Exhibit 10.5

WEYCO GROUP, INC. PENSION PLAN

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Amended and Restated Effective January I, 2016

The Weyco Group Inc. Pension Plan consists of Parts A, B and C

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WEYCO GROUP, INC. PENSION PLAN

PART A

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WEYCO GROUP, INC. PENSION PLAN

Part A

Table of Contents

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i

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Table of Contents

(continued)

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ii

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Table of Contents

(continued)

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iii

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Table of Contents

(continued)

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WEYCO GROUP, INC. PENSION PLAN

PART A

PREAMBLE

Weyco Group, Inc. (known as “Weyenberg Shoe Manufacturing Company” until April 24, 1990) previously established and maintained the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan (the “Salaried Plan”).

Weyco Group, Inc. also previously established and maintained the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff Employees (the “Hourly Plan”). The assets and liabilities of the Hourly Plan were merged into the Salaried Plan effective January 1, 1992 and the resulting Plan was renamed as the Weyco Group, Inc. Pension Plan and Weyco Group, Inc. created a single document to set forth the provisions of each of the Salaried Plan and the Hourly Plan from the 1986 Tax Reform Act effective date (January 1, 1989) of each Plan until the date of the merger and, following the merger, the single plan resulting from such merger;

Effective December 31, 2003, the assets and liabilities of the Weyco Group, Inc. Shoe Production Workers Pension Plan were merged into the Weyco Group, Inc. Pension Plan and Weyco Group, Inc. restated the Plan to set forth the terms and provisions of the merged plan and the Plan has been subsequently amended at various times.

The Weyco Group, Inc. Pension Plan consists of Parts A, Band C. Part A sets forth the provisions of general applicability such as the administration provisions, amendment and termination provisions, maximum benefit limitations, top heavy provisions, etc. Part B sets forth the benefit structure applicable to the class of employees who would have been eligible under the provisions of this Plan as in effect prior to December 31, 2003. Part C sets forth the benefit structure applicable to the class of employees would have been eligible under the Weyco Group, Inc. Shoe Production Workers Pension Plan as in effect prior to December 31, 2003.

This Part A is restated effective as of January 1, 2016 (except to the extent a different effective date for a particular provision is specified.)

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ARTICLE I

DEFINITIONS AND CONSTRUCTION

Words and phrases appearing in this Part A shall have the respective meanings set forth in this Article, unless the context clearly indicates to the contrary. Any capitalized term used but not defined in this Part A shall have the same meaning as set forth in Part B or C, whichever is applicable.

1.01“Actuary” means an individual actuary enrolled with the Federal Joint Board for the Enrollment of Actuaries selected by the Company, or firm of actuaries at least one of whose members is so enrolled.

1.02“Affiliated Employer” means each corporation which is included as a member of a controlled group with the Company and trades or businesses, whether or not incorporated, which are under common control by or with the Company within the meanings of Sections 4l4(b) and 414(c) of the Internal Revenue Code, or any amendments thereof. Further, the term shall include any members of the same “affiliated service group” within the meaning of Internal Revenue Code Section 414(m) or deemed as such pursuant to regulations under Code Section 414(o).

1.03“Committee” means the Retirement Committee, if any, appointed pursuant to Section 3.02 to aid in administration of the Plan.

1.04“Company” means Weyco Group, Inc. “Company” also means any Affiliated Employer which has been authorized by the Board of Directors of Weyco Group, Inc. to participate as a sponsor hereof and which has adopted this Plan by resolution of its Board; provided, however, that for purposes of the power to amend the Plan or to terminate the Plan in whole or in part or to make decisions with respect to the selection of the Trustee or to serve as Plan Administrator, Company shall refer only to Weyco Group, Inc. (Nunn-Bush Shoe Company has become a Company sponsoring the Plan as to its employees effective January 1, 1992.) Any participating Company shall have the right to terminate participation in the Plan with respect to its own employees.

1.05“Employee” means any person who is a participant in this Plan.

1.06“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.07“Plan” means the Weyco Group, Inc. Pension Plan, the provisions of which are set forth herein, as amended from time to time.

1.08“Plan Administrator” means the Company.

1.09“Trust” means the Trust Agreement executed between the Company and the Trustee under the terms of which an irrevocable pension trust fund (the Trust Fund) is established

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to receive, hold and invest the contributions payable by the Company and the interest and other income thereon, and to pay pensions and expenses of the Plan as herein provided.

1.10“Trust Fund” means the assets of every kind and description attributable to the Plan held under the Trust Agreement.

1.11 “Trustee” means the trustee designated from time to time by the Company, currently the Marshall & Ilsley Trust Company. Such term shall also refer to all successor trustees.

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ARTICLE II

PLAN FINANCING

2.01Contributions.

No contributions shall be required or permitted under the Plan from any Employee. The Company shall make such contributions to the Trust in such amounts and at such times as it shall determine, but at least in amounts and at times sufficient under accepted principles to maintain the Plan as a qualified employee pension plan meeting the minimum funding standard requirements of the Internal Revenue Code based upon the recommendations of the Actuary. Forfeitures arising under the Plan for any reason shall be used as soon as possible to reduce the Company’s contributions under the Plan. Except as provided in Title I and IV of the Employee Retirement Income Security Act of 1974, as amended, all benefits under the Plan shall be payable only from the Trust Fund and no liability for the payment of benefits under the Plan shall be imposed upon the Company or officers, directors, or shareholders, agent or employees of the Company.

2.02Trust Fund.

All contributions under this Plan shall be paid to the Trustee and deposited in the Trust Fund. Except as otherwise provided in Section 2.03, all assets of the Trust Fund, including investment income, shall be retained for the exclusive benefit of the Employees and their beneficiaries and shall be used to pay benefits to such persons or to pay administrative expenses to the extent not paid by the Company.

2.03Non-Reversion.

Except as provided in this Section, the Company shall not have any right, title or interest in the contributions made by it under the Plan and no part of the Trust Fund shall revert to it or for its benefit, except that

The Company hereby declares its intention that this Plan, as in effect from time to time, meet all requirements for tax qualified plans under the Internal Revenue Code, so that initial contributions and all succeeding contributions will be deductible under Section 404(a) and related provisions of the Internal Revenue Code, and all such contributions are hereby expressly made conditional upon such qualification of the Plan and the deductibility thereof.

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ARTICLE III

ADMINISTRATION

3.01General Administration.

The Company shall be the Plan Administrator of, and a named fiduciary under, the Plan and may designate and appoint one or more persons to aid it in carrying out its duties as administrator and fiduciary. The Company (and any such person appointed by the Company) shall have such powers as may be necessary to carry out the provisions of and may, from time to time, establish rules for the administration of the Plan and the transaction of the Plan’s business. In making any such determination or rule, the Company (and any person appointed by the Company) shall pursue uniform policies and shall not discriminate in favor of or against any Employee.

3.02Retirement Committee.

The Company may establish a Retirement Committee to consist of not less than three nor more than five persons (and may provide for alternates for each such person), to act for it in the administration of the Plan. The Company may at any time appoint a successor member or alternate or remove and replace a member or alternate of such Committee. The members of the Committee shall not receive compensation with respect to their services as such.

3.03Plan Administrator Authority.

The Company as Plan Administrator shall have such powers as may be necessary to direct the administration of the Plan, including, but not by way of limitation, the following:

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3.04Committee Procedures.

Any such Committee may in its regulations or by action delegate the authority to any one or more of its members to take any action on behalf of the Committee and as to such actions, no meetings or unanimous consent shall be required. The Committee may also act at a meeting or by its unanimous written consent. A majority of the members of the Committee shall constitute a quorum for the transaction of business and shall have full power to act hereunder. All decisions shall be made by vote of the majority present at any meeting at which a quorum is present, except for actions in writing without a meeting which must be unanimous. The Committee may appoint a Secretary who may, but need not be, a member of the Committee. The Committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs. Any absent Committee member, and any dissenting Committee member who (at the time of the making of any decision by the majority) registers his dissent in writing delivered at that time to the other Committee members, shall be immune to the fullest extent permitted by law from any and all liability occasioned by or resulting from the decision of the majority. All rules and decisions of the Committee shall be uniformly and consistently applied to all persons in similar circumstances. The Committee shall be entitled to rely upon the Company’s records as to information pertinent to calculations or determinations made pursuant to the Plan. A member of the Committee may not vote or decide upon any matter relating solely to himself or vote in any case in which his individual right to claim to any benefit under the Plan is particularly involved. If, in any case in which a Committee member is so disqualified to act, the remaining members cannot agree, then the Company will appoint a temporary substitute member to exercise all of the powers of the disqualified member concerning the matter in which that member is disqualified to act.

3.05Books and Records.

The Company shall maintain such books of accounts, records, and other data as may be necessary or advisable in its judgment for the proper administration of the Plan. The Company shall keep on file, in such manner as it may deem convenient and proper, all reports received from the Trustee and the Actuary.

3.06Indemnity Against Liability.

The Company shall hold harmless and defend any individual in the employment of the Company, any director of the Company, and any Committee member against any claim, action or liability asserted against him in connection with or any action or failure to act regarding the Plan, except as and to the extent that any such liability is determined by the Company to be based upon the individual’s own willful misconduct. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.

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3.07Claim and Domestic Relations Order Review Procedure.

The Plan Administrator shall establish and administer a reasonable written procedure for the filing of claims (requests for benefits) by the Participants or their Beneficiaries, and for determining the qualified status of any “domestic relations order” as defined in paragraph 206(d)(3) ofERISA, including segregation to the extent required by law of any amounts thereby contested, all in accordance with such regulations as may be issued by the Secretary of Labor. The Plan Administrator shall provide written notice to any Participant, Beneficiary, or alternate payee whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, and shall afford a reasonable opportunity to any Participant or Beneficiary for a full and fair review of the decision denying the claim in accordance with such regulations as may be issued by the Secretary of Labor and consistent with the claims procedure established by that Plan Administrator.

The Plan Administrator shall have full and complete discretionary authority to determine eligibility for benefits, to construe the terms of the Plan and to decide any matter presented through the claims review procedure. Any final determination by the Plan Administrator shall be binding on all parties. If challenged in court, such determination shall not be subject to de novo review and shall not be overturned unless proven to be arbitrary and capricious upon the evidence considered by the Plan Administrator at the time of such determination.

Effective as of April 6, 2007, a domestic relations order will not fail to be a qualified domestic relations order: (i) solely because the order is issued after, or revises, another domestic relations order or qualified domestic relations order; or (ii) solely because of the time at which the order is issued, including issuance after the participant’s death.

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ARTICLE IV

PLAN AMENDMENT AND TERMINATION

4.01Amendment and Termination.

The Company expects the Plan to be permanent and continue indefinitely, but since future conditions affecting the Company cannot be anticipated or foreseen, the Company must necessarily and does hereby reserve the right to amend, modify or terminate the Plan at any time by action of its Board of Directors or by any person or persons authorized by the Board to take such action. The Company may make any modifications or amendments to the Plan that are necessary or appropriate to qualify or maintain the Plan as a plan meeting the requirements of ERISA and the Internal Revenue Code and regulations thereunder as now in effect or hereafter amended. No amendment of the Plan shall cause any part of the Trust Fund to be used for, or diverted to purposes other than for the exclusive benefit of the Employees or their beneficiaries covered by the Plan.

4.02Retroactive Effect.

The Company may make such retroactive amendments as may be required by the Internal Revenue Service or by changes in the law from time to time in order to maintain qualification of the Plan and the Trust Fund under the appropriate provisions of the Internal Revenue Code or ERISA. Anything to the contrary notwithstanding, any person who becomes entitled to a benefit from the Trust Fund shall not be affected by any benefit increases resulting from a subsequent Plan amendment, unless such amendment specifically provides otherwise.

