Restated Excess Benefit Plan

EXHIBIT 10.4


OSHKOSH B'GOSH, INC.


RESTATED EXCESS BENEFIT PLAN
(As Amended and Restated as of March 1, 1997)


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;


NOW, THEREFORE, the Company hereby amends and restates the Excess Benefit Plan as of January 1, 1991, 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 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.


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 s ...