EXHIBIT 10.3
                          	OSHKOSH B'GOSH, INC.

               	EXECUTIVE NON-QUALIFIED PROFIT SHARING PLAN
             	(As Amended and Restated As Of January 1, 2000)

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

WHEREAS, the members of the Excluded Key Employee Group
during the Exclusion Period will continue to have their account
balances held in the Profit Sharing Plan pending ultimate
distribution upon their separation of service from the Company or
otherwise in accordance with the terms of such Plan and such
accounts will continue to share in the investment experience of
the Plan until such distribution, but after January 1, 1989 and
during the Exclusion Period, will no longer receive any further
allocations of Company contributions or forfeitures, and

WHEREAS, the Company wishes to provide by means of this
document both (i) a "make whole" non-qualified plan that will
provide for payments to certain identified members of the
Excluded Key Employee Group equivalent to the additional sums
they would have been able to accrue under the Profit Sharing Plan
but for their exclusion from continuing participation as of
January 1, 1989, or beginning participation at any later date and
during the Exclusion Period; and (ii) a non-qualified profit
sharing plan for certain identified key management or highly
compensated employees of the Company or a Participating Employer
who are not otherwise eligible for participation in the Profit
Sharing Plan, and

WHEREAS, the Company amended the Profit Sharing Plan as of
January 1, 1999 to exclude consideration of all compensation in
excess of $100,000 paid to any participant who is a highly
compensated employee as defined in Section 414(q) of the Internal
Revenue Code (the "$100,000 Participant Compensation Ceiling")
and wishes to provide by means of this document a "make whole"
non-qualified profit sharing plan benefit equivalent to the
additional sums such participants would have been able to accrue
under the Profit Sharing Plan but for the $100,000 Participant
Compensation Ceiling,

NOW, THEREFORE, the Company hereby establishes such a "make
whole" program, to be known as the Oshkosh B'Gosh, Inc. Executive
Non-Qualified Profit Sharing Plan (the "Non-Qualified Plan"), as
follows:

1.	Objectives.  The Non-Qualified Plan is intended to
provide for (i) a "make whole" payment to certain members of the
Excluded Key Employee Group, (ii) benefits for certain other key
management or highly compensated employees of the Company or a
Participating Employer who are not otherwise eligible for
participation in the Profit Sharing Plan, and (iii) benefits for
certain individuals affected by the $100,000 Participant
Compensation Ceiling.  Each of the individuals from each of the
foregoing three categories are listed on Exhibit A attached
hereto, including such executives and key employees as the Board
of Directors or Executive Committee may determine to add from
time to time (the "Participants").

2.	Bookkeeping Accounts.  The Company or a Participating
Employer shall cause bookkeeping reserve accounts (the "Account")
to be established for each Participant which shall be established
solely as a device for determining the amounts which may become
payable to a Participant hereunder.  Such Account shall not
constitute or be treated as a trust fund of any kind, it being
expressly provided that the amounts credited to the Account shall
at all times be and remain the sole property of the Company or a
Participating Employer.  The Participant shall have no
proprietary rights of any nature with respect thereto, unless and
until such time as a payment thereof is made to the Participant
(or beneficiary) as provided herein.  Amounts shall be credited
(or debited, as the case may be) to each Participant's Account as
follows:

(a)	For each Plan Year from and after January 1,
1989, for which a Participant would have
received an allocation of Company
contribution or forfeiture or both under the
terms of the Profit Sharing Plan if such
Participant had not been excluded therefrom
and for each Plan Year from and after
January 1, 1999 for which a Participant would
have qualified for an allocation of Company
contribution or forfeiture under the terms of
the Profit Sharing Plan but for the $100,000
Participant Compensation Ceiling (the
"Prevented Allocations"), such Participant's
Account shall be credited with a dollar
amount equal to such Prevented Allocations.

(b)	For each Plan Year from and after January 1,
1989, for which a Participant's Account has
been credited with Prevented Allocations such
Account shall also be adjusted to reflect the
additions or subtractions that would have
resulted from actual investment experience
under the Profit Sharing Plan had the
Prevented Allocations been made under that
Plan (the "Prevented Investment
Adjustments").

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

The intent hereof is that the balance in each
Participant's Account under this Non-Qualified Plan
from time to time shall be equal to the balance that
would have existed in the Profit Sharing Plan from time
to time reflecting post-January 1, 1989 Company or
Participating Employer contributions, forfeitures and
investment adjustments thereon that would have occurred
under the terms of the Profit Sharing Plan if the
Participant had been able to continue thereunder or, as
the case may be, begin participation thereunder at any
later date and continue until the date of termination
of service with the Company and all Affiliated
Employers, in either case as if the Profit Sharing Plan
had not included the $100,000 Participant Compensation
Ceiling.

3.  Vesting.  All individuals who are Participants as of
December 31, 1996 shall at all times have a 100% vested interest
in the Account balance established for them under this Non-
Qualified Plan.  All individuals who become Participants on or
after January 1, 1997 shall become vested in their Account
balances established hereunder on the same terms and conditions
as apply in the Profit Sharing Plan, all of which are hereby
incorporated by reference."

4.  Participating Employer.  A Participating Employer is an
Affiliated Employer, as that term is defined in the Profit
Sharing Plan, authorized by the Company to participate in this
Non-Qualified Plan, by extending the same to such Affiliated
Employer's eligible employees.

5.	Incorporation by Reference of Profit Sharing Plan.  The
terms and conditions of the Profit Sharing Plan, as amended from
time to time, are hereby incorporated by reference into this Non-
Qualified Plan (subject however to the 100% vesting provision for
accounts as set forth in paragraph 3 above).  It is intended that
the Accounts in this Non-Qualified Plan be subject to all of the
terms and conditions of the Profit Sharing Plan, subject only to
the following special limitations:

(a)	Prevented Allocations and Prevented Investment
Adjustments shall be determined and credited or
debited to Accounts hereunder, as the case may be,
at the same time and in like amount as if the
Account were held under the Profit Sharing Plan.

(b)	The Company or Participating Employer shall
commence payments of the vested Account balances
under this Non-Qualified Plan on or about March
15th of the year following the year in which the
Participant's service terminates, in accordance
with (c) below.

(c)	Account balances under the Non-Qualified Plan
shall be paid to the Participant (or Beneficiary,
as the case may be), in one of the following
methods:

(i)	In annual installments, to commence on or
about March 15th of the year following the
year of termination of service with the
Company and all Affiliated Employers, with
one-tenth of the balance in the Account
becoming then payable and with the remaining
installments being paid on each anniversary
thereof according to the following schedule:


         Anniversary of           Portion of Participant's Account
       First 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

(ii)	Any other payment plan approved by the
Company on its sole discretion.

(d)	Participants may designate any person or persons
(including, but not limited to, a trust) to be the
"Beneficiary" hereunder.  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.

6.	Claims Procedure.  The claims procedure in the Profit
Sharing Plan shall apply in full to this Non-Qualified Plan.

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

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

9.	Amendment or Termination.  The Board of Directors of
the Company reserves the right to amend, terminate or discontinue
this Non-Qualified Plan at any time; provided, however, no such
action shall reduce or eliminate any amounts accrued in any
Accounts hereunder prior to the date of such action and which
also would otherwise ultimately have become payable hereunder.

                              	EXHIBIT A

The following is a listing of employees currently (as of
1/1/00) participating in the Oshkosh B'Gosh, Inc. Executive Non-
Qualified Profit Sharing Plan:

                                	(LIST)