EXHIBIT 10.4
                          	OSHKOSH B'GOSH, INC.

                          	EXCESS BENEFIT PLAN
           	(As Amended and Restated as of January 1, 2000)

                                	PREAMBLE

WHEREAS, OshKosh B'Gosh, Inc., a Delaware corporation (the
"Company"), has heretofore maintained the OshKosh B'Gosh, Inc.
Profit Sharing Plan (the "Profit Sharing Plan"), and the OshKosh
B'Gosh Pension Plan (the "Pension Plan") as tax-qualified
retirement plans for the benefit of its eligible employees and
their beneficiaries; and

WHEREAS, the Company has heretofore established the Oshkosh
B'Gosh, Inc. Excess Benefit Plan, effective as of January 1, 1983
(the "Excess Benefit Plan") to provide make whole benefits for
participants in either or both of the Profit Sharing Plan or the
Pension Plan which would have otherwise become payable thereunder
but for Section 415 of the Internal Revenue Code which places
certain limitations on the amount of annual additions to any
participant's account(s) in the Profit Sharing Plan, on the
amount of benefits receivable by any participant in the Pension
Plan and on the total combined amount of both such annual
additions and benefits receivable in the case of an individual
who is a participant in both such Plans; and

WHEREAS, effective as of January 1, 1989, Section 401(a)(17)
of the Internal Revenue Code limits the amount of annual
compensation which may be taken into account in the calculation
of contributions to such Plans; and

WHEREAS, effective January 1, 1989, the Company established
the Oshkosh B'Gosh Executive Non-Qualified Profit Sharing Plan
(the "Non-Qualified Plan") to provide benefits to certain
employees who were excluded from further participation in the
Profit Sharing Plan in an amount equal to the benefits such
excluded employees otherwise would have been entitled to under
the Profit Sharing Plan; and

WHEREAS, effective as of January 1, 1991, "accrued"
compensation is no longer included in the calculation of benefits
under the Pension Plan, or the calculation of contributions to be
credited under the Profit Sharing Plan or Non-Qualified Plan; and

WHEREAS, the Company wishes to maintain such levels of
retirement benefits for its employees who are eligible to
participate in the Profit Sharing Plan, the Pension Plan, or the
Non-Qualified Plan as would otherwise become payable, but for the
limitations under Sections 415 and 401(a)(17) of the Internal
Revenue Code, by means of supplementary unfunded payments made by
the Company under the Excess Benefit Plan as herein amended and
restated; and

WHEREAS, the Company wishes to maintain such levels of
retirement benefits for its employees who are eligible to
participate in the Pension Plan or the Non-Qualified Plan as
would otherwise become payable, but for the limitations related
to "accrued" compensation by means of supplementary unfunded
payments made by the Company under the Excess Benefit Plan as
herein amended and restated; and

WHEREAS, the Company wishes to make the Excess Benefit Plan
available to Affiliated Employers who become Participating
Employers hereunder;

NOW, THEREFORE, the Company hereby amends and restates the
Excess Benefit Plan as of January 1, 2000, upon the following
terms and conditions:

                           	ARTICLE I

                          	Definitions


1.1	"Account" shall mean the bookkeeping reserve account
for a Participant which shall be established by the
Company or a Participating Employer under Article IV
hereof solely as a device for determining the amount of
supplementary profit sharing benefits under either the
Profit Sharing Plan or Non-Qualified Plan which may
become payable thereunder.

1.2	"Actuarial Equivalent" shall have the same meaning as
used in the Pension Plan.

1.3	"Beneficiary" shall be any person or persons
(including, but not limited to, a trust) designated by
the Participant.  Such designation shall be effected by
filing written notification with the Company in the
form prescribed by it and may be changed from time to
time by similar action.  If no Beneficiary is
designated, the benefits shall be distributed to the
Participant's estate.

1.4	"Effective Date" means January 1, 1983.