4.03Distribution of Assets.

Upon termination of the Plan as above provided (or upon partial termination as to Employees affected thereby), the rights of all affected Employees to benefits accrued to the date of termination shall be nonforfeitable; provided, however, that Employees shall be entitled to receive nonforfeitable benefits only from Plan assets, i.e., the Company does not guaranty that Plan assets shall be sufficient to pay all nonforfeitable benefits. In the event of Plan termination, unless the Company will pay liquidation expenses, an amount estimated to be sufficient for that purpose shall be set aside, and the remaining portion of the Trust Fund held for the purposes of this Plan shall be used to provide for the payment of pensions in the following order of precedence:

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It is the express intention of the Plan that the foregoing allocation of assets upon termination be accomplished in accordance with the provisions of Section 4044 of ERISA and the provisions of such Act shall be controlling in the event of any conflict or inconsistency of the above with such provisions of said Act.

4.04Manner of Distribution.

Any distribution after termination of the Plan shall be made in nontransferable annuity contracts, except that if the single sum Actuarially Equivalent value of an Employee’s Accrued Pension is not more than $3,500 ($5,000 after 1997) (or such higher amount as permitted under IRS regulations), or less, such single sum value shall be distributed to the Employee in lieu of any other benefit hereunder.

4.05Residual Amounts.

Upon termination of the Plan, and notwithstanding any other provision of the Plan, the Company shall receive such amount, if any, as may remain after the satisfaction of all benefit liabilities (as defined in Section 4001(a)(l6) of ERISA) under the Plan.

4.06Termination Following Merger, Consolidation, or Transfer.

If the Plan is terminated immediately following its merger or consolidation with, or a transfer of its assets and/or liabilities to, another plan, the benefit payable to each affected Employee shall not be less than that which he would have received if the Plan had terminated immediately before the merger, consolidation, or transfer.

4.07Withdrawal by Participating Sponsor.

(a)(i)The Actuary shall maintain records as to the portion of the Trust Fund allocable (based on uniform principles consistently applied) to the contributions of each Company, but such records are for accounting purposes only. The Plan shall constitute one Plan, i.e., assets of the Plan which are attributable to the contributions of each sponsoring Company shall be available to provide benefits for Employees who are its own employees and the employees of each of the other sponsoring Companies hereunder.

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ARTICLE V

GUARANTIES AND LIABILITIES

5.01Duplications.

There shall be no duplication of any benefits payable under the Plan.

5.02Nonguarantee of Employment.

Employment rights shall not be enlarged or affected by reason of this Plan and when an Employee is retired or terminated, his employment relationship with the Company is terminated and his right to benefits is then determined by the terms of this Plan.

5.03Rights to Plan Assets.

No Employee shall have any right to, or interest in, any assets of the Plan upon termination of his employment or otherwise, except as specifically provided herein.

5.04Nonalienation of Benefits.

Benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, except for the payment of benefits pursuant to qualified domestic relations orders as required by paragraph 206(d)(3) of ERISA or pursuant to federal tax liens as permitted by Code Section 401(a)(13)(C).

5.05Individual Liability.

To the extent permitted by law, it is declared to be the express purpose of the Plan that no liability whatever shall attach to or be incurred by the stockholders, officers, employees or directors of the Company or by the Committee or by reason of any of the terms or conditions of the Plan.

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ARTICLE VI

GENERAL PROVISIONS

6.01Facility of Payment.

If, in the Company’s judgment, any person entitled to make an election or to receive payment of a benefit is physically, mentally, or legally prevented from so doing, the Company may make such election or may authorize payment of such benefit to any person who, or institution which, in the Company’s judgment, is responsible for caring for the person entitled to the benefit. If an amount becomes distributable to a minor or a person under legal disability, the Company may direct that such distribution may be made to such person without the intervention of any legal guardian or conservator, to a relative of such person for the benefit of such person or to the legal guardian or conservator of such person. Any such distribution shall constitute a full discharge with respect to the Company as well as the Trust Fund, and the Company shall not be required to see to the application of any distribution so made.

6.02Identity of Payee.

If at any time any doubt as to the identity of any person entitled to payment of any benefit hereunder or as to the amount or time of any such payment arises, the Company shall direct that such sum be held in the Trust until its further order or until final order of a court of competent jurisdiction or that such sum be paid into a court of competent jurisdiction in accordance with any lawful procedures in such case made and provided.

6.03Written Communications.

Any notice, request, instruction, or other communication to be given or made hereunder shall be in writing and either personally delivered to the addressee or mailed fully postpaid and properly addressed to such addressee at the last address for notice shown on the Company’s records.

6.04Copy Available.

A copy of this instrument and of any and all future amendments thereto shall be available to Employees for inspection at all reasonable times.

6.05Evidence Conclusive.

The Company, the Committee, and any person or persons involved in the administration of the Plan shall be entitled to rely upon any certification, statement, or representation made or evidence furnished by any person with respect to his age or other facts required to be determined upon any of the provisions of the Plan, and shall not be liable on account of the payment of any monies or the doing of any act or failure to act in reliance thereon. Any such certification, statement, representation, or evidence, upon being duly made or furnished, shall be conclusively binding upon the person furnishing it but not upon the Company, the Committee, or any person

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involved in the administration of the Plan. Nothing herein contained shall be construed to prevent any of such parties from contesting any such certification, statement, representation, or evidence or to relieve any person from the duty of submitting satisfactory proof of his age or such other fact.

6.06Name and Address Changes.

Each person entitled to a benefit hereunder shall at all times be responsible for notifying the Company of any change in his name and address. If any check in payment of a benefit hereunder (which was mailed to the last address of the payee as shown on the Company’s records) is returned unclaimed, further payments shall be discontinued until the Company directs otherwise.

6.07Retirement During Authorized Absence.

An Employee who has been granted an authorized leave of absence by the Company and who otherwise is eligible to retire and receive a pension may do so without returning to active employment with the Company.

6.08Construction.

The masculine gender, where appearing in the Plan, shall be deemed to include the feminine or common genders, unless the context clearly indicates to the contrary. The words “hereof,” “hereunder,” and other similar compounds of the word “here” shall mean and refer to the entire Plan, not to any particular provision or section. Where applicable, words in the singular shall include the plural, and vice versa.

6.09Headings.

The headings and subheadings in this instrument are inserted for convenience and reference only and are not to be used in construing the Plan or any provision thereof.

6.10Multiple Copies.

This instrument may be executed in any number of counterparts, each of which shall be deemed the original but all of which shall constitute one and the same Plan.

6.11Legislation Governs.

This Plan is intended to meet the requirements of Section 401 and related provisions of the Internal Revenue Code and all applicable provisions of ERISA and regulations thereunder and any amendments thereto or replacements thereof (hereinafter, the “Applicable Employee Benefits Law”) and this Plan shall be construed and operated accordingly. In the event of any conflict between any part, clause or provision hereof and the Applicable Employee Benefits Law, the provisions of such law shall be deemed controlling and the conflicting part, clause or provision hereof shall be deemed superseded to the extent of the conflict.

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Any provision in this restated Plan originally created by amendment conditioned upon receipt of a favorable IRS determination letter shall be of no force and effect until such letter is received.

The law of the State of Wisconsin shall govern this Plan in all matters which are to be determined by reference to state law as distinguished from federal law.

6.12Unclaimed Benefits.

In the event a benefit cannot be paid due to an inability to locate the applicable Employee or beneficiary, such benefits shall be immediately forfeited. Prior to any such forfeiture, the Committee shall make reasonable efforts to locate the person entitled to payment. Any benefit forfeited pursuant to this Section 6.12 shall be restored and payable to the applicable Employee or beneficiary upon the making of a valid claim by such person. Such person shall be entitled to any and all amounts which would have been payable to such person had the Committee been able to locate such Employee in time for payments to commence at Normal Retirement Date or, if later, the first of the month following his termination of employment.

6.13Reemployment Following Military Service.

Notwithstanding any provision of this Plan to the contrary, effective as of December 12, 1994, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Internal Revenue Code.

6.14Electronic Alternative to Writings.

Any election, designation, waiver or other action to be taken in writing pursuant to the provisions of this Plan may instead be made electronically to the extent permitted under IRS and Department of Labor regulations governing retirement plans and to the extent permitted under applicable procedures established by the Plan Administrator.

6.15Heart Act Provisions.

Effective as of January 1, 2007, in the case of an Employee who dies while performing “qualified military service” (as defined in Code Section 414(u), the Employee’s survivors are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Employee resumed and then terminated employment due to death.

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ARTICLE VII

TOP-HEAVY PROVISIONS

7.01Application.

The provisions of this Article VII shall become effective only in any Plan Year in which the Plan is determined to be a top heavy plan within the meaning of Code Section 416(g). Generally, under Code Section 4 I6(g) the Plan will be considered a top heavy plan if:

(ii) The present values of accrued benefits and the amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Section 4l6(g)(2) of the Code during the l year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “5 year period” for “1 year period.” The accrued benefits and accounts of any individual who has not performed services for the Company during the l year period ending on the determination date shall not be taken into account.

However, the Plan shall not be considered a top heavy plan for any Plan Year in which the Plan is part of a Required or a Permissive Aggregation Group which is not a Top Heavy Group. If the Plan becomes “top heavy” as of any determination date, then, effective in the next succeeding Plan Year, the provisions of this Article VII shall apply.

7.02Special Vesting Rule.

Notwithstanding any other provisions of Part B or C to the contrary, a Plan participant with at least 2 years of Vesting Service shall be entitled to a partial Deferred Vested Pension equal to the applicable percentage of his Accrued Pension, payable at the time provided in Part B or C, shown on the following table:

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7.03Special Minimum Benefit.

Notwithstanding any other provisions of the Plan to the contrary, for a top heavy Plan Year each Employee who is credited with 1000 Hours of Service and who is not a Key Employee shall be entitled to a minimum Accrued Pension equal to (i) the amount otherwise provided by this Plan or (ii) two percent (2%) of the member’s average compensation under Code Section 416(c) (generally, average compensation under Code Section 415 for the five years it was the highest) multiplied by his years of participation in the Plan up to ten (10) years for each Plan Year in which the Plan was “top heavy” (as defined in Section 416 of the Code), whichever is greater. For purposes of satisfying the minimum benefit requirements of the Plan and Section 416(c)(l) of the Code, in determining years of service with the Employer, any service with the Employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no Key Employee or former Key Employee.

7.04Special Compensation Cap.

Notwithstanding any other provision, hereof to the contrary, the total compensation (as defined in Section 415 of the Code) of any Employee which is in excess of $200,000 for any calendar year in which the Plan was top heavy shall not be recognized by the Plan in computing benefits. Such $200,000 Plan Compensation Cap shall be adjusted for cost of living increases, in the same manner as described in Section 415(c)(l)(A) of the Code.

7.05Top Heavy Definitions.

For purposes of this Article VII, the following definitions shall apply:

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7.06Cessation of Top Heavy Status.

If the Plan is top-heavy with respect to a Plan Year and ceases to be top-heavy for a subsequent Plan Year, the following provisions shall be applicable:

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ARTICLE VIII

GENERAL BENEFIT LIMITATIONS

8.01Limitation on Annual Benefits.

