article
VII, but which cannot be paid due to an inability to
locate the applicable Participant or Beneficiary, shall
be forfeited and reallocated in accordance with Section
4.03.  Prior to any forfeiture, the Plan Administrator
shall make reasonable attempts to locate the person
entitled to any distribution.  Any Account forfeited
pursuant to this Section 13.18 shall be restored and
paid to the applicable Participant or Beneficiary upon
the making of a valid claim by such person in
accordance with Plan Section 9.05.  The amount to be
restored shall equal the vested amount in the Account
as of the Valuation Date coincident with or immediately
preceding the forfeiture under Section 4.03, then from
the Employer's discretionary contribution for a Plan
Year, and finally, if necessary from a special one-time
Employer contribution made solely for this purpose.

                           CHAPTER XIV

         EMPLOYER STOCK SAVINGS ACCOUNTS AND INVESTMENTS

     14.01Stock Savings Accounts.  The Employer contribution and
forfeitures, if any, for the Plan Year ending December
31, 1990, and for each subsequent Plan Year shall be
allocated to Participants' Regular Accounts as provided
in Article III.  Any amounts accumulated in a
Participant's Stock Savings Account (pursuant to
Employer contributions and forfeitures, if any,
allocated on or after December 31, 1984 but before
January 1, 1990) will continue to be held in such
Account.  Any income, loss, appreciation, and/or
depreciation attributable to amounts held in Stock
Savings Accounts will be allocated only to such Stock
Savings Accounts.

     14.02Employer Stock Defined. For purposes of this Article
XIV, the term "Employer Stock" means any common stock
of Oshkosh B'Gosh, Inc.  The Trustee, or any investment
manager or any Special Investment Committee appointed
by the Employer under Section 2.05 or Section 2.06 of
the Trust, may invest up to 100% of the fair market
value of the Trust Fund in Employer Stock ("qualifying
employer securities" of the Company, as that term is
defined by ERISA).

     14.03Distributions from Stock Savings Accounts.  To the
          extent Employer Stock is held in Participant's Stock
          Savings Accounts, a terminating Participant shall be
          entitled to request, in writing on a form acceptable to
          the Plan Administrator, that the full value of his
          Stock Savings Account (or any portion thereof) that
          becomes distributable under Article VII be distributed
          in full shares of Employer Stock (any partial share
          will be paid in cash).

     14.04Employer Stock Valuation.  For purposes of any
          distribution under the Plan, valuation of the Stock
          Savings Account shall be made as of the Valuation Date
          coincident with or immediately preceding the date of
          distribution.  Valuation of any Employer Stock
          distributed pursuant to an election under Section 14.03
          shall be based on the closing price reported by NASDAQ
          on the last day immediately preceding the date of
          distribution during which a sale of the Employer Stock
          was completed.