Excess Benefit Plan of Oshkosh B'gosh, Inc.

Exhibit 10.4


OSHKOSH B'GOSH, INC.
EXCESS BENEFIT PLAN

(As Amended and Restated as of January 1, 2002,
with Amendment effective as of January 1, 2003)

PREAMBLE 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 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 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 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 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 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 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 the Company wishes to make the Excess Benefit Plan available to Affiliated Employers who become Participating Employers hereunder; and the Company wishes to amend and restate the Excess Benefit Plan effective as of January 1, 2002; the Company hereby amends and restates the Excess Benefit Plan as of January 1, 2002, upon the following terms and conditions:


Definitions "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. "Actuarial Equivalent" shall have the same meaning as used in the Pension Plan. "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 or if the designated Beneficiary fails to survive the Participant, the benefits shall be distributed to the Participant's estate. "Effective Date" means January 1, 1983. "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. "U.S. Bank, N.A. Prime Rate" means the rate of interest adopted by the U.S. Bank, N.A., from time to time, as the base rate for interest rate determinations. "Non-Qualified Plan" means the Oshkosh B'Gosh, Inc. Executive Non-Qualified Profit Sharing Plan established January 1, 1989. "Normal Form of Benefit" shall have the same meaning as used in the Pension Plan. "Joint and Survivor Annuity" shall have the same meaning as used in the Pension Plan. "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. "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.


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.


Supplementary Pension Benefits 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. 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 de ...