OSHKOSH B'GOSH, INC.
Officers Medical and Dental Reimbursement Plan
(amended and restated to include Amendments
through February 21, 2001)



		OSHKOSH B'GOSH, INC., a Delaware corporation
(hereinafter referred to as the "Corporation") hereby
establishes this Officers Medical and Dental Reimbursement Plan
(hereinafter referred to as the "Plan") for the benefit of
certain of its officer-employees as more fully set forth below.

		1.	Purpose.	The purpose of this Plan is to
encourage and insure full and complete health care for the
welfare of each covered employee, his or her spouse and
dependents.

		2.	Coverage.	This Plan is for the benefit of those
employees of the Corporation who from time to time hold any of
the following elective offices:  Chairman of the Board,
President, Executive Vice President, Vice President of Finance
and Vice President - Domestic Licensing; provided such
officer/employee is not eligible for hospital or medical
insurance benefits under the Medicare provisions of the federal
social security laws.

		3.	Reimbursement for Expenses.

	a)	Effective March 1, 1978, and as to
certain employees, January 1, 1978, the
Corporation will pay the entire cost of each
covered employee's premium under the
Corporation's group medical insurance,
including that portion of the premium
attributable to the group term life
insurance provided thereunder (not to exceed
$50,000 of life insurance).

	b)	Effective May 1, 1978, the
Corporation will reimburse the covered
employees of the Corporation for all
expenses incurred by such employees of the
Corporation for dental care, psychiatric
care, optometric expenses, hospital charges,
nursing care, drugs and prescriptions,
medical related transportation expense,
health and accident insurance, as well as
other medical care (to the extent allowable
under and as defined in Section 213 of the
Internal Revenue Code as amended) of such
employees, their spouse, and dependents (as
defined in Section 152 of the Internal
Revenue Code, as amended) to the extent that
such expenses are not reimbursable or
payable under any other plan in effect on
such date.

	c)	The Corporation may, in its
discretion, pay any or all of the above-
described expenses directly in lieu of
making reimbursement therefor. In such
event, the Corporation shall be relieved of
all further responsibility with respect to
that particular expense.

	d)	The reimbursement to, or the
payment on behalf of any one covered
employee, including his spouse and his
dependents, shall be subject to an annual
aggregate limit of $25,000.

	e)	Each covered employee who applies
for reimbursement under this Plan shall
submit to the Corporation all
hospitalization, doctor, dental or other
medical bills, including premium notices for
accident or health insurance, for
verification by the Corporation prior to
payment.  A failure to comply herewith may,
at the discretion of the Corporation,
terminate the right to reimbursement of such
covered employee.

		4.	Other Insurance.	Reimbursement under this Plan
shall be made by the Corporation only in the event and to the
extent that such reimbursement or payment is not provided for
under any insurance policy or policies, whether owned by the
Corporation or the covered employee, or under any other health
and accident plan. In the event that there is such a policy or
plan in effect providing for reimbursement or payment in whole
or in part, then to the extent of the coverage under such policy
or plan the Corporation shall be relieved of any liability
hereunder.

		5.	Termination.	This Plan shall be subject to
termination at any time hereafter by action of the Board of
Directors of the Corporation; provided, that such termination
shall not affect any right to claim reimbursement for medical
and dental expenses under the provisions of this Plan arising
prior to such termination.


		6.	ERISA Information.	This Plan document shall
constitute the summary plan description required by the Employee
Retirement Income Security Act of 1974 ("ERISA").  Pursuant to
the requirements of such law, the following information is
provided:

	a)	The sponsor and plan administrator of this
Plan is the Corporation, 112 Otter Avenue, Oshkosh,
Wisconsin 54901 (phone: 920- 231-8800).  The
Corporation's federal tax identification number is 39-
0519915.  The Corporation is the agent for service of
legal process. The Plan is operated on a calendar year
basis.

	b)	Paragraph 3(e) of this Plan describes the
procedure for claiming benefits.  If a claim is
denied, the Corporation will provide a notice
containing specific reasons for the denial, references
to the pertinent Plan provisions, a description of any
additional information needed to perfect the claim and
an explanation of the claim review procedure. If a
participant wishes to appeal a denial of benefits, he
must submit a written request for review to the
Corporation within 60 days of his receipt of the
notice of denial.  Such request should include any
comments and data the participant believes are
relevant to the review.  The Corporation will make a
written decision on the appeal, including the reasons
for the decision and references to the pertinent Plan
provisions, and a copy will be sent to the
participant.

	c)	A participant in the Plan is entitled to
certain rights under ERISA.  He may examine, without
charge, at the Plan Administrator's office and at
other specified locations, all documents governing the
Plan, including the latest annual report (Form 5500
series) filed by the Plan with the U.S. Department of
Labor and available at the Public Disclosure Room of
the Pension and Welfare Benefit Administration.  He is
also entitled to receive a summary of the Plan's
annual financial report.  The Plan Administrator is
required by law to furnish each participant with a
copy of this summary annual report.  He may obtain
copies of all plan documents and other plan
information upon written request to the Corporation.
The Corporation may make a reasonable charge for the
copies.  He may file suit in federal court if any
materials requested to which he is entitled are not
received within 30 days, unless the same were not sent
because of matters beyond the control of the
Corporation.  The court has the discretion to require
the Corporation to pay up to $110 for each day's delay
until the materials are received.

	(d)	In addition to creating rights for Plan
participants, ERISA imposes obligations on the persons
responsible for the operation of a plan
("fiduciaries").  Fiduciaries must act solely in the
interest of Plan participants and must act prudently.
Fiduciaries who violate ERISA may be removed and
required to make good any losses they caused the Plan.

	(e)	If a participant's claim for a benefit is
denied or ignored, in whole or in part, he has the
right to know why this was done, to obtain copies of
documents relating to the decision without charge, and
to appeal any denial, all within certain time
schedules.

	(f)	The Corporation may not discriminate against
a participant to prevent him from obtaining a benefit
or exercising his rights under ERISA.  If a
participant is improperly denied a benefit, he may
file suit in state or federal court.  If he wins his
case, the court may order the other party to pay the
costs and legal fees.  If he loses, the court may
order him to pay such items, for example, if it finds
his claim frivolous.

	(g)	If a participant has questions about the
Plan, he should contact the Plan Administrator.  If he
has any questions about this statement or about his
rights under ERISA, or if he needs assistance in
obtaining documents from the Plan Administrator, he
should contact the nearest Office of the Pension and
Welfare Benefits Administration, U.S. Department of
Labor, listed in the telephone directory or the
Division of Technical Assistance and Inquires, Pension
and Welfare Benefits Administration, U.S. Department
of Labor, 200 Constitution Avenue N.W., Washington,
D.C.  20210.  He may also obtain certain publications
about his rights and responsibilities under ERISA by
calling the publications hotline of the Pension and
Welfare Benefits Administration.