1.5	"IRS Limitations" means the limits on contributions or
benefits imposed under Sections 415 and 401(a)(17) of
the Internal Revenue Code and any reduction in benefits
under the Pension Plan or decrease in the amount
credited under the Non-Qualified Plan (but not the
Profit Sharing Plan) due to the exclusion of accrued
compensation in 1991 including, but not limited to,
bonuses under the Key Employee Incentive Bonus Plan.

1.6	"Firstar Bank Milwaukee, N.A. Prime Rate" means the
rate of interest adopted by the Firstar Bank Milwaukee,
N.A., from time to time, as the base rate for interest
rate determinations.

1.7	"Non-Qualified Plan" means the Oshkosh B'Gosh, Inc.
Executive Non-Qualified Profit Sharing Plan established
January 1, 1989.

1.8	"Normal Form of Benefit" shall have the same meaning as
used in the Pension Plan.

1.9	"Joint and Survivor Annuity" shall have the same
meaning as used in the Pension Plan.

1.10	"Participant" shall have the same meaning as used in
the Profit Sharing Plan, the Pension Plan or the Non-
Qualified Plan as the case may be.

1.11	"Participating Employer" shall mean an Affiliated
Employer, as that term is defined in the Profit Sharing
Plan and the Pension Plan, authorized by the Company to
participate in this Excess Benefit Plan, by extending
the same to such Affiliated Employer's eligible
employees.

                            	ARTICLE II

                              	Purpose

2.1	This Plan is intended to provide benefits to eligible
persons in a manner so as to maintain the level of total
retirement benefits which, but for the IRS Limitations, would
otherwise have been payable under the Profit Sharing Plan,
Pension Plan or Non-Qualified Plan.  This Plan shall maintain
such total retirement benefit levels by means of supplementary
unfunded payments made by the Company and any Participating
Employer to the individuals eligible for such payments, as set
forth in Articles III and IV hereof.

                           	ARTICLE III

                  	Supplementary Pension Benefits

3.1	Any Participant or Beneficiary who qualifies for
commencement of a benefit under the terms of the Pension Plan on
or after the Effective Date and whose benefit pursuant thereto is
less than what it otherwise would be because of the IRS
Limitations shall be eligible to receive supplementary pension
benefits hereunder.

3.2	The amount of such supplementary pension benefits shall
be an amount equal in value to the reduction in the benefits
payable under the terms of the Pension Plan resulting from the
application of IRS Limitations calculated as if payable in the
Normal Form of Benefit.

With respect to a Participant who has served in the employ
of the Company and of a Participating Employer, the total
supplementary pension benefit for such Participant shall be
computed based on the Participant's aggregate years of service
and aggregate compensation received from the Company and the
Participating Employer.  Once the total amount of such
supplementary benefit has been determined, the obligation to pay
it will be divided between the respective employers based on
years of "Benefit Service" as defined in the Pension Plan
rendered to each employer.  Each employer shall be solely liable
for its own portion of the obligation, but shall have no
liability for the portion of the supplementary benefit payable by
the other employer.

3.3	Payment of such supplementary pension benefits shall be
accomplished by unfunded payments directly from the Company or
Participating Employer to the Participant or the Beneficiary (as
the case may be) in one of the forms determined by the Company,
in its sole discretion, as follows:

(a)	in the Normal Form of Benefit if the Participant
is not married on the later of the date such
Participant first receives a benefit from the
Pension Plan or the date of the Participant's
termination of service with the Company and all
Affiliated Employers, or

(b)	as a Joint and Survivor Annuity if such
Participant is married on such date or if such
Participant is married and dies while in the
employ of the Company or an Affiliated Employer
under circumstances such that such Participant's
spouse is his Beneficiary and such spouse becomes
entitled to a benefit under the terms of the
Pension Plan because of such Participant's death,
or

(c)	in a single lump sum of Actuarial Equivalent
value, but only if Termination of Employment is
due to retirement, death, or disability (but under
circumstances where small amount lump sums are the
automatic form of distribution from the Pension
Plan or would be if the supplementary pension
benefit were the only benefit considered, such
small amount lump sum payments may also be made
hereunder, even if the Participant or Beneficiary
has not yet qualified for commencement of a
benefit under the terms of the Pension Plan), or

(d)	a term certain annuity for 120 months, or 180
months.

