EXHIBIT 10.2

THE SPORTSMAN'S GUIDE, INC.

DEFERRED COMPENSATION PLAN

EFFECTIVE SEPTEMBER 1, 2002

PREPARED BY:
LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION/AMB
150 S. FIFTH STREET #2300
MINNEAPOLIS, MN 55402
(612) 335-1500

TABLE OF CONTENTS

<Table>

ARTICLE 1. DEFINITIONS, GENDER, AND NUMBER........................................................................1

Section 1.1. Definitions.......................................................................................1

Section 1.2. Gender and Number.................................................................................9

ARTICLE 2. DEFERRED COMPENSATION ACCOUNTS.........................................................................9

Section 2.1. Establishment of Accounts.........................................................................9

Section 2.2. Property of Company..............................................................................10

ARTICLE 3. PARTICIPATION.........................................................................................10

Section 3.1. Who May Participate..............................................................................10

Section 3.2. Time and Conditions of Participation.............................................................10

Section 3.3. Termination of Participation.....................................................................10

Section 3.4. Missing Persons..................................................................................11

Section 3.5. Relationship to Other Plans......................................................................11

ARTICLE 4. ENTRIES TO THE ACCOUNT................................................................................11

Section 4.1. Deferrals........................................................................................11

Section 4.2. Company Contributions............................................................................14

Section 4.3. Disability.......................................................................................14

Section 4.4. Change in Eligibility Status.....................................................................15

Section 4.5. Allocation to Accounts...........................................................................15

Section 4.6. Earnings Crediting...............................................................................15

ARTICLE 5. DISTRIBUTION OF BENEFITS..............................................................................17

Section 5.1. Election of Benefit Commencement.................................................................17

Section 5.2. Benefit Commencement.............................................................................17
</Table>

<Table>

Section 5.3. Form of Benefit Payment..........................................................................19

Section 5.4. Death Benefits...................................................................................20

Section 5.5. Minimum Amount and Frequency of Payments.........................................................22

Section 5.6. Section 162(m) of the Code.......................................................................22

Section 5.7. Acceleration of Distributions....................................................................22

Section 5.8. Withdrawals......................................................................................23

Section 5.9. Distributions on Plan Termination................................................................24

Section 5.10. Claims Procedure................................................................................24

ARTICLE 6. FUNDING...............................................................................................26

Section 6.1. Source of Benefits...............................................................................26

Section 6.2. No Claim on Specific Assets......................................................................26

ARTICLE 7 ADMINISTRATION AND FINANCES............................................................................27

Section 7.1. Administration...................................................................................27

Section 7.2. Powers of Committee..............................................................................27

Section 7.3. Actions of the Committee.........................................................................27

Section 7.4. Delegation.......................................................................................28

Section 7.5. Reports and Records..............................................................................28

ARTICLE 8. AMENDMENTS AND TERMINATION............................................................................28

Section 8.1. Amendments.......................................................................................28

Section 8.2. Termination......................................................................................28

ARTICLE 9. MISCELLANEOUS.........................................................................................29

Section 9.1. No Guarantee of Employment.......................................................................29

Section 9.2. Release..........................................................................................29

Section 9.3. Notices..........................................................................................30
</Table>

<Table>

Section 9.4. Nonalienation....................................................................................30

Section 9.5. Tax Liability....................................................................................30

Section 9.6. Parachute Payments...............................................................................31

Section 9.7. Indemnification..................................................................................31

Section 9.8. Captions.........................................................................................31

Section 9.9. Applicable Law...................................................................................31
</Table>

iii

THE SPORTSMAN'S GUIDE, INC.
DEFERRED COMPENSATION PLAN
EFFECTIVE SEPTEMBER 1, 2002

Effective September 1, 2002, The Sportsman's Guide, Inc. establishes a
deferred compensation plan for the benefit of certain executive employees of the
Company. The Plan is intended to be an unfunded plan maintained primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees, as described in Sections 201(2), 301(a)(3) and
401(a)(1) of Title I of ERISA.

ARTICLE 1. DEFINITIONS, GENDER, AND NUMBER.

Section 1.1. Definitions. Whenever used in the Plan, the following
words and phrases shall have the meanings set forth below unless the context
plainly requires a different meaning, and when a defined meaning is intended,
the term is capitalized.

1.1.1. "Account" means the bookkeeping account used to measure
and determine the amount of deferred compensation to be paid to a
Participant or Beneficiary under the Plan, consisting of the Company
Account, the Retirement Deferral Account and the Scheduled Withdrawal
Account.