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(g)(i)If the benefit of an Employee begins prior to age 62, the defined benefit dollar limitation applicable to the Employee at such earlier age is an annual benefit payable in the form of a straight life annuity beginning at the earlier age that is the actuarial equivalent of the defined benefit dollar limitation applicable to the Employee at age 62. The defined benefit dollar limitation applicable at an age prior to age 62 is determined as the lesser of (i) the Actuarial Equivalent (at such age) of the defined benefit dollar limitation computed using the interest rate and mortality table (or other tabular factor) specified in the Plan and (ii) the Actuarial Equivalent (at such age) of the defined benefit dollar limitation computed using a 5 percent interest rate and the applicable mortality table as defined in Section 9.05 of the Plan. Any decrease in the defined benefit dollar limitation determined in accordance with this subparagraph (i) shall not reflect a mortality decrement

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if benefits are not forfeited upon the death of the Employee. If any benefits are forfeited upon death, the full mortality decrement is taken into account.

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The RPA ‘94 old law benefit is the Employee’s accrued benefit under the terms of the Plan as of the RPA ‘94 freeze date, for the annuity starting date and optional form and taking into account the limitations of Section 415, as in effect on December 7, 1994, including the participation requirements under Section 415(b)(5). In determining the amount of an Employee’s RPA ‘94 old law benefit, the following shall be disregarded:

An Employee’s RPA ‘94 old law benefit is not increased after the RPA ‘94 freeze date, but if the limitations of Section 415, as in effect on December 7, 1994, are less than the limitations that were applied to determine the Employee’s RPA ‘94 old law benefit on the RPA ‘94 freeze date, then the Employee’s RPA ‘94 old law benefit will be reduced in accordance with such reduced limitation. If, at any date after the RPA ‘94 freeze date, the Employee’s total Plan benefit, before the application of Section 415, is less than the Employee’s RPA ‘94 old law benefit, the RPA ‘94 old law benefit will be reduced to the Employee’s total Plan benefit.

The RPA ‘94 freeze date is a date that is on or before the first day of the first limitation year beginning after December 31, 1999, and is the same date that the Section 417(e)(3) changes were made effective for the Plan.

Notwithstanding any other provision hereof to the contrary, Method 3 of Rev. Rul. 98-1, Question and Answer 14 shall be used in calculating the limitations of Code Section 415(b)(2)(E).

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overtime or shift differential), commissions, bonuses or other similar compensation.

8.03Benefit Increases. Benefit increases resulting from the increase in the limitation of Section 4l5(b) of the Code will be provided to all Employees in the Plan who have one hour of service on or after the first day of the first limitation year ending after December 31, 2001.

8.04Coordination with Code Section 415. This article shall be interpreted in a manner consistent with requirements of Code Section 415 and such Code Section shall be deemed to be incorporated by reference herein and in the event that any of the foregoing provisions could be considered to be inconsistent with requirements of Code Section 415, the provisions of Code Section 415 shall control.

8.05Application of Cost of Living Increases to Fresh Start Benefits.

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on benefits established under Code Section 415(b)(1)(A) and Plan Section 8.01(a)(ii)(A), the December 31, 1988 accrued pensions of these two Employees would have been $207,525.20 and $230,729.34 respectively. However, because of the limitations under Code Section 415(b)(1)(A) and Plan Section 8.01(a)(ii)(A), the December 31, 1988 accrued benefit of each of these individuals was $94,023. One of the individuals retired and went into pay status January 1, 1998. The pension payable to him for 1998 under the rules of paragraph (a) of this Section 8.04 was $130,000. This was the December 31, 1988 benefit of $94,023 (as limited by Code Section 415(b)(l)(A) as then in effect) increased by the cost of living increases permitted under Code Section 415(d)(l). The same individual was entitled to a pension of $130,000 in 1999 and $135,000 in the year 2000 because of the further increases in the limitation described in Code Section 415(b)(l)(A) and Plan Section 8.0l(a)(ii)(A) as a result of the cost of living increases pursuant to Code Section 415(d)(l) and Plan Section 8.0l(i). The other individual is retiring and going into pay status effective January 1, 2001. Therefore, that individual’s pension payable in the year 2001 will be $140,000-the December 31, 1988 fresh start amount of $94,023 increased for cost of living increases pursuant to Code Section 415(d)(l). The pension of each of the two individuals will continue to increase in the future pursuant to Section 8.0l(i) as and when the maximum pension available under Code Section 415(b)(l)(A) and Plan Section 8.0l(a)(ii)(A) increases as a result of cost of living increases under Code Section 415(d)(l).

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ARTICLE IX

GOVERNMENTAL LIMITATIONS

9.01In General.

Notwithstanding any other provisions in the Plan to the contrary, the retirement benefits provided under the Plan from Company contributions shall be subject to the following restrictions:

Notwithstanding the foregoing, the restrictions in paragraph (b) above shall not apply if after payment of all benefits to a Restricted Employee, the value of Plan assets equals or exceeds 110% of the value of current liabilities as defined in Internal Revenue Code Section 412(l)(7), or if the value of a Restricted Employee’s benefits is less than 1% of the value of the Plan’s current liabilities.

9.02Interpretative Rules.

For purposes of this Article IX a “Restricted Employee” shall include the 25 most highly paid current and former Highly Compensated Employees.

“Highly Compensated Employee” means any Employee who is a “Highly Compensated Employee” within the meaning of Code Section 414(q), i.e., any employee of the Company or any Affiliated Employer who:

For purposes of this Section 9.02 “compensation” for any Plan Year shall have the same meaning as “compensation” for that Plan Year as defined in Section 8.04 plus for years prior to

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1998 the amount of any contributions for the Employee under this Plan for that Plan Year and the amount of any elective deferrals of the Employee under a plan described in Internal Revenue Code Section 125 or 132(f)(4).

In addition, for any Plan Year following reemployment after a termination of employment, an employee shall be treated as a Highly Compensated Employee if, either at the time he originally terminated employment or at any time after attaining age 55, he was a Highly Compensated Employee.

The determination of who is a Highly Compensated Employee shall be made in accordance with Code Section 414(q) and regulations thereunder (including the use of any transition rules and/or available alternatives, as elected by the Company).

For purposes of this Article IX a Restricted Employee’s benefits include loans in excess of the amount set forth in Internal Revenue Code Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a living Restricted Employee, and any death benefits not provided for by insurance on the Restricted Employee’s life.

The limitations in this Article IX shall automatically become inoperative and of no effect upon a ruling by the Internal Revenue Service that they are not required.

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ARTICLEX

DIRECT ROLLOVER

10.01General Rule.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Article, a distribute may elect, at the time and in the manner prescribed the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distribute in a direct rollover.

10.02Definitions.

For purposes of the direct rollover provisions in this Article X, a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) to a qualified retirement plan (prior to 2007, a defined contribution plan) described in Section 401(a) or 403(a) of the Code or, after 2006, an annuity contract described in Code Section 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

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or an agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan.

10.03$1,000 Rule. If the recipient should fail to make a direct rollover election with respect to a distribution which is an eligible rollover distribution and if the amount of that distribution is in excess of $1,000, then the Plan Administrator shall cause the recipient’s distribution to be rolled to an individual retirement account selected by the Plan Administrator. (Of course, once such distribution is made the recipient may elect to receive a distribution from that individual retirement account or to roll the assets of that individual retirement account to some other individual retirement account or employer sponsored retirement plan authorized under the Code to accept rollovers.) The rules of this Section 10.03 are effective after December 31, 2001 or such later date as established under applicable regulations (which later date was March 28, 2005).

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ARTICLE XI

ADJUSTED FUNDING TARGET ATTAINMENT PERCENTAGE (“AFTAP”) LIMITATIONS

l1.01Limitations Applicable If the Plan’s AFTAP Is Less Than 80 Percent. But Not Less Than 60 Percent. Notwithstanding any other provisions of the Plan, if the Plan’s AFTAP for a Plan Year is less than 80 percent (or would be less than 80 percent to the extent described in Section 16.l(b) below) but is not less than 60 percent, then the limitations set forth in this Section 16.l apply.

The limitation set forth in this Section 11.l(a) does not apply to any payment of a benefit which under Code Section 41 l(a)(l l) may be immediately distributed without the consent of the Participant. If an optional form of benefit that is otherwise available under the terms of the Plan is not available to a Participant or Beneficiary as of the annuity starting date because of the application of the requirements of this Section 11.l(a), the Participant or Beneficiary is permitted to elect to bifurcate the benefit into unrestricted and restricted portions (as described in Treasury Regulation Section l.436-l(d)(3)(iii)(D)). The Participant or Beneficiary may also elect any other optional form of benefit otherwise available under the Plan at that annuity starting date that would satisfy the 50 percent/PBGC maximum benefit guarantee amount limitation described in this Section 11.1(a), or may elect to defer the benefit in accordance with any general right to defer commencement of benefits under the Plan.

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rate at which benefits become nonforfeitable shall take effect in a Plan Year if the AFTAP for the Plan Year is:

The limitation set forth in this Section 11.1(b) does not apply to any amendment to the Plan that provides a benefit increase under a Plan formula that is not based on compensation, provided that the rate of such increase does not exceed the contemporaneous rate of increase in the average wages of Participants covered by the amendment.

11.02Limitations Applicable If the Plan’s AFTAP Is Less Than 60 Percent. Notwithstanding any other provisions of the Plan, if the Plan’s AFTAP for a Plan Year is less than 60 percent (or would be less than 60 percent to the extent described in Section 11.2(b) below), then the limitations in this Section 11.2 apply.

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cease benefit accruals under this Section l l.2(c), then the Plan is not permitted to be amended in a manner that would increase the liabilities of the Plan by reason of an increase in benefits or establishment of new benefits.

11.03Limitations Applicable If the Plan Sponsor Is In Bankruptcy. Notwithstanding any other provisions of the Plan, a Participant or Beneficiary is not permitted to elect, and the Plan shall not pay, a lump sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date that occurs during any period in which the Plan Sponsor is a debtor in a case under title 11, United States Code, or similar Federal or State law, except for payments made within a Plan Year with an annuity starting date that occurs on or after the date on which the Plan’s enrolled actuary certifies that the Plan’s AFTAP for that Plan Year is not less than 100 percent. In addition, during such period in which the Plan Sponsor is a debtor, the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment, except for payments that occur on a date within a Plan Year that is on or after the date on which the Plan’s enrolled actuary certifies that the Plan’s AFTAP for that Plan Year is not less than 100 percent. The limitation set forth in this Section 11.3 does not apply to any payment of a benefit which under Code Section 411(a)(11) may be immediately distributed without the consent of the Participant.

11.04Provisions Applicable After Limitations Cease to Apply.

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regard to Section 11.2(b)). If the unpredictable contingent event benefit does not become payable during the Plan Year in accordance with the preceding sentence, then the Plan is treated as if it does not provide for that benefit.

11.05Notice Requirement. See ERISA Section 101(j) for rules requiring the Plan Administrator to provide a written notice to Participants and Beneficiaries within 30 days after certain specified dates if the Plan has become subject to a limitation described in Section 11.l(a), Section 11.2, or Section 11.3.

11.06Methods to Avoid or Terminate Benefit Limitations. See Code Sections 436(b)(2), (c)(2), (e)(2), and (f) and Treasury Regulation Section 1.436-1(f) for rules relating to employer contributions and other methods to avoid or terminate the application of the limitations set forth in Sections 11.1 through 11.3 for a Plan Year. In general, the methods a Plan Sponsor may use to avoid or terminate one or more of the benefit limitations under Sections 11.1 through 11.3 for a Plan Year include employer contributions and elections to increase the amount of Plan assets which are taken into account in determining the AFTAP, making an employer contribution that is specifically designated as a current year contribution that is made to avoid or terminate application of certain of the benefit limitations, or providing security to the Plan.