All forms of payment of supplementary pension benefits under
this Plan shall be Actuarial Equivalents in value.

                           	ARTICLE IV

             	Supplementary Profit Sharing Benefits

4.1	Any Participant or Beneficiary who qualifies for
commencement of a benefit under the terms of the Profit Sharing
Plan or Non-Qualified Plan on or after the Effective date whose
benefit pursuant thereto is less than what it otherwise would be
because of the IRS Limitations shall be eligible to receive
supplementary profit sharing benefits hereunder.

4.2	The amount of such supplementary profit sharing
benefits shall be an amount equal to the difference between the
aggregate amount of employer contributions and forfeitures which
would have been allocated to the Participant's account in the
Profit Sharing Plan or to the employer's bookkeeping account for
purposes of the Non-Qualified Plan if the IRS Limitations had
been disregarded.  The amount of such difference for a
Participant shall be determined annually and shall be credited to
his Account as of the end of the fiscal year quarter during which
the amount of such difference can first be determined.  The
amount so credited to such Participant's Account shall be further
credited as of the end of each succeeding quarter with an amount
equal to interest at the average Firstar Bank Milwaukee, N.A.
Prime Rate in effect during such quarter (an "Interest Equivalent
Credit") and all amounts standing to the credit of the
Participant's Account as of the end of each fiscal year quarter
including any prior Interest Equivalent Credits, shall receive an
Interest Equivalent Credit.

4.3	With respect to a Participant who has served in the
employ of the Company and of a Participating Employer, separate
bookkeeping Accounts will be maintained by each employer to
reflect the bookkeeping accruals attributable to the service of
the Participant with each employer.  Supplementary profit sharing
benefits accrued by a Participant while in the employ of the
Company will be the sole obligation of the Company, and
supplementary profit sharing benefits accrued by such Participant
while in the employ of a Participating Employer will be the sole
obligation of the Participating Employer.  Neither employer shall
have any liability for the portion of supplementary profit
sharing benefits accrued by the Participant while in the employ
of the other employer.

4.4	Payment of such supplementary profit sharing benefits
shall be accomplished by unfunded payments directly from the
Company or Participating Employer to the Participant or the
Beneficiary (as the case may be) in one of the following methods:

(a)	in annual installments to commence on about March
15th of the year following the year in which the
Participant's service with the Company and all
Affiliated Employers terminates, with one-tenth of
the balance in his Account becoming then payable
and with the remaining installments being paid on
each anniversary thereof according to the
following schedule:


       Anniversary of First      Portions of Participant's Account
           Payment Date                     to be Paid

                1st                            1/9
                2nd                            1/8
                3rd                            1/7
                4th                            1/6
                5th                            1/5
                6th                            1/4
                7th                            1/3
                8th                            1/2
                9th                         Remainder

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

(b)	in any other payment plan approved by the Company
in its sole discretion.

It shall be the obligation of any Participant under
this Section 4.3 hereof to keep the Company and any
Participating Employer advised of his current address
and neither employer shall have any obligation to
commence payout of such Participant's Account unless
and until it shall have received the written request
therefor specifying his current address.

                           	ARTICLE V

                    	Amendment or Termination

5.1	The Board of Directors of the Company reserves the
right to amend, terminate or discontinue this Plan at any time;
provided, however, no such action shall reduce or eliminate any
supplementary pension benefits under Article III hereof or
supplementary profit sharing benefits under Article IV hereof
which are in pay status or which have accrued hereunder prior to
the date of such action and which also would otherwise ultimately
have become payable hereunder.

