Exhibit 10.9

                             LACROSSE FOOTWEAR, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
                            (AS AMENDED AND RESTATED)

   1.   Definitions.  Except as otherwise expressly provided, each of the
        following terms used herein shall have the meaning set forth below:

        a)   "Adjusted Book Value" means the book value of the Company as
             determined by the Company and its independent public accountants
             in accordance with generally accepted accounting principles,
             decreased by all amounts transferred to shareholders' equity as
             a result of the amortization of the "Excess of Net Assets
             Acquired Over Cost" account since the Company's or its
             predecessor's incorporation.

        b)   "Company" means LaCrosse Footwear, Inc., a Wisconsin
             corporation, and all of its consolidated subsidiaries.

        c)   "Contribution" means a dollar amount determined by the Company's
             Board of Directors with respect to a particular Participant and
             allocated to the appropriate Participant Account.

        d)   "Net Income" or "Net Loss", as the case may be, means the
             consolidated net income (after-tax) or net loss (after tax
             benefits), respectively, of the Company from operations for any
             calendar year, as determined by the Company and its independent
             public accountants in accordance with generally accepted
             accounting principles.  Without limiting the generality of the
             foregoing, Net Income and/or Net Loss shall not include any
             capital gains or losses realized by the Company, proceeds from
             insurance policies or any amount resulting from the amortization
             of the "Excess of Net Assets Acquired Over Cost" account.

        e)   "Participant" means any executive or other key employee of the
             Company who is designated by the Company's Board of Directors as
             a Participant in the Plan.

        f)   "Participant Account" means the account established for
             bookkeeping purposes by the Company under the Plan for each
             Participant to reflect all Contributions thereto, together with
             any increases and/or decreases thereto as herein provided.

        g)   "Plan" means the Company's Deferred Compensation Plan for Key
             Employees adopted by the Company's Board of Directors on
             December 17, 1982 and as last amended and restated on November
             22, 1996.

        h)   "Applicable Interest Rate" means the then current market rate as
             reported in The Wall Street Journal, adjusted annually on
             January 1 of each year, on United States Treasury obligations
             with a maturity date closest to two (2) years as of the
             immediately preceding December 31; provided, however, that with
             respect to any Participant who retired from the Company prior to
             January 1, 1996, the Applicable Interest Rate shall be eight
             percent (8%) per annum.

   2.   Administration.  The Plan shall be administered by the Board of
        Directors of the Company.

   3.   Operation.

        a)   On or before December 31 of any calendar year, the Company's
             Board of Directors may make Contributions on behalf of such
             Participants as it shall deem appropriate.  A Participant
             Account will be established for each Participant and will be
             increased by the amount (and at the time) of each Contribution
             for the account of such Participant.  Except as otherwise
             provided herein, all Contributions are fully vested at the time
             they are allocated to the respective Participant Accounts.  Each
             Participant Account will be increased in the event of Net Income
             or decreased in the event of a Net Loss as of the close of
             business on the last day of each calendar year by multiplying
             the sum of such Participant Account as of the first day of such
             calendar year by a fraction, the numerator of which is the Net
             Income or Net Loss, as the case may be, for the then current
             calendar year and the denominator of which is the sum of (i) the
             Adjusted Book Value as of the first day of such calendar year
             plus (ii) the aggregate value of all Participant Accounts as of
             the first day of such calendar year.  Except as the Company's
             Board of Directors shall otherwise provide, no Participant
             Account shall be increased or decreased under this Paragraph
             after the occurrence of an event described in subparagraphs (a),
             (b) and (c) of Paragraph 4 hereof.

        b)   On or before December 1 of any calendar year, each Participant
             may specify to the Company's Board of Directors, in writing, a
             percentage of the Contribution(s) to be made on his or her
             behalf during the following calendar year or years, to be
             deferred to a date specified by the Participant (the "Deferred
             Payment Date").  The Deferred Payment Date with respect to any
             Participant shall be the fifteenth (15th) day in January of such
             year as he shall specify, in writing, to the Company's Board of
             Directors.  A Participant may extend his Deferred Payment Date
             to the January fifteenth (15th) of a later year at any time,
             provided that written notice of such extension shall be given to
             the Company's Board of Directors at least thirty (30) days
             preceding such earlier specified Deferred Payment Date.

   4.   Distributions.

        a)   Notwithstanding any other provision of this Paragraph, a
             Participant shall receive the dollar value of his Participant
             Account within sixty (60) days after the first of the following
             events to occur:

             i)   At any time at the sole discretion of the Company's Board
                  of Directors;

             ii)  A merger or consolidation in which the Company does not
                  survive, a liquidation or dissolution of the Company or the
                  sale of all or substantially all of the assets of the
                  Company;

             iii) For other than the circumstances covered in subparagraphs
                  (b) and (c) below, a Participant's termination of
                  employment with the Company, with or without cause and
                  regardless of whether initiated by the Company or the
                  Participant; provided, however, that in no event shall a
                  Participant who is entitled to a distribution from his or
                  her Participant Account as a result of an event described
                  in this subparagraph (iii) receive more than an amount
                  equal to the Contributions made to such Participant Account
                  together with interest thereon at the Applicable Interest
                  Rate, compounded annually, from the date of each
                  Contribution to the date of the event which triggered the
                  distribution.