11.07Special Rules.

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the presumed AFTAP determined under the rules of Code Section 436(h) and Treasury Regulation Section 1.436-1(h)(l), (2), or (3). These presumptions are set forth in Section l 1.7(a)(ii) through (iv).

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Section 203(b) of the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010, if applicable).

(d)Interpretation of Provisions. The limitations imposed by this section of the Plan shall be interpreted and administered in accordance with Code Section 436 and Treasury Regulation Section 1.436-1.

11.08Definitions. The definitions in the following Treasury Regulations apply for purposes of Sections 11.1 through 11.7: Section 1.436-1(j)(1) defining AFTAP; Section 1.436-1(j)(2) defining annuity starting date; Section 1.436-1(j)(6) defining prohibited payment; Section 1.436-1(j)(8) defining section 436 measurement date; and Section 1.436-1(j)(9) defining an unpredictable contingent event and an unpredictable contingent event benefit.

11.09Effective Date. The rules in Sections 11.1 through 11.8 are effective for Plan Years beginning after December 31, 2007.

Dated this 30 day of December, 2015.

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WEYCO GROUP, INC. PENSION PLAN

PART B

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Amended and Restated Effective January 1, 2016

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WEYCO GROUP, INC. PENSION PLAN

PART B

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Table of Contents

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i

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Table of Contents

(continued)

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ii

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Table of Contents

(continued)

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iii

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WEYCO GROUP, INC. PENSION PLAN

PARTB

PREAMBLE

This document sets forth the terms and provisions of Part B of the Weyco Group, Inc. Pension Plan. Employees eligible under this Part B are those employees who would have been eligible under the Weyco Group, Inc. Pension Plan had the merger of the Weyco Group Inc. Shoe Production Workers Pension Plan into the Weyco Group, Inc. Pension Plan not taken place. This Part B is restated effective as of January 1, 2016 (except to the extent a different effective date for a particular provision is otherwise specified.)

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ARTICLE I

DEFINITIONS

Words and phrases appearing in this Part B shall have the respective meanings set forth in this Article, unless the context clearly indicates to the contrary. Any reference to an Article or Section shall mean an Article or Section in this Part B unless specified to the contrary. Any capitalized term used in this Part B which is not defined in Part B shall have the same meaning as in Part A of the Plan.

1.01“Accrued Pension”

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(i)(1)An amount equal to one-twelfth (1/12) multiplied by the remainder of a. minus b. below:

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(i)(1)An amount equal to one-twelfth (1/12) multiplied by the remainder of a. minus b. below:

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1.02“Actuarial Equivalent” shall mean a benefit having the same value as the benefit it replaces:

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1.03“Actuary” means an individual actuary enrolled with the Federal Joint Board for the Enrollment of Actuaries selected by the Company, or firm of actuaries at least one of whose members is so enrolled.

1.04“Affiliated Employer” means each corporation which is included as a member of a controlled group with the Company and trades or businesses, whether or not incorporated, which are under common control by or with the Company within the meanings of Sections 4l4(b) and 414(c) of the Internal Revenue Code, or any amendments thereof. Further, the term shall include any members of the same “affiliated service group” within the meaning of Internal Revenue Code Section 414(m) or deemed as such pursuant to regulations under Code Section 414(o).

1.05“Annuity Starting Date” means (i) as provided in Internal Revenue Code Section 417(e), the first day of the first period for which an amount is payable as an annuity and (ii) pursuant to IRS Notice 93-26, the date of the distribution in the case of a lump sum distribution made before the first day of the first period for which an amount is paid as an annuity.

1.06“Average Annual Compensation” means the amount obtained by dividing by 5 the total Compensation of an Employee during the five consecutive Plan Years in the 10 Plan Year period ending with the current Plan Year in which his Compensation was highest. If an Employee’s entire period of service with the Company is less than five Plan Years, the Employee’s Average Annual Compensation shall be determined by averaging (on an annual basis) the Compensation received by the Employee from the Company during the Employee’s entire period of service with the Company.

1.07“Basic Pension” means a monthly amount which shall be payable for the life of the recipient (before any reduction for a Joint and Survivor Pension), the last payment to be made as of the first day of the month in which his death occurs.

1.08“Benefit Rate” means for Employees who terminate employment after December 31, 1988 and prior to January 7, 1991, the sum of $6.00. For Employees who terminate employment after January 6, 1991 and prior to March 9, 1992, “Benefit Rate” means $6.25. For Employees who terminate employment after March 8, 1992 and prior to March 8, 1993, “Benefit Rate” means $6.50. For Employees who terminate employment after March 7, 1993, Benefit Rate means $7.00. An Employee’s pension shall be governed by the Benefit Rate in effect at the time of his termination of employment.

1.09“Break in Service” means any Employee Year during which the Employee does not complete 500 Hours of Service in the aggregate with the Company or any Affiliated Employer. Solely for the purpose of determining whether or not a Break in Service occurs under this Plan for terminations after 1984, up to 501 Hours of Service shall be credited during the continuation of

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any maternity or paternity absence, as such absences are defined in paragraph 202(b)(5) of ERISA, either in the Employee Year of its commencement if an Employee would otherwise have fewer than 501 Hours of Service in that year, or, if not, then in the following Employee Year. Such Hours of Service shall be credited at the same rate as normally would occur but for such absence, or, in the case of uncertainty, at the rate of eight hours of service per day of absence. If the Employee does not return to the performance of duties for the Company or for an Affiliated Employer by the first business day of the first Employee Year after such maternity or paternity hours are credited, then a Break in Service may be deemed to commence either on that date or on such later date as any authorized leave of absence given in connection with or during the maternity or paternity absence shall have ended without return of the Employee to such active duties. Nothing in this Section shall be understood to establish or alter any Employee policy with respect to maternity or paternity leaves for any purpose other than the determination of Breaks in Service under this Plan.

1.10“Committee” means the Retirement Committee, if any, appointed pursuant to Part A to aid in administration of the Plan.

1.11“Company” means Weyco Group, Inc. “Company” also means any Affiliated Employer which has been authorized by the Board of Directors of Weyco Group, Inc. to participate as a sponsor hereof and which has adopted this Plan by resolution of its Board; provided, however, that for purposes of the power to amend the Plan or to terminate the Plan in whole or in part or to make decisions with respect to the selection of the Trustee or to serve as Plan Administrator, Company shall refer only to Weyco Group, Inc. (Nunn-Bush Shoe Company has become a Company sponsoring the Plan as to its employees effective January 1, 1992.) Any participating Company shall have the right to terminate participation in the Plan with respect to its own employees.

1.12“Compensation” means for any Plan Year the sum of (i) the total of all amounts paid to an Employee by the Employer defined as wages within the meaning of Internal Revenue Code Section 3401(a) (determined without regard to any rules under Section 340l(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401(a)(2)) and all other payments of compensation paid to an Employee by the Company for which the Company is required to furnish the Employee a written statement under Internal Revenue Code Sections 6041(d) and 6051(a)(3), exclusive of amounts paid or reimbursed by the Company for moving expenses incurred by the Employee to the extent that at the time of the payment it is reasonable to believe that these amounts are deductible by the Employee under Internal Revenue Code Section 217, plus (ii) the amount of any salary reduction contributions made on behalf of the Employee during that year to plans described in Sections 125, 132(f)(4) or 401(k) of the Internal Revenue Code. However, for any Plan Year, Compensation in excess of $200,000 (as adjusted for cost of living under Internal Revenue Code Section 401(a)(l 7) from time to time) shall be disregarded.

1.13“Covered Compensation” for an Employee means the average (without indexing) of the taxable wage bases as in effect under the Federal Insurance Contributions Act for each calendar year during the 35-year period ending with the calendar year in which the Employee

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attains (or will attain) Social Security Retirement age. A 35-year period is used for all individuals regardless of the year of birth of the individual. In determining an Employee’s Covered Compensation for a Plan Year, the taxable wage base for all Plan Years beginning after the first day of the Plan Year is assumed to be the same as the taxable wage base in effect as of the beginning of the Plan Year. An employee’s Covered Compensation for a Plan Year beginning after such 35-year period is the Employee’s Covered Compensation for the Plan Year during which the 35-year period ends. An Employee’s Covered Compensation for a Plan Year beginning before such 35-year period is the taxable wage base in effect as of the beginning of the Plan Year. For purposes of determining the amount of an Employee’s Covered Compensation, the Plan shall use tables provided by the Internal Revenue Service that are developed by rounding the actual amounts of Covered Compensation for different years of birth. An Employee’s Covered Compensation shall be automatically adjusted for each Plan Year.

1.14‘‘Credited Service” means time spent by an Employee in the employment of the Company which is relevant for purposes of determining benefit amount. Credited Service shall be equal to the Employee’s Vesting Service less Vesting Service attributable to (i) Hours of Service with an Affiliated Employer, (ii) Hours of Service attributable to service in the Armed Forces when, although in the employ of the Company, he was not an “Employee” as defined herein at the time he went into the Armed Forces and (iii) any other Hours of Service with the Company during periods when he was not an “Employee” as defined herein. Service with Weyenberg Shoe Manufacturing Company of Ireland, Ltd. shall be treated as though it were service with the Company for purposes of computing Credited Service; provided, however, that if any person who is credited with such service becomes a Highly Compensated Employee as described in Part A, then notwithstanding any provision of this Plan to the contrary such Employee’s Accrued Pension under this Plan shall be equal to the greater of (A) or (B) where (A) is his Accrued Pension based on Credited Service excluding Credited Service attributable to employment at Weyenberg Shoe Manufacturing Company of Ireland, Ltd. and (B) is the sum of (i) his Accrued Pension as of the last day before he became a Highly Compensated Employee plus (ii) his Accrued Pension calculated under this Plan based only on years of Credited Service earned from and after the date he became a Highly Compensated Employee.

1.15“Disability” means a physical or mental condition which totally disables and which is expected to and presumably will continually and permanently totally disable the Employee. Such disability shall be established by a determination of the Social Security Administration.

Disability shall not include any physical or medical condition which resulted from:

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1.16“Employee” means any person defined as an “Employee” in Article II hereof. No individual who is an independent contractor providing services to the Company or an employee of an independent contractor providing services to the Company shall be considered to be an Employee. Notwithstanding any other provision of this Plan to the contrary, no individual shall be covered hereunder while classified other than as an eligible “Employee” by the Company with respect to its payroll practices (including, but not limited to, an independent contractor or an employee of an independent contractor, a consultant or a temporary help agency worker) during the period of such classification, regardless of any subsequent reclassification arising as a matter of law or otherwise.

1.17“Employee Year” means with respect to each Employee, the 12 month period commencing with his employment commencement date and each succeeding 12 month period.

1.18“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.19“ERISA Amendment Date” means January 1, 1976.

1.20“Final Average Compensation” for an Employee means the average of the Employee’s Compensation for the 3-consecutive-year period ending with the Plan Year. If, as of a Plan Year, an Employee’s entire period of employment with the Employer is less than 3 consecutive years, the Employee’s Final Average Compensation must be determined by averaging the Compensation received by the Employee from the Company during the Employee’s entire period of employment with the Company. The definition of Final Average Compensation used in the Plan shall be applied consistently with respect to all Employees. In determining an Employee’s Final Average Compensation, Compensation for any Plan Year in excess of the taxable wage base under the Federal Insurance Contributions Act in effect at the beginning of that Plan Year shall not be taken into account.