5.2	It is recognized and acknowledged that as cost of
living adjustments are made from time to time in the IRS
Limitations under the provisions of the Internal Revenue Code,
accruals of what otherwise would have been needed supplementary
pension benefits under Article III hereof may be eliminated in
whole or in part because the same can be provided under the terms
of the Pension Plan, but that under present law, future cost of
living changes in those parts of the IRS Limitations dealing with
the Profit Sharing Plan will not eliminate or reduce the need for
any otherwise required accruals of supplementary profit sharing
benefits under Article IV hereof.  No Participant or Beneficiary
shall ever be entitled to any benefit payments whatsoever under
this Plan unless and until such Participant or Beneficiary first
qualifies for a benefit under the Pension Plan (as required by
Section 3.1 hereof), under the Profit Sharing Plan (as required
by Section 4.1 hereof) or under the Non-Qualified Plan (as
required by Section 4.1 hereof).

                              	ARTICLE VI

                             	Miscellaneous

6.1	Any amount payable to a Participant or Beneficiary
hereunder shall not be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment, garnishment or
encumbrance of any kind, by will, or by inter vivos instrument.
Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such payment, whether present or
thereafter payable, shall not be recognized by the Company or a
Participating Employer.  Any payment due hereunder shall not in
any manner be subject to the debts or liabilities of the
Participant or Beneficiary.  If the Participant or Beneficiary
shall attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber his or her payments under this Plan or any
part thereof, or if by reason of his or her bankruptcy or other
event happening at any time, such payments would devolve upon
anyone else or would not be enjoyed by him or her, then the
Company, in its sole discretion, may terminate his or her
interest in any such benefit, and hold or apply it to or for the
benefit of the Participant or Beneficiary, his or her spouse,
children, or other dependents, or any of them, in such manner as
the Company may deem proper.

6.2	Every person receiving or claiming payments under this
Plan shall be conclusively presumed to be mentally competent
until the date on which the Company or a Participating Employer
receives a written notice, in form and manner acceptable to it,
that such person is incompetent and that a guardian, conservator,
or other person legally vested with the care of his estate has
been appointed.  In the event a guardian or conservator of the
estate of any person receiving or claiming payments under the
Plan shall be appointed by a court of competent jurisdiction,
payments may be made to such guardian or conservator provided
that proper proof of appointment and continuing qualification is
furnished in a form and manner acceptable to the Company.  Any
such payment so made shall be a complete discharge of any
liability therefor.

6.3	Participation in this Plan, or any modifications
thereof, or the payments of any benefits hereunder, shall not be
construed as giving to the Participant any right to be retained
in the service of the Company or any Participating Employer,
limiting in any way the right of the Company or any Participating
Employer to terminate the Participant's employment at any time,
evidencing any agreement or understanding, express or implied,
that the Company or any Participating Employer will employ the
Participant in any particular position or at any particular rate
of compensation and/or guaranteeing the Participant any right to
receive a salary increase in any fiscal year, such increase being
granted only at the sole discretion of the Board of Directors of
the Company or a Participating Employer.

6.4	All payments hereunder shall be paid in cash from the
general funds of the Company and all Participating Employers and
no special or separate fund shall be established and no other
segregation of assets shall be made to assure the payment of
benefits hereunder.  A Participant or Beneficiary shall have no
right or title or interest whatever in or to any investments
which the Company or any Participating Employer may make to aid
it in meeting its obligations hereunder.  Nothing in this Plan
and no action taken pursuant hereto shall create or be construed
to create a trust of any kind or a fiduciary relationship between
the Company or any Participating Employer, and any Participant or
Beneficiary.  To the extent that any person acquires a right to
receive payments from the Company or any Participating Employer
under this Plan, such right shall be no greater than the right of
an unsecured creditor.

6.5	To the extent not pre-empted by the laws of the United
States, this document shall be construed, administered and
governed under and by the internal laws of the State of
Wisconsin.

6.6	Neither the Company, the Participating Employers, nor
any officer or director of the Company, any Participating
Employer or any other person shall be liable for any act or
failure to act hereunder, except for gross negligence or fraud.

6.7	Any benefits payable under the Pension Plan and the
Profit Sharing Plan shall be paid solely in accordance with the
terms of such Plans and nothing in this document shall operate or
be construed in any way to modify, amend or affect the terms of
such Plans.

6.8	The claims procedure provided in the Profit Sharing
Plan shall apply in full to this Excess Benefits Plan.