1.1.2. "Base Compensation" of a Participant for any Plan Year
means the total annual salary paid by the Company to such individual
for such Plan Year, including any amount which would be included in the
definition of Base Compensation but for the individual's election to
defer some of the individual's compensation pursuant to this Plan or
any other deferred compensation plan established by the Company; but
excluding any other remuneration paid by the Company, such as Incentive
Compensation, bonuses,

commissions, overtime, incentive compensation, stock options,
distributions of compensation previously deferred, restricted stock,
allowances for expenses (including moving expenses, travel expenses,
and automobile allowances), severance pay, and fringe benefits, whether
payable in cash or in a form other than cash. In the case of an
individual who is a participant in a plan sponsored by the Company
which is described in Section 401(k) or 125 of the Code, the term Base
Compensation shall include any amount which would be included in the
definition of Base Compensation but for the individual's election to
reduce the individual's compensation and have the amount of the
reduction contributed to or used to purchase benefits under such plan.

1.1.3. "Beneficiary" or "Beneficiaries" means the persons or
trusts designated by a Participant in writing pursuant to Section 5.4.1
of the Plan as being entitled to receive any benefit payable under the
Plan by reason of the death of a Participant, or, in the absence of
such designation, the persons specified in Section 5.4.2 of the Plan.

1.1.4. "Board" means the Board of Directors of the Company as
constituted at the relevant time.

1.1.5. "Cause" means the occurrence of one of the following:
(a) a Participant's violation in any material respect of any agreement
or representation set forth in any employment or other agreement, if
any, between the Company and the participant; (b) the occurrence of an
event that would constitute "cause" (or any similar concept) under any
employment or other agreement, plan, or program that governs the
Participant or by which the Participant is bound; (c) a Participant's
willful violation of any material rule or policy of the Company or any
theft or defalcation of property committed against the Company; (d) any
continual willful or material failure by a Participant to comply with a

reasonable and lawful direction of the Board or any duly authorized
committee of the Board or the Chief Executive Officer of the Company;
(e) the willful misconduct by Participant in the responsibilities
reasonably assigned to the Participant; (f) conviction of or plea of
nolo contendere by a Participant to a felony; or (g) other actions or
omissions that reflect moral turpitude or threaten to materially and
adversely reflect on the Company in the conduct of its business.

1.1.6. "Change in Control" of the Company means a change in
control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 ("Exchange Act"),
provided that, without limitation, such a Change in Control shall
include and be deemed to occur upon the following events:

(a) Any person (as such term is defined in Sections
13(d) and 14(d)(2) of the Exchange Act) other than the Company, its
subsidiaries or any employee benefit plan of the Company or its
subsidiaries, becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the
then outstanding securities of the Company;

(b) The Incumbent Directors cease to constitute a
majority of the Board of Directors of the Company. "Incumbent
Directors" means the members of the Board of Directors of the Company
at the Effective Date of the Plan and persons elected or nominated for
election as their successors or pursuant to increases in the size of
the Board by a vote of at least two-thirds of the Incumbent Directors
and successors or additional members so elected or nominated;

(c) The shareholders of the Company approve a merger,
combination, consolidation, recapitalization or other reorganization of
the Company with one or more other entities that are not wholly-owned
subsidiaries and, as a result of the transaction, less than 50% of the
outstanding voting securities of the surviving or resulting corporation
shall immediately after the event be beneficially owned in the
aggregate by shareholders of the Company, determined as of the record
date for determination of holders entitled to vote on the action or the
day immediately prior to the event in the absence of a vote;

(d) The shareholders of the Company approve a plan of
liquidation and dissolution or sale or transfer of all or substantially
all of the Company's assets to an entity that is not a wholly-owned
subsidiary.

1.1.7. "Code" means the Internal Revenue Code of 1986, as
amended from time to time and any successor statute. References to a
Code section shall be deemed to be to that section or to any successor
to that section.

1.1.8. "Committee" means the Committee of one or more persons
appointed by the Company's Board, or any person or entity designated by
the Committee to administer the Plan pursuant to Section 7.4. In the
absence of an appointed Committee, the Board shall serve as the
Committee. As of the Effective Date, Chuck Lingen and Berghetta Schmidt
are the members of the Committee.

1.1.9. "Company" means The Sportsman's Guide, Inc. a Minnesota
corporation.

1.1.10. "Company Account" means a bookkeeping account
established for a Participant for Company Contributions made to the
Plan under Section 4.2.