1.21“General Permitted Disparity Factor” means the lesser of (a) or (b) below:

1.22“Hour of Service” means each hour for which an Employee is either directly or indirectly paid, or entitled to payment by the Company or an Affiliated Employer for the performance of duties for the Company or an Affiliated Employer, whether as an Employee as defined herein or as an employee of the Company or an Affiliated Employer prior to or subsequent to his becoming an Employee hereunder. In addition, Hours of Service shall include each hour of paid absence. Employees who are compensated other than on an hourly basis shall be credited with 45 Hours of Service for each week in which they are paid or entitled to be paid by the

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Company or an Affiliated Employer. An Hour of Service shall include each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed upon by the Company or an Affiliated Employer. Further, the term “Hour of Service” shall include periods of time during which the Employee is on an authorized leave of absence or during which his absence is due to service in the Armed Forces of the United States, provided that he returns to employment upon the expiration of any such leave of absence or within the period during which his reemployment rights are guaranteed by law, with the Employee to be credited with the number of hours for each week during such periods of time as he would accrue in a customary work week. Notwithstanding any other provision hereof to the contrary, no one shall be credited with Hours of Service for any portion of a period of paid or unpaid absence (other than for military leave or jury duty) in excess of six months (or such longer period of time permitted by IRS regulations under Code Section 401(a)(4)); provided, however, that this exclusion shall not apply to absences which occurred prior to 1992. For purposes of determining Vesting Service only, the limitation on credited Leave of Absence in the preceding sentence shall not apply to those individuals who were credited with 3 years of Vesting Service prior to January l, 1992. Nonperformance Hours of Service shall be determined and credited, and all Hours of Service shall be allocated to computation periods, in accordance with Department of Labor Regulations 2530.200b-2(b) and (c). No Employee shall be credited more than once with Hours of Service with respect to the same actual hours or weeks.

1.23“Hourly Paid Staff Employee” means any individual who had been covered in the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff Employees as of December 31, 1988 and who continues in the employ of the Company after that date and, also, any individual described in subparagraph (i) of paragraph (b) of Section 2.01.

1.24“Joint and Survivor Pension” means a reduced pension payable for the Employee’s life with 66.67% thereof continued after his death to, and for the life of, his Eligible Spouse. The reduced pension is the Basic Pension otherwise payable to the Employee multiplied by the factor determined from Table II attached hereto.

1.25“Plan” as used in this Part B, shall mean this Part B of the Weyco Group, Inc. Pension Plan unless the context clearly requires that the term “Plan” shall mean the entire plan.

1.26“Plan Year” means the annual accounting period of the Plan, which is the calendar year.

1.27‘‘Retirement Date” means an Employee’s Normal, Disability or Early Retirement Date, whichever is applicable as follows:

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1.28“Salaried Employee” means any person who had been covered by the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan as of December 31, 1988 and continues in the employ of the Company after that date and any individual described in subparagraph (ii) of paragraph (b) of Section 2.01.

1.29“Salesmen’s Permitted Disparity Factor” means the lesser of (a) or (b) below:

1.30‘‘Social Security Retirement Age” means the age used as the retirement age for the Employee under Section 216(1) of the Social Security Act, except that such Section shall be applied without regard to the age increase factor, and as if the early retirement age under Section 216(a)(2) of such Act were 62. Accordingly, the Social Security Retirement Age is 65 for an Employee attaining age 62 before January 1, 2000 (i.e., born before January l, 1938), 66 for an Employee attaining age 62 after December 31, 1999 and before January 1, 2017 (i.e., born after December 31, 1937, but before January 1, 1955), and 67 (for an Employee attaining age 62 after December 31, 2016 (i.e., born after December 31, 1954).

1.31“Vesting Service” means time spent by an Employee in the employment of the Company (or an Affiliated Employer after the ERISA Amendment Date) prior to his having reached his Normal Retirement Date which is relevant for purposes of determining eligibility for a Deferred Vested Benefit, determined in accordance with reasonable and uniform standards and policies adopted by the Company from time to time, subject to the following provisions:

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Employee Year in which the Employee has completed l000 Hours of Service. If an Employee has less than 1000 Hours of Service for any Employee Year, he shall not receive any Vesting Service for such year.

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ARTICLE II

ELIGIBILITY

2.01Prior to January 1, 1992.

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of (i) January l, 1992 or (ii) the first January 1st or July 1st which is not more than six months after the later of (A) the date he attains age 21 and (B) the last day of the first Employee Year during which he completes 1,000 Hours of Service.

2.03Leased Employees.

“Leased employees,” as that term is defined in Section 414(h) of the Internal Revenue Code, shall not be treated as “Employees” for either Section 2.01 or 2.02 above even though it is recognized that such leased employees, if any, must be treated as employees of the Company for purposes of certain nondiscrimination, coverage and other rules under the Internal Revenue Code. For purposes of this Section 2.03, a “leased employee” is any person (other than an employee of the recipient) who, pursuant to an agreement between the recipient and any other person, has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year and such services are performed under the recipient’s primary direction or control.

2.04Transition Rule For Employees Over Age 60 When Hired.

Any person hired prior to January 1, 1988 who would have been excluded from coverage under the Plan, because over age 60 when hired who remains in the Company’s employ at least until January l, 1988 shall nevertheless be treated as covered by the Salaried Plan or Hourly Paid Staff Plan, as the case may be, as of such person’s date of hire.

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ARTICLE III

RETIREMENT BENEFITS

3.01Normal Retirement Pension.

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foregoing provisions of this Section 3.01, based on Credited Service, Final Average Compensation, Average Annual Compensation and Covered Compensation as of the date of his actual later retirement. Such pension shall commence on the first of the month following the Employee’s actual later retirement in the manner specified in Section 3.04.

(c)(i)Notwithstanding any provision of the Plan to the contrary, under no circumstances shall the pension payable under Section 3.01 (a) or 3.01 (b) of an Employee covered under the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan as in effect on December 31, 1988 be less than the amount of his Accrued Pension on December 31, 1988 as determined under the rules of such Plan as in effect on December 31, 1988.

(d)(i)For any person who was a covered Employee under the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan on December 31, 1988 and who is not a Highly Compensated Employee as described in Section 9.02 of Part A, the minimum Accrued Pension of such individual at any date shall not be less than the amount of Accrued Pension he would have had at such date under the rules of the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan as in effect on December 31, 1988. However, in computing such pension the definition of Compensation contained in this document (but multiplied times one-twelfth) shall be substituted for the definition of Earnings contained in the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan as in effect on December 31, 1988 for determining the amount of Earnings of the Employee in Plan Years after 1988 (but not Plan Years prior to 1989).

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3.02Early Retirement Benefit.

An Employee who has both completed 15 years of Vesting Service and attained age 55 may elect to retire at any time prior to his Normal Retirement Date. In such event, he shall receive a Basic Pension which shall commence on his Normal Retirement Date equal to his Normal Accrued Pension as of his Early Retirement Date. Alternatively, the Employee may elect to have payment of his pension commence on the first day of any calendar month coinciding with or following his Early Retirement Date and prior to his Normal Retirement Date. In such event, his Basic Pension shall be his Early Accrued Pension on such early benefit commencement date. Payment of such pension shall be made in the manner specified in Section 3.04.

3.03Disability Pension.

If an Employee who has completed at least five years of Vesting Service terminates employment as a result of a Disability before reaching his Normal Retirement Date, he shall be entitled to a Pension in the amount of his Accrued Pension at his Disability Retirement Date. The Disability Pension shall be payable as a Basic Pension through the month preceding the month in which falls the Employee’s Normal Retirement Date.

A Disability Pension shall be payable only so long as the Employee continues to have a Disability. If, after Disability Pension payments have begun, the Social Security Administration determines that the Employee no longer has a Disability, his Disability Pension shall cease.

An Employee entitled to a Disability Pension shall not have incurred an Annuity Starting Date within the meaning of Section 3.04(c) until Normal Retirement Date. In any event, the

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Disability Pension shall end upon the Employee’s attainment of his Normal Retirement date. At that time the Employee’s Normal Retirement Pension shall commence to him instead. Such Normal Retirement Pension shall be equal in an amount to his Accrued Normal Pension at the time of his termination of employment due to Disability and shall be payable in the manner provided in Section 3.04.

In the event of the death prior to his Normal Retirement Date of an Employee who had been receiving a Disability Pension, then the Disability Pension shall be discontinued and no continuing annuity shall be payable to the Employee’s spouse or any other person with respect to such Disability Pension. However, if such Employee was married at the time of his death, the surviving spouse to whom the Employee was married at the time of his death shall be entitled to the Automatic Survivor Income Benefit described in Section 5.01. Such benefit shall commence at the time elected by such surviving spouse in accordance with the requirements of Section 5.01 and shall be calculated with respect to the Accrued Pension on his Disability Retirement Date.

The pension payable hereunder to a disabled Employee whose Disability is considered to have ended prior to his Normal Retirement Date shall be handled as follows:

Annual Compensation, Final Average Compensation, Covered Compensation, and Credited Service earned before and after the period of his absence from employment due to Disability.

3.04Method of Payment - Joint and Survivor Pension.

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(and beneficiary) by the Employee without any requirement of further consent of the spouse; provided, however, that no general consent of the spouse is valid, unless the general consent acknowledges that the spouse has the right to limit consent to a specific beneficiary and a specific optional form of benefit and that the spouse voluntarily elects to relinquish both of such rights. An Employee who is unmarried on his benefit commencement date shall receive his benefit as a Basic Pension or in one of the optional forms available under paragraph (b) below. An election made before the applicable election period shall be invalid.

For purposes of Section 3.04(b)(i) and (ii), “beneficiary” means a single individual designated by the Employee at the time of election of such optional form of benefit, to receive any benefit that may be payable under the Plan on or after the Employee’s death. For purposes of Section 3.04(b)(iii) “beneficiary” means any one or more primary or contingent beneficiaries designated by the Employee at the time of election of such optional form of benefit to receive any benefit that may be payable under the Plan on or after the Employee’s death. In the event that no designated Beneficiary survives the Employee, the survivor benefits under Section 3.04(b) (i), (ii) or (iii), whichever is applicable, shall be discontinued.

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to the Employee a written notification of the terms and conditions of the Joint and Survivor Pension, the availability and general effect (including a description of the relative values of the available forms of distribution) of any election under this Section to waive the Joint and Survivor Pension, the availability of additional information about the specific financial effect of making such election, the right of the Employee and the Employee’s spouse with regard to electing the Basic Pension and other options and the Employee’s right to revoke any such election along with the effect of such revocation. If an Employee makes a request for additional information during the applicable election period, the Committee shall furnish such information, in terms of dollars per benefit payment, to the Employee within 30 days of such request.

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adjustment for interest calculated using the applicable interest rate (as described in Section 1.02).

An Employee shall have until the later of (i) the Benefit Commencement Date or (ii) the eighth day following the date the Employee is provided with the explanation of the Joint and Survivor Pension in which to revoke any waiver made by the Employee under this paragraph.

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401 (a)(9) and regulations thereunder shall override any distribution options described in this Plan to the extent that those options could be considered to be inconsistent with the requirements of Code Section 401(a)(9) and regulations thereunder. The rules set forth in the Plan regarding time of commencement of distribution and method of distribution shall be in lieu of the default provisions in IRS Regulation Sections 1.401(a)-l, 1.401(a)(9)-1 and 1.401(a)(9)-2. For purposes of determining compliance with Code Section 401(a)(9), life expectancies shall not be recalculated.

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the Employee as of the Employee’s birthday in the year that contains the annuity starting date.