        b)   In the event of a Participant's death, or any physical or mental
             disability resulting in a Participant's inability to perform his
             or her duties as an employee of the Company (which determination
             will be made by the Company's Board of Directors in its sole
             discretion), regardless of any Deferred Payment Date specified
             by such Participant pursuant to the provisions of subparagraph
             (b) of Paragraph 3 hereof or any distribution method elected
             pursuant to subparagraph (d) below, the balance in his or her
             Participant Account, plus, for the period from the first (1st)
             day of the calendar year to the date of his or her death or
             disability, interest at the Applicable Interest Rate on his or
             her Participant Account balance, will be paid to the Participant
             or his or her estate in no more than five (5) equal annual
             installments.

             i)   The first installment paid within sixty (60) days of death,
                  or disability, and

             ii)  Succeeding installments paid on the anniversary date of his
                  death or disability with interest at the Applicable
                  Interest Rate on the unpaid balance.

        c)   Retirement at age 62 or thereafter.

             i)   If a Participant retires from the Company at age 62 or
                  thereafter without having specified a later Deferred
                  Payment Date as provided in subparagraph (b) of Paragraph 3
                  hereof, the balance in his or her Participant Account will
                  be paid in the same manner as on his or her death or
                  disability as provided in subparagraph (b) above.

             ii)  If a Participant retires from the Company at age 62 or
                  thereafter but has specified a later Deferred Payment Date
                  as provided in subparagraph (b) of Paragraph 3 hereof, the
                  balance in his or her Participant Account will be paid in
                  accordance with the distribution method elected by the
                  Participant pursuant to subparagraph (d) below.

             iii) Notwithstanding anything in this Plan to the contrary, any
                  interest credited to a Participant's account during any
                  calendar year during which the Participant is retired shall
                  be paid to such Participant within thirty (30) days after
                  the end of such calendar year.

        d)   At least six (6) months before a Participant's Deferred Payment
             Date, such Participant shall, by written notice to the Company's
             Board of Directors, elect a lump payment upon his or her
             Deferred Payment Date or periodic payments, as described below:

             i)   If a Participant shall have elected to receive a lump
                  payment, or in the event a Participant shall fail to make
                  any election as hereinbefore provided, the Participant
                  shall, on his or her Deferred Payment Date, receive the
                  dollar value of his or her Participant Account.

             ii)  If a Participant shall have elected to receive periodic
                  payments, the Company will, upon his or her Deferred
                  Payment Date and periodically thereafter for such
                  additional number of months or years not exceeding 119
                  months or 9 years as the Participant shall have specified,
                  pay to the Participant the balance in his Participant
                  Account, divided by the number of periodic payments which
                  the Participant shall have specified.  Interest at the
                  Applicable Interest Rate on his or her Participant Account
                  balance will be paid annually as provided in subparagraph
                  (c) above.

        e)   If a Participant has specified a Deferred Payment Date which is
             later than the date of his or her retirement from the Company at
             age 62 or thereafter, such Participant shall earn interest at
             the Applicable Interest Rate on his or her Participant Account
             balance until his or her Deferred Payment Date.  Interest shall
             be paid annually as provided in subparagraph (c) above.

   5.   Nature of Rights.  Participant Accounts shall be used solely as a
        device for the measurement and determination of the amounts to be
        paid to Participants as provided herein.  No Participant Account
        shall constitute or be treated as a trust fund of any kind.  A
        Participant shall be entitled only to receive cash as provided
        herein.

   6.   Rights Not Transferable.  No right arising under the Plan shall be
        transferable other than by will or the laws of descent and
        distribution.  Except as expressly authorized above, any attempted
        transfer or rights under the Plan shall be null and void, and without
        legal effect.

   7.   Withholding of Taxes.  There shall be deducted from each distribution
        under the Plan the amount of any tax required by any governmental
        authority to be withheld and paid over by the Company to such
        government authority for the account of the Participant or other
        person entitled to such distribution.

   8.   No Effect on Retirement Benefits.  No Contribution, increase in a
        Participant Account or distribution of all or any portion of a
        participant Account shall be deemed "compensation" for purposes of
        Section 1.01(c) or 1.01(j) of the Company's Retirement Plan or
        2.01(j) of the Company's Employee Retirement Savings Plan for its
        salaried employees or for purposes of any comparable provision of any
        other Company pension or retirement plan hereafter in effect.

   9.   Termination; Amendment; Interpretation.  The Company's Board of
        Directors may at any time terminate or amend the Plan as it, in its
        sole discretion, shall deem advisable.  No termination or amendment
        of the Plan may, without the consent of a Participant, adversely
        affect the vested rights of such Participant.  The Company's Board of
        Directors is authorized to interpret in good faith any provision of
        the Plan, and such interpretation shall be conclusive and binding on
        all parties concerned.