1.1.11. "Company Contribution" means the contribution, if any,
made by the Company under Section 4.2.

1.1.12. "Compensation" with respect to a Participant for any
period means the sum of such Participant's Base Compensation paid, and
Incentive Compensation accrued with respect to such period.

1.1.13. "Crediting Rate" with respect to any Plan Year means
the rate or rates established by the Company to determine earnings and
losses with respect to an Account. The Company, in its sole discretion
may determine to permit Participants to select an investment index
(i.e., mutual funds, annuities or bank collective funds) as a Crediting
Rate for one or more Accounts. In such event the Crediting Rate shall
be the performance of such index applied to amounts credited to a
Participant's Deferral Accounts as set forth in Section 4.6. The
Company may change such indices at any time or from time to time and
can restrict or limit at any time and from time to time the Account(s)
eligible for such inclusion. The Company has the discretion to
determine the exact manner in which the Crediting Rate, including any
investment indices, shall be calculated and applied to an Account. The
Company also has the discretion to determine the Crediting Rate to
apply as a default Crediting Rate to any Account for which a
Participant fails or refuses to select a Crediting Rate. The Company
shall not be liable to any person or entity, including the Participant,
for losses or reduced gains associated with or relating to the
selection or application of a particular Crediting Rate, whether as a
default rate or otherwise.

1.1.14. "Deferral Account" means one or more of the Retirement
Deferral Account or a Scheduled Withdrawal Account, according to the
context.

1.1.15. "Disabled" or "Disability" with respect to a
Participant shall have the same definition as in the then existing
group long term disability plan of the Participant's Employer; or if
there is no group long term disability plan covering the Participant,
but there is one (and only one) such plan under which the Participant
could have elected coverage as an employee of the Employer, then
Disability shall have the same definition as in such group long term
group disability plan. If the conditions of the previous sentence are
not met, then Disability shall have the same definition as in such
group long term group disability plan as selected by the Company.
Disability shall be determined by a physician selected by the Company.
A Participant shall cooperate with the Company, including making the
Participant reasonably available for examination by physicians at the
Company's request and at the Company's expense to determine whether or
not the Participant is Disabled.

1.1.16. "Effective Date" means September 1, 2002, or as soon
thereafter as administratively feasible, the date on which this Plan
becomes effective.

1.1.17. "Eligible Executive" means any employee of the Company
who is designated by the Committee, in its sole discretion, as an
Eligible Executive. An employee shall cease to be an Eligible Executive
if the Committee, in its sole discretion, determines not to designate
the employee as an Eligible Executive for the year; or if the
Committee, in its sole discretion, determines at any time that the
employee should no longer participate in the Plan. The Committee shall
notify any employee who has been an Eligible Executive and who is no
longer an Eligible Executive.

1.1.18. "Employer" means with respect to a Participant the
Company that employs that Participant.

1.1.19. "Enrollment Period" means the period during each Plan
Year (ending no later than December 31st of the Plan Year) designated
by the Committee during which new Accounts may be opened and deferral
elections may be changed for Compensation accrued with respect to the
immediately succeeding Plan Year. Provided, however, that for the
initial Plan Year, the Enrollment Period shall be such time preceding
the commencement of the initial year as the Committee shall determine;
and for the initial year that an Employee is selected as an Eligible
Executive, such period of time following selection as the Committee
shall determine.

1.1.20. "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time and any successor statute.
References to an ERISA section shall be deemed to be to that section or
to any successor to that section.

1.1.21. "Incentive Compensation" of a Participant for any Plan
Year means the total remuneration paid to such Participant under the
various cash incentive compensation programs maintained by the Company
with respect to that Plan Year, including any amount which would be
included in the definition of Incentive Compensation but for the
Participant's election to defer some or all of the Participant's
Incentive Compensation pursuant to this Plan or some other deferred
compensation plan established by the Company; but excluding any other
remuneration paid by the Company, such as Base Compensation,
commissions, overtime, stock options, distributions of compensation
previously deferred, restricted stock, allowances for expenses
(including moving expenses, travel expenses, and automobile
allowances), severance pay, and fringe benefits whether payable in cash
or in a form other than cash. In the case of an individual who is a
participant in a plan sponsored by the Company which is described in
Section 401(k) or

125 of the Code, the term Incentive Compensation shall include any
amount which would be included in the definition of Incentive
Compensation but for the individual's election to reduce the
individual's compensation and have the amount of the reduction
contributed to or used to purchase benefits under such plan.