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beneficiary’s birthday in the calendar year immediately following the calendar year of the Employee’s death; or

3.07Re-employment.

If a former Employee is reemployed by the Company at a time when he is receiving a pension hereunder, the Employee’s pension benefit shall be suspended throughout the period of his reemployment. No payment shall be withheld unless the Company notifies the Employee by personal delivery or first class mail during the first calendar month or payroll period in which the Plan withholds payments that his or her benefits are suspended. Such notification shall contain a description of the specific reasons why benefit payments are being suspended, a description of this provision relating to the suspension of payments, a copy of such provision, and a statement to the effect that applicable Department of Labor regulations may be found in 29 CFR Section 2530.203.3. In addition, the notice shall inform the Employee of the Plan’s procedures for affording a review of the suspension of benefits. Requests for such review shall be considered in accordance with the claims procedure described in Part A. The notification described in this paragraph shall also be provided in the case of an Employee who continues in employment beyond Normal Retirement date.

Upon such Employee’s subsequent cessation of reemployment the pension benefit payable to or with respect to such Employee, if any, shall resume upon the Benefit Resumption Date, which shall be the first day of the calendar month following the calendar month in which the Employee terminates reemployment.

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From and after the Benefit Resumption Date, the Pension payable under this Plan, if any, to or with respect to a former Employee who is reemployed by the Company as an Employee shall be determined as follows:

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the Employee had less than 40 Hours of Service (as Hours of Service are defined in Section 1.22 but excluding Hours of Service which are attributable to authorized leaves of absence other than for service in the Armed Forces of the United States). The benefit due with respect to any such month in which the Employee had less than 40 such Hours of Service shall be increased by interest at the rate of 6% compounded annually for the period from the date the payment for such month would have been made had the Employee not been reemployed (or, in the case of a late retiring Employee, had he not continued in employment) until the Employee’s Benefit Resumption Date [or his actual retirement date in the case of a late retiring Employee under Section 3.01(b)]. In the event of the Employee’s death while reemployed (or, in the case of a late retiring Employee, while continuing in employment beyond Normal Retirement Date), the benefits due with respect to any such month in which the Employee had such 40 Hours of Service shall be paid to the beneficiary, if any, specified in the settlement option in effect prior to the Employee’s reemployment or, if no such beneficiary was designated or is surviving, to the Employee’s estate.

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3.08Special Additional Pension.

For each Employee identified below by the Employee’s Social Security Number, the monthly Accrued Pension payable at Normal Retirement Date as otherwise determined under Section 1.01 shall also include the additional monthly amount shown below:

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In the event the special additional pension is payable prior to normal retirement date pursuant to Section 3.02 or Article IV hereof, it shall be reduced at the rate of ½% per month for each month that the benefit commencement date precedes Normal Retirement Date.

3.09Special Notice.

An Employee who terminates employment and as a result is entitled to elect to commence receipt of a pension hereunder prior to Normal Retirement Date shall be provided with a notice as administratively practicable after such termination of employment (or, if earlier, after notice is provided by the Employee of the Employee’s intent to terminate employment) advising the Employee of the fact that the Employee may elect to defer commencement of distribution until Normal Retirement Date. Such notice shall advise the Employee of how much larger benefits will be if the commencement of payment of the pension is deferred. Such notice shall comply with the requirements of any applicable Treasury regulations.

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ARTICLE IV

SEVERANCE BENEFIT

4.01Deferred Vested Pension.

An Employee shall be entitled to a Basic Pension if his employment with the Company is terminated (other than by retirement or death) after he has completed five years of Vesting Service.

4.02Payment Procedures.

A former Employee will receive his Deferred Vested Pension in an amount equal to his Normal Accrued Pension beginning on his Normal Retirement Date. However, if he had completed 15 years of Credited Service prior to his termination, he may elect to receive his Deferred Vested Pension commencing on the first of any month coincident with or next following his 55th birthday by filing a written application no earlier than 90 days prior to such early commencement date. In such event, he shall be entitled to receive a benefit which is an amount equal to his Early Accrued Pension determined as of his early commencement date. Payment of the Deferred Vested Pension shall be made in the manner specified under Section 3.04. In the circumstance in which a former Employee files a written application after his Normal Retirement Date, he shall be entitled to receive a benefit on his Annuity Starting Date which is an amount equal to the Actuarial Equivalent value of his normal Accrued Pension as defined in Section 1.02.

4.03Election of Former Vesting Provisions.

In the event the eligibility requirements of this Plan for a Deferred Vested Pension are hereafter directly or indirectly amended or such requirements of any preceding Plan have been amended by adoption of this amendment and restatement, any Employee who has completed at least three (3) Years of Vesting Service may elect to have his eligibility for a Deferred Vested Pension determined without regard to such amendment by notifying the Committee in writing during the election period as hereafter defined. The election period shall begin on the date such amendment is adopted and shall end no earlier than the latest of the following dates:

Any individual who terminates employment prior to becoming eligible for a Deferred Vested Pension shall be deemed to have had an immediate distribution of his vested interest (which is zero) in his Accrued Pension in the Plan and his unvested interest in his Accrued Pension (which is 100% of his Accrued Pension) shall be deemed to be immediately forfeited. In

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the event such individual is reemployed prior to incurring five or more consecutive Breaks in Service, he shall be deemed to have repaid such deemed distribution at the time of reemployment and his previously forfeited Accrued Pension shall be restored.

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ARTICLE V

DEATH BENEFITS

5.01Survivor Income Benefit.

5.02After Annuity Starting Date.

No benefits shall be payable under Section 5.01 if an Employee’s Annuity Starting Date has occurred prior to his death. In such case, the form, payee and amount of benefit payable, if any, shall be in accordance with the option applicable to the Employee as a result of his election or non-election under Section 3.04.

5.03Death Before Annuity Starting Date.

Except for the Survivor Income Benefit under Section 5.01, no benefits shall be payable under this Plan with respect to any Employee who dies before his Annuity Starting Date.

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ARTICLE VI

TRANSFERS

6.01From or to Another Defined Benefit Plan of the Company.

6.02From or to a Defined Contribution Plan of the Company.

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credited with Vesting Service (but not Credited Service) as long as he remains in the employ of the Company. Upon termination of employment, eligibility for a pension hereunder shall be based upon his total Vesting Service, but the amount of such pension shall be based upon his Accrued Pension as of the last day of the month in which his transfer occurs.

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ARTICLE VII

IMPACT OF AMENDMENTS ON PRIOR RETIRED

OR TERMINATED EMPLOYEES

7.01General Rule.

It is recognized that this Plan has been amended and will continue to be amended from time to time. Unless otherwise specifically stated in the amendment to the contrary, no amendment to this Plan shall have any applicability to persons who retired or otherwise terminated employment prior to the effective date of such amendment. The benefits of such persons shall be governed by the provisions of the Plan as in effect at the time of their retirement or earlier termination of employment.

7.02Exception.

Notwithstanding Section 7.01, any individual who terminated employment prior to January l, 1989 and has not commenced receipt of his pension shall automatically be eligible for the Survivor Income Benefit described under Article V of either the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan or the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff Employees, whichever was applicable to him, as in effect on December 31, 1988, regardless of whether such individual has affirmatively elected such coverage and without any further charges being assessed for such coverage other than charges due to periods prior to 1989 during which such coverage was in effect.

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ARTICLE VIII

GENERAL PROVISIONS

8.01Full Vesting Upon Attainment of Age 65.

Notwithstanding any other provision hereof, an Employee who attains his 65th birthday shall at such time become fully vested and nonforfeitable in his benefit hereunder. The amount and time of payment of such benefit shall be determined as elsewhere provided herein, except that an Employee who terminates prior to his Normal Retirement Date but on or after the later of (i) age 65 or (ii) the fifth anniversary of the date he first became eligible to participate in the Plan, shall be entitled to a Deferred Vested Pension under Section 4.01 even if he did not have five years of Vesting Service at the time of his termination of employment.

8.02Minimum Optional Form of Benefit.

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actuarial equivalencies under the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff Employees as in effect on December 31, 1988 to his Accrued Pension under whichever is applicable of either Section 1.01(b)(iv) or Section 1.01(c)(iv).

The Actuarial Equivalent lump sum value of an Employee’s Pension under Section 3.01, 3.02 or 4.01, whichever is applicable, shall be paid to the Employee as soon as administratively practicable following his termination of employment in lieu of the monthly Pension otherwise payable under the Plan if on the date of distribution such Actuarial Equivalent lump sum value is less than $3,500 ($5,000 after 1997) (or such other amount as may be specified from time to time under the Internal Revenue Code and regulations thereunder). If the Employee’s Annuity Starting Date, as defined in Section 1.05(i), shall already have occurred, lump sum payment shall be made only if the Employee so elects and, if he is married, the Employee’s spouse has consented to such election in accordance with Section 3.04. Persons who are not already in pay status and who terminate before this Section became effective shall be subject to this Section and shall receive the distributions called for by this Section as soon as practicable.

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ARTICLE IX

COVERAGE OF ADLER SHOE SHOPS, INC. EMPLOYEES

9.01Effective Date.

Salaried Employees and Hourly Paid Staff Employees of Adler Shoe Shops, Inc., became covered from and after January l, 1980 - the effective date of participation in the Plan by Adler Shoe Shops, Inc. Effective July 17, 1988 Adler Shoe Shops, Inc. was merged into Nunn-Bush Shoe Company. However, those individuals who had formerly worked for Adler Shoe Shops, Inc. who had been covered hereunder became employees of Weyenberg Shoe Manufacturing Company on July 17, 1988 and continued to be covered hereunder from July 17, 1988 forward.

9.02Service.

Each employee described in Section 9.01 shall be credited with one year of Vesting Service and one year of Credited Service for each “Year of Service” credited to him prior to January l, 1980 under the plan maintained by Adler Shoe Shops, Inc. pursuant to the Shoe League Master Pension Trust (the “Prior Plan”). (Accrued benefits and assets sufficient to provide such Accrued Benefits were transferred from the Prior Plan to this Plan and, accordingly, service with Adler Shoe Shops, Inc. credited under the Prior Plan is properly treated as service credited under this Plan, including (pursuant to Code Section 414(a)) service with Adler prior to the time it became affiliated with the Company.) Vesting Service and Credited Service for employment from and after January l, 1980 shall be determined in accordance with the rules of the Plan.

9.03No Reduction of Benefits.

Notwithstanding any other provision hereof, the Accrued Pension applicable to any individual described in Section 9.01 shall not be less than the accrued benefit of each such person under the Prior Plan as of December 31, 1979.

Dated this 30 day of December, 2015.

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THE WEYCO GROUP, INC. PENSION PLAN

PART C

Amended and Restated Effective January l, 2016

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THE WEYCO GROUP, INC. PENSION PLAN

PART C

Table of Contents

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Table of Contents

(continued)

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THE WEYCO GROUP, INC. PENSION PLAN

PART C

PREAMBLE

This document sets forth the terms and provisions of Part C of the Weyco Group, Inc. Pension Plan. Employees eligible under this Part C are those employees who would have been eligible under the Weyco Group Inc. Shoe Production Workers Pension Plan had it not been merged into the Weyco Group, Inc. Pension Plan. This Part C is restated effective as of January l, 2016 (except to the extent a different effective date for a particular provision is otherwise specified.)

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ARTICLE I

DEFINITIONS

Words and phrases appearing in this Part C shall have the respective meanings set forth in this Article, unless the context clearly indicates to the contrary. Any reference to an Article or Section shall mean an Article or Section in this Part C unless specified to the contrary. Any capitalized term used in this Part C which is not defined in Part C shall have the same meaning as in Part A of the Plan.

