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      DEFINITIONS1

                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



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               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 Rollover21


              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





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              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



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                                      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.






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                                       CHAPTER I

                                      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 and 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(m) and any other entity
                        required to be aggregated with the Employer under
                        Code Sections 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 of more
                        than 500 Hours of Service with the Employer or
                        Affiliated Employers.


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                        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 decision of the
                        majority.  All rules and 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

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                        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 accrued 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, 1988, 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

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                        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 prior
                        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 of 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.


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                   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 not
                        receiving any commissions (and if any portion of an
                        otherwise eligible employee s pay is directly
                        related to sales volume, such individual shall be
                        considered an employee receiving commissions and
                        hence excluded). By amendment to the Plan effective
                        January 1, 1989, certain classes of employees were
                        excluded from the Plan (the  Excluded Group ). 
                        Individuals who were in the Excluded Group with an
                        undistributed account under the Plan as of July 1,
                        1989 became 100% vested as of that date, regardless
                        of their years of vesting service, notwithstanding
                        any other provision of this Plan.  No further
                        Employer contributions of forfeitures shall be
                        allocated to the accounts of Participants in the
                        Excluded Group after January 1, 1989, for so long
                        as such individuals remain in the Excluded Group
                        after January 1, 1989, but such account shall
                        continue to be adjusted for investment results of
                        the Trust Fund and become subject to distribution
                        in accordance with Chapter VII hereof.  Any
                        individual who was in the Excluded Group but who
                        again became an eligible Employee because of the
                        amendment of this Section as of January 1, 1995
                        shall be treated from and after that date the same
                        as any other eligible Employee hereunder and if any

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                        such individual is not already 100% vested, a
                        separate Regular Account shall be established for
                        such individual subject to the vesting schedule
                        under Section 6.02 and the other vesting provisions
                        of this Plan.

                        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 conicident 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 a 190 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

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                             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 or
                             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, and 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.


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                        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 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.


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                   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.





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                                       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 Contri-
                   butions 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 1.01l.) 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.



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                                      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.

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                                       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

             3/15/96                      12



                   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 any 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

             3/15/96                      13




                        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

             3/15/96                      14



                             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.



             3/15/96                      15



                                       CHAPTER V

                                 INVESTMENT OF ACCOUNTS

             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 specification 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 admini-
                   stering 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.



             3/15/96                      16



                                       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.


             3/15/96                      17





             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

             3/15/96                      18



                                  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.



             3/15/96                      19




                                      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 termi-
                        nates 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 has 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 or 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

             3/15/96                      20






                   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 dis-
                        tributed 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 at 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 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

             3/15/96                      21



                             distributions shall be made as if the spouse
                             had 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
                   liability under this Plan for Account distributions made
                   in the specified amount to a Participant's IRA in
                   accordance with such written request, regardless of 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

             3/15/96                      22




                        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 includible 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 limitations;

                             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.

             3/15/96                      23


                        (ii) Eligible Retirement Plan:  An Eligible
                             Retirement Plan is an individual retirement
                             account described in section 408(a) of the
                             Code, an individual retirement annuity
                             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(a) 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 Employees'
                             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 or former spouse.

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


             3/15/96                      24




                                      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 Employee:  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 Plan 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)(l) 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%.


             3/15/96                      25





                        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 accrued 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)) deter-
                             mined 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
                             Ration 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
                             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

             3/15/96                      26




                             the Code and the regulations thereunder.  The
                             account balances under a defined contribution
                             plan and the Present Value of accrued benefits
                             under a define 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 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 any 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 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


             3/15/96                      27



                        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 provide 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

             3/15/96                      28




                        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             Vested
                                  Service           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.






             3/15/96                      29





                                       CHAPTER IX

                                 ADJUSTMENT OF ACCOUNTS

             9.01  Allocation of Trust Earnings.  As of each Valuation
                   Date, 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.







             3/15/96                      30






                                       CHAPTER X

                               DESIGNATION OF BENEFICIARY

             10.01 Beneficiary Designation.  Each Participant may name, or
                   change the name of his Beneficiary(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.

             10.02 Priority if no Designated Beneficiary.  If there is no
                   Beneficiary designation form on file, or if the desig-
                   nated 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.












             3/15/96                      31






                                      CHAPTER XI

                                 AMENDMENT OF THE PLAN

             11.01 Amendment 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.

             3/15/96                      32




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

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

             11.02 Conformance 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.

             11.03 Right 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 termi-
                   nation) will then become 100% Vested in his Accounts. 
                   In the event that the Plan is terminated or contribu-
                   tions are discontinued as provided above, all distribu-
                   tions 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.

             11.04 Merger, 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 immedi-
                   ately after such action (if the Plan was then termi-
                   nated) 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.








             3/15/96                      33





                                      CHAPTER XII

                                    CLAIMS PROCEDURE

             12.01 Written 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.

             12.02 Claim 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.

             12.03 Request for Review of Denial.  The Participant or Bene-
                   ficiary(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.

             12.04 Decision 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.


             3/15/96                      34





             12.05 Additional 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 Benefi-
                   ciary(ies) will be informed by the Committee, in
                   writing, of the need for such additional time prior to
                   the date such extension begins.







             3/15/96                      35







                                      CHAPTER XIII

                                MISCELLANEOUS PROVISIONS

             13.01 Reversion 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.

             13.02 Equitable 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.

             13.03 Reasonable 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.

             13.04 Indemnification.  To the extent permitted by law, the
                   Employer will indemnify each member of the Committee and

             3/15/96                      36






                   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.

             13.05 Protection 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.

             13.06 Protection 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 from 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).

             13.07 Adoption 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 what-
                   ever 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.

             13.08 Assignment of Benefits.  A Participant's interest in
                   this Plan may not be assigned or alienated, either
                   voluntarily or involuntarily.  This shall not preclude
<PAGE>






                   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 requir-
                   ing deduction from the benefits of a Participant for
                   alimony, child support, or marital property payments.


             3/15/96                      37
<PAGE>













                        Notwithstanding any restrictions on the timing of
                        distributions and withdrawals under this Plan,
                        distri-bution 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)).

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

             13.10 Authentication.  The Employer, Committee, Plan Adminis-
                   trator and Trustee will be fully protected in acting and
                   relying upon such certificate, affidavit, document or
<PAGE>






                   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

             3/15/96                      38




                        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.

             13.11 Not 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.

             13.12 Appointment 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.

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

             13.14 Interpretation.  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.

             13.15 Plural 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.

             13.16 Headings.  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.

             13.17 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.

             13.18 Unclaimed 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

             3/15/96                      39




                   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.







             3/15/96                      40







                                      CHAPTER XIV

                    EMPLOYER STOCK SAVINGS ACCOUNTS AND INVESTMENTS

             14.01 Stock 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.

             14.02 Employer 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).

             14.03 Distributions from Stock Savings Accounts.  To the
                   extent Employer Stock is held in Participants' 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).

             14.04 Employer 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.






             3/15/96                      41