1.01 “Accrued Pension” means the unreduced pension of an Employee in the event of his termination of employment with the Company for any reason before Normal Retirement Date or the earlier termination of the Plan or his transfer to a position with the Company which makes him ineligible for continued coverage hereunder, which shall be an amount equal to the Benefit Rate in effect at the date of his termination or termination of the Plan or such transfer based on his Credited Service as of the date of his termination or the earlier termination of the Plan or such transfer.

1.02“Actuarial Equivalent” shall mean a benefit having the same value as the benefit it replaces:

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subparagraph (A) of Internal Revenue Code Section 430(h)(3), without regard to subparagraph (C) or (D) of such Section.

1.03“Actuary” means an individual actuary enrolled with the Federal Joint Plan Administrator for the Enrollment of Actuaries selected by the Plan Administrator or a firm of actuaries at least one of whose members is so enrolled.

1.04“Affiliated Employer” means each corporation which is included as a member of a controlled group with the Company and trades or businesses, whether or not incorporated, which are under common control by or with the Company within the meanings of Sections 414(b) and (c) of the Internal Revenue Code and shall include members of the same “affiliated service group” within the meaning of Code Section 414(m) or deemed as such pursuant to regulations under Code Section 414(o).

1.05“Basic Pension” means a pension which shall be payable for the life of the recipient (before any reduction for Joint and Survivor Pension benefit), the last payment to be made as of the first day of the month in which his death occurs.

1.06“Benefit Rate” means as of January 1, 1976, a monthly amount equal to $3.50 for each year of Credited Service. From and after January l, 1977, “Benefit Rate” means a monthly amount equal to $3.75 for each year of Credited Service. From and after March 16, 1979, “Benefit Rate” means a monthly amount equal to $4.25 for each year of Credited Service. From and after February 16, 1981, “Benefit Rate” means a monthly amount equal to $4.50 for each year of Credited Service. From and after March l, 1982, “Benefit Rate” means a monthly amount equal to $5.00 for each year of Credited Service. From and after February 7, 1983, “Benefit Rate” means a monthly amount equal to $5.25 for each year of Credited Service. From and after March 6, 1984, “Benefit Rate” means a monthly amount equal to $5.50 for each year of Credited Service from and after March 4, 1985, “Benefit Rate” means a monthly amount equal to $5.75 for each year of Credited Service. From and after November 16, 1987, “Benefit Rate” means a monthly amount equal to $6.00 for each year of Credited Service. From and after January 7, 1991, “Benefit Rate” means a monthly amount equal to $6.25 for each year of Credited Service. From and after March 9, 1992, “Benefit Rate” means a monthly amount equal to $6.50 for each year of Credited Service. From and after March 8, 1993, “Benefit Rate” means a monthly amount equal to $7.00 for each year of Credited Service. From and after February 21,

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1994, “Benefit Rate” means a monthly amount equal to $7.25 for each year of Credited Service. From and after March 6, 1995, “Benefit Rate” means a monthly amount equal to $7.50 for each year of Credited Service. From and after March 11, 1996, “Benefit Rate” means a monthly amount equal to $7.75 for each year of Credited Service. From and after March 10, 1997, “Benefit Rate” means a monthly amount equal to $8.00 for each year of Credited Service. From and after March 2, 1998, “Benefit Rate” means a monthly amount equal to $9.00 for each year of Credited Service. From and after February 28, 2000, “Benefit Rate” means a monthly amount equal to $9.50 for each year of Credited Service. From and after February 26, 2001, “Benefit Rate” means a monthly amount equal to $10.00 for each year of Credited Service. From and after February 3, 2003, “Benefit Rate” means a monthly amount equal to $11.00 for each year of Credited Service. From and after March 22, 2004, “Benefit Rate” means a monthly amount equal to $11.50 for each year of Credited Service. From and after March 21, 2005, “Benefit Rate” means a monthly amount equal to $12.00 for each year of Credited Service. From and after March 6, 2006, “Benefit Rate” means a monthly amount equal to $12.50 for each year of Credited Service. From and after March 19, 2007, “Benefit Rate” means a monthly amount equal to $13.00 for each year of Credited Service. From and after March 17, 2008, “Benefit Rate” means a monthly amount equal to $13.50 for each year of Credited Service. An Employee’s pension shall be governed by the Benefit Rate in effect at the time of his termination of employment.

1.07“Break in Service” means any Employee Year during which the Employee does not complete 500 Hours of Service in the aggregate with the Company or any Affiliated Employer. Solely for the purpose of determining whether or not a Break in Service occurs under this Plan for terminations after 1984, up to 501 Hours of Service shall be credited during the continuation of any maternity or paternity absence, as such absences are defined in paragraph 202(b)(5) of ERISA, either in the Employee Year of its commencement if a Participant would otherwise have fewer than 501 Hours of Service in that year, or, if not, then in the following Employee Year. Such Hours of Service shall be credited at the same rate as normally would occur but for such absence, or, in the case of uncertainty, at the rate of eight hours of service per day of absence. If the Employee does not return to the performance of duties for the Company or for an Affiliated Employer by the first business day of the first Employee Year after such maternity or paternity hours are credited, then a Break in Service may be deemed to commence either on that date or on such later date as any authorized leave of absence given in connection with or during the maternity or paternity absence shall have ended without return of the Employee to such active duties. Nothing in this Section shall be understood to establish or alter any Employer policy with respect to maternity or paternity leaves for any purpose other than the determination of Breaks in Service under this Plan.

1.08“Company” means Weyco Group, Inc. or any successor by merger, purchase or otherwise.

1.09“Credited Service” means time spent by an Employee in the employment of the Company which is relevant for purposes of determining benefit amount. Credited Service shall be equal to the Employee’s Vesting Service except that Vesting Service attributable to Hours of Service with an Affiliated Employer or to Hours of Service during periods when he was employed by the Company other than as an Employee as defined herein or to periods of employment with Sportwelt Shoe Company, Inc. of Wisconsin (and its predecessors) shall be subtracted.

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1.10“Disability” shall be deemed to exist when the Employee is found by the Plan Administrator on the basis of a report by a physician appointed by the Plan Administrator to be wholly and permanently prevented from engaging in any occupation or employment for wage or profit as a result of injury or disease, either occupational or non-occupational in cause. Notwithstanding the foregoing, the term “Disability” shall exclude for the purposes of the Plan, any disability found by the Plan Administrator to have been incurred while the Employee was engaged in a criminal enterprise, or which consists of chronic alcoholism or addiction to narcotics, or is the result of an injury intentionally self-inflicted by the Employee, or any disability resulting from service in the armed forces of any country.

1.11“Effective Date” means November 4, 1957.

1.12“Employee” means any person employed by the Company to whom the benefits of this Plan have been made available by the Pension Agreement with the Union. Any such person shall be covered under the Plan commencing with his date of hire by the Company; provided that any person who was hired by the Company prior to the ERISA Amendment Date and who was excluded from coverage under the Plan as in effect prior to the ERISA Amendment Date because not a regular full-time employee and who is still in the employ of the Company on the ERISA Amendment Date shall be covered commencing on the ERISA Amendment Date and his Vesting Service and Credited Service shall be counted only from and after the ERISA Amendment Date. “Leased Employees” within the meaning of Internal Revenue Code Section 414(n) shall not be eligible to participate in this Plan because they do not come within the foregoing definition. “Leased Employee” means any person (not in the employ of the Company) who pursuant to an agreement between the Company and any other person has performed services for the Company (or for the Company and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year and such services are performed under the Company’s primary direction or control. Notwithstanding any other provision of this Plan to the contrary, no individual shall be covered hereunder while classified other than as an eligible “Employee” by the Company with respect to its payroll practices (including, but not limited to, an independent contractor or an employee of an independent contractor, a consultant or a temporary help agency worker) during the period of such classification, regardless of any subsequent reclassification arising as a matter of law or otherwise.

1.13“Employee Year” means with respect to each Employee, the 12 month period commencing with his employment commencement date and each succeeding 12 month period. The employment commencement date of any person previously excluded because not a regular full-time employee who becomes covered as an Employee on the ERISA Amendment Date shall be deemed to be the ERISA Amendment Date.

1.14“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.15“ERISA Amendment Date” means January l, 1976.

1.16“Hour of Service” means each hour for which an Employee is either directly or indirectly paid, or entitled to payment by the Company or an Affiliated Employer for the performance of duties for the Company or an Affiliated Employer, whether as an Employee as

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defined herein or as an employee of the Company or an Affiliated Employer prior to or subsequent to his becoming an Employee hereunder. In addition, Hours of Service shall include each hour of paid absence. Employees who are compensated other than on an hourly basis shall be credited with 45 Hours of Service for each week in which they are paid or entitled to be paid by the Company or an Affiliated Employer. An Hour of Service shall include each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed upon by the Company or an Affiliated Employer. Further, the term “Hour of Service” shall include periods of time during which the Employee is on an authorized leave of absence or during which his absence is due to service in the Armed Forces of the United States, provided that he returns to employment upon the expiration of any such leave of absence or within the period during which his reemployment rights are guaranteed by law, with the Employee to be credited with the number of hours for each week during such periods of time as he would accrue in a customary work week. Nonperformance Hours of Service shall be determined and credited, and all Hours of Service shall be allocated to computation periods, in accordance with Department of Labor Regulations 2530.200b-2(b) and (c). No Employee shall be credited more than once with Hours of Service with respect to the same actual hours or weeks.

1.17“Joint and Survivor Pension” means a reduced pension payable for the Employee’s life with 50% thereof continued after his death to, and for the life of, his Eligible Spouse:

1.18“Labor Agreement” means the Company’s Labor Agreement with the Union.

1.19“Optional Joint and Survivor Pension” means a reduced pension payable for the Employee’s life with 75% thereof continued after his death to, and for the life of, his Eligible Spouse. The reduced pension will be calculated using actuarial equivalence determined on the basis of 6% interest and the blended 1994 Group Annuity Mortality Table projected to 2002 with no adjustment in ages for Employees, joint pensioners or alternate payees.

1.20“Pension Agreement” means the Company’s Pension Agreement with the Union.

1.21“Plan”, as used in this Part C, shall mean this Part C of the Weyco Group, Inc. Pension Plan unless the context clearly requires that the term “Plan” shall mean the entire plan.

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1.22“Plan Year” means the annual accounting period of the Plan, which is the calendar year.

1.23“Retirement Date” means an Employee’s Normal Retirement Date, Early Retirement Date, Disability Retirement Date or Deferred Vested Retirement Date, whichever is applicable as follows:

(i)The date upon which the Employee attains age 65, or

(ii)The 5th anniversary of the date upon which a person first became an Employee.

1.24“Union” means local 651 of the Boot and Shoe Workers Union, AFL-CIO, which has agreed with the Company to be covered by this Plan or as this Plan may be modified.

1.25“Vesting Service” means time spent by an Employee in the employment of the Company (or an Affiliated Employer after the ERISA Amendment Date) which is relevant for purposes of determining eligibility for a Deferred Vested Pension, determined in accordance with reasonable and uniform standards and policies adopted by the Company from time to time, subject to the following provisions:

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for employment with Sportwelt Shoe Company, Inc. of Wisconsin (and its predecessors).

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ARTICLE II

RETIREMENT BENEFIT

2.01Normal Retirement.

Any present or future Employee whose active service with the Company has been terminated on or after his Normal Retirement Date shall be entitled to receive a Basic Pension which shall equal the applicable Benefit Rate at the Employee’s Normal Retirement Date based on his Credited Service at such date. Payment of such pension shall be made in the manner specified under Section 2.03 commencing on the Employee’s Normal Retirement Date, or in the event of retirement after Normal Retirement Date, on the first of the month coincident with or next following the date of actual retirement (the “Late Retirement Date”).

2.02Early Retirement.

An Employee who has completed 15 years of Credited Service may elect to retire at any time after his 62nd birthday. In such event, he shall receive an immediate Basic Pension commencing on his Normal Retirement Date equal to his Accrued Pension. However, the Employee may elect to commence receipt of his pension beginning on his Early Retirement Date or the first day of any subsequent month. In that event, he shall be eligible to receive an immediate Basic Pension in the following reduced amount:

Age 62 retirement - 80% of the applicable Benefit Rate on his Early Retirement Date based on his Credited Service at such date.

Age 63 retirement - 86.7% of the applicable Benefit Rate on his Early Retirement Date based on his Credited Service at such date.

Age 64 retirement - 93.3% of the applicable Benefit Rate on his Early Retirement Date based on his Credited Service at such date.

Payment of such pension shall be made in the manner specified in Section 2.03 commencing on the Employee’s Early Retirement Date.

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form of payment will not be valid unless (l) the election designates a form of payment (and beneficiary) which may not be changed without spousal consent or (2) the consent of the spouse permits further designations as to the form of payment (and beneficiary) by the Participant without any requirement of further consent of the spouse; provided, however, that no general consent of the spouse is valid, unless the general consent acknowledges that the spouse has the right to limit consent to a specific beneficiary and a specific optional form of benefit and that the spouse voluntarily elects to relinquish both of such rights. An Employee who married within one year before his benefit commencement date, and has been married to that spouse for at least one year on his date of death shall be deemed to have been married throughout the one year period ending on his benefit commencement date. An Employee who married within one year before his benefit commencement date, and has been married for less than one year on his benefit commencement date shall receive his benefit as a Basic Pension until the first anniversary of his marriage, at which time his benefit shall be converted to a Joint and Survivor Pension, unless he elects in writing during the applicable election period specified above to receive his benefit as a Basic Pension or, after 2007, an Optional Joint and Survivor Pension and his spouse consents to his election, in a manner acknowledging the effect of such election, in a writing, witnessed by a plan representative or notary public (or the Employee can establish to the satisfaction of the Plan Administrator that consent cannot be obtained because the Employee’s spouse cannot be located or such other circumstances as may be provided by applicable government regulations). Such election of an alternative form of payment will not be valid unless (l) the election designates a form of payment (and beneficiary) which may not be changed without spousal consent or (2) the consent of the spouse permits further designations as to the form of payment (and beneficiary) by the Participant without any requirement of further consent of the spouse; provided, however, that no general consent of the spouse is valid, unless the general consent acknowledges that the spouse has the right to limit consent to a specific beneficiary and a specific optional form of benefit and that the spouse voluntarily elects to relinquish both of such rights. An Employee who is unmarried on his benefit commencement date shall receive his benefit as a Basic Pension. Any election made prior to the applicable election period shall be invalid.

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Administrator shall furnish such information, in terms of dollars per benefit payment, to the Participant within 30 days of such request.

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A Participant shall have until the later of (i) the Benefit Commencement Date or (ii) the eighth day following the date the Participant is provided with the explanation of the Joint and Survivor Pension in which to revoke any waiver made by the Participant under this paragraph.

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Upon such Employee’s subsequent cessation of reemployment the pension benefit payable to or with respect to such Employee, if any, shall resume upon the Benefit Resumption Date, which shall be the first day of the calendar month following the calendar month in which the Employee terminates reemployment.

From and after the Benefit Resumption Date, the Pension payable under this Plan, if any, to or with respect to such a former Employee who is reemployed shall be determined as follows:

(ii)(l)In the case of a reemployed Employee whose initial termination of employment was after his Normal Retirement Date, whether the Employee’s benefit upon termination of employment is paid as a Basic Pension or under one of the other options available under the Plan depends on the form of settlement option in effect for such Employee prior to his reemployment. Reemployment shall not entitle such Employee to revise such settlement option.

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Employee shall also be paid the amount of benefit which would have been paid to the Employee during any calendar month of his reemployment period (or, in the case of a late retiring Employee under Section 2.01, the period after his Normal Retirement Date until his actual retirement date) had he not been reemployed (or, in the case of a late retiring Employee, had he not continued in employment) if in such calendar month the Employee had less than 40 Hours of Service (as Hours of Service are defined in Section 1.16 but excluding Hours of Service which are attributable to authorized leaves of absence other than for service in the Armed Forces of the United States). The benefit due with respect to any such month in which the Employee had less than 40 such Hours of Service shall be increased by interest at the rate of 6% compounded annually for the period from the date the payment for such month would have been made had the Employee not been reemployed (or, in the case of a late retiring Employee, had he not continued in employment) until the Employee’s Benefit Resumption Date (or his actual retirement date in the case of a late retiring Employee under Section 2.01). In the event of a married Employee’s death while reemployed (or, in the case of a late retiring Employee, while continuing in employment beyond Normal Retirement Date), the benefits due with respect to any such month in which the Employee had such 40 Hours of Service shall be paid to the surviving spouse, if any, provided the Employee did not elect, and his spouse consented, to receive his benefits in the form of the Basic Pension.

(iv)(l)With respect to an Employee described in subparagraph (ii)(l) above, if the reemployed Employee dies while reemployed, no Spouse’s Benefit will be paid with respect to such Employee under the provisions of Article V. In the event of such Employee’s death while reemployed, the benefit, if any, payable shall depend on whether the settlement option in effect for the Employee prior to his reemployment provided for a continuing payment upon the Employee’s death and whether the recipient of such payment survives the Employee. The amount of the payment, if any, shall be the amount which would have been due to the contingent annuitant had the Employee retired on the day immediately preceding the date of his death, immediately commenced to receive his pension and then died.

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(b)(i)No payment shall be withheld unless the Plan Administrator notifies the Employee by personal delivery or first class mail during the first calendar month or payroll period in which the Plan withholds payments that his or her benefits are suspended. Such notification shall contain a description of the specific reasons why benefit payments are being suspended, a description of this provision relating to the suspension of payments, a copy of such provision, and a statement to the effect that applicable Department of Labor regulations may be found in Section 2530.203.3 of the Code of Federal Regulations. In addition, the notice shall inform the Employee of the Plan’s procedures for affording a review of the suspension of benefits. Requests for such review shall be considered in accordance with the Plan’s claims procedure.

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attained age 70½. If the Employee becomes a more than 5% owner during any subsequent year, payment of benefits shall commence no later than April 1 of the calendar year following the calendar year in which the Employee becomes a more than 5% owner. An individual who attains age 70½ in 1988 shall be treated as though he attained age 70½ in 1989.

2.06Special Requirements.

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2.07Impact of Amendments on Prior Retired or Terminated Employees.

It is recognized that this Plan has been amended and will continue to be amended from time to time. Unless otherwise specifically stated in the amendment to the contrary, no amendment to this Plan shall have any applicability to persons who retired or otherwise terminated employment prior to the effective date of such amendment. The benefits of such persons shall be governed by the provisions of the Plan as in effect at the time of their retirement or earlier termination of employment.

2.08Special Notice.

An Employee who terminates employment and as a result is entitled to elect to commence receipt of a pension hereunder prior to Normal Retirement Date shall be provided with a notice as soon as administratively practicable after such termination of employment (or, if earlier, after notice is provided by the Employee of the Employee’s intent to terminate employment) advising the Employee of the fact that the employee may elect to defer commencement of distribution until Normal Retirement Date. Such notice shall advise the Employee of how much larger benefits will be if the commencement of payment of the pension is deferred. Such notice shall comply with the requirements of any applicable Treasury regulations.

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ARTICLE III

DISABILITY BENEFIT

3.01Eligibility and Payment.

Any Employee who incurs a Disability after attaining age 50 and who has completed at least 15 years of Credited Service, or who at any age has completed 25 years of Credited Service, if the benefits provided under any accident and health plan maintained by the Company have ended, shall be entitled to receive a Basic Pension which shall be equal to his Accrued Pension on his Disability Retirement Date.

3.02Duration of Payment.

(a)(i)An Employee entitled to a Disability Pension shall not have incurred a benefit commencement date within the meaning of Section 2.03 until Normal Retirement Date. Nevertheless, on such Employee’s Disability Retirement Date his Disability Pension shall commence in such form as the Employee elects in accordance with the procedures set forth in Section 2.03 while treating the Disability Retirement Date as the benefit commencement date for this purpose.

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to the Automatic Survivor Income Benefit described in Section 6.01. Such benefit shall commence at the time elected by such surviving spouse in accordance with the requirements of Section 6.01 and shall be calculated with respect to the Employee’s Benefit Service and Benefit Rate in effect on his Disability Retirement Date.

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ARTICLE IV

SEVERANCE BENEFITS

4.01Deferred Vested Pension.

An Employee shall be entitled to a Deferred Vested Pension if his employment with the Company and all Affiliated Employers is terminated (other than by death) and he has completed at least 5 years of Vesting Service before he has become entitled to any pension under Articles II and III hereof. The amount of his Deferred Vested Pension shall be his Accrued Pension as of his Deferred Vested Retirement Date and its payment shall be governed by the provisions of Sections 4.02 and 4.03.

Age 62 receipt - 80% of the Deferred Vested Pension which would have been payable Normal Retirement Date.

Age 63 receipt - 86.7% of the Deferred Vested Pension which would have been payable at Normal Retirement Date.

Age 64 receipt - 93.3% of the Deferred Vested Pension which would have been Payable at Normal Retirement Date.

Payment of the Deferred Vested Pension shall be made in the manner specified under Section 2.03 commencing on his Normal Retirement Date or such earlier date as he shall elect. In the circumstance in which a former Employee files a written application after his Normal Retirement Date, he shall be entitled to receive a benefit on his Annuity Starting Date which is an amount equal to the Actuarial Equivalent value of his Normal Accrued Pension as defined in Section 1.02.

4.03Election of Former Vesting Provisions.

In the event the eligibility requirements of this Plan for a Deferred Vested Pension are hereafter directly or indirectly amended or such requirements of any preceding Plan have been

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amended by adoption of this amendment and restatement, any Employee covered under the Plan on the day prior to the effective date of such amendment who has completed at least three (3) Years of Vesting Service may elect to have his eligibility for a Deferred Vested Pension determined without regard to such amendment by notifying the Plan Administrator in writing during the election period as hereafter defined. The election period shall begin on the date such amendment is adopted and shall end no earlier than the latest of the following dates:

Notwithstanding any other provision hereof, an Employee who attains the later of his 65th birthday or the 5th anniversary of the date upon which he first became an Employee shall at such time have a fully vested and nonforfeitable interest in his benefit hereunder. The amount and time of payment of such benefit shall be determined as elsewhere provided herein.

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ARTICLE V

DEATH BENEFITS

The Spouse’s Benefit cost Reduction Factor shall initially be:

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The “applicable notice period” means, with respect to an Employee, whichever of the following period ends last:

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5.02After Benefit Commencement Date.

No benefits shall be payable under Section 5.01 if an Employee’s benefit commencement date (as defined in Section 2.03) has occurred prior to his death. In such case, the form, payee and amount of benefit payable, if any, shall be in accordance with the option applicable to the Employee as a result of his election or non-election under Section 2.03.

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ARTICLE VI

TRANSFERS

In the absence of specific provisions to the contrary, the following shall be the rules applicable in the case of transfers:

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