1.1.22. "Maximum Annual Deferral" with respect to a
Participant for a Plan Year means the sum of (i) 50% of the
Participant's Base Compensation paid for such Plan Year; and (ii) 100%
of the Participant's Incentive Compensation accrued for such Plan Year.

1.1.23. "Participant" means an Eligible Executive who has
satisfied the requirements of Article 3.

1.1.24. "Plan" means The Sportsman's Guide, Inc. Deferred
Compensation Plan, as set forth herein and as amended or restated from
time to time.

1.1.25. "Plan Year" means January 1 through December 31. The
first Plan Year shall be a short Plan Year from the Effective Date
through December 31, 2002.

1.1.26. "Retirement" means a Participant's termination of
employment with the Company at any age as a result of death or
Disability; or a Participant's termination of employment with the
Company on or after age 55. Provided, however, that except as set forth
in a written termination agreement between the Participant and the
Company, a Participant will not be considered to have attained
"Retirement" if the Participant is or could have been terminated from
employment for Cause.

1.1.27. "Retirement Account" means one or both of the
Retirement Deferral Account or the Company Account, according to the
context.

1.1.28. "Retirement Deferral Account" means a bookkeeping
account that a Participant may have established for deferral of
Compensation made to the Plan under Section 4.1.3.

1.1.29. "Scheduled Withdrawal Account" means one or both of
the bookkeeping accounts that a Participant may have established for
deferral of Compensation made to the Plan under Section 4.1.3. When a
Participant opens a Scheduled Withdrawal Account, the Participant shall
specify the date on which benefits are to commence pursuant to Section
5.1.2. A Participant may have open no more than two Scheduled
Withdrawal Accounts with positive balances at any time.

1.1.30. "Specified Date" means the date on which the
Participant wishes to receive distributions from a Scheduled Withdrawal
Account, as specified at the time that the Participant opens the
Account.

1.1.31. "Trust" means the Trust under The Sportsman's Guide,
Inc. Deferred Compensation Plan as amended from time to time.

Section 1.2. Gender and Number. Except as otherwise indicated by
context, masculine terminology used herein also includes the feminine and
neuter, and terms used in the singular may also include the plural.

ARTICLE 2. DEFERRED COMPENSATION ACCOUNTS.

Section 2.1. Establishment of Accounts. The Company shall establish one
or more (but no more than four) Accounts for each Participant which shall be
utilized solely as a device to measure and determine the amount of deferred
compensation to be paid under the Plan to the Participant or the Participant's
Beneficiaries.

Section 2.2. Property of Company. Any amounts so set aside for benefits
payable under the Plan are the property of the Company, except, and to the
extent, provided in the Trust.

ARTICLE 3. PARTICIPATION.

Section 3.1. Who May Participate. Participation in the Plan is limited
to those Eligible Executives selected by the Committee for participation in the
Plan.

Section 3.2. Time and Conditions of Participation. An Eligible
Executive shall become a Participant only upon the Eligible Executive's
compliance with such terms and conditions as the Committee may from time to time
establish for the implementation of the Plan, including but not limited to, any
condition the Committee may deem necessary or appropriate for the Company to
meet its obligations under the Plan. The Company may, in its sole discretion,
purchase insurance on the lives of each Participant. The Committee may, in its
sole discretion, reject for participation in the Plan Eligible Executives who
fail or refuse to cooperate with the Company in obtaining insurance on their
lives.

Section 3.3. Termination of Participation. Once an individual has
become a Participant in the Plan, participation shall continue until the first
to occur of (a) payment in full of all benefits to which the Participant or the
Participant's Beneficiary is entitled under the Plan, or (b) the occurrence of
the event specified in Section 3.4 which results in loss of benefits. Except as
otherwise specified in the Plan, the Company may not terminate an individual's
participation in the Plan; provided, however, that if the Committee, in its
discretion, determines that it is likely that a Participant would not be
considered to be a member of a select group of management or highly compensated
employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(l)

of ERISA, for any period, the Committee may require that no contributions be
made to the Plan by or on behalf of such Participant during such period.

Section 3.4. Missing Persons. If the Company is unable to locate the
Participant or the Participant's Beneficiary for purposes of making a
distribution, the amount of a Participant's benefits under the Plan that would
otherwise be considered as nonforfeitable shall be forfeited on the first to
occur of the following dates: (a) effective four years after the last date a
payment of said benefit was made, if at least one such payment was made; (b)
effective four years after the first date a payment of said benefit was directed
to be made by the Company pursuant to the terms of the Plan, if no payments have
been made; or (c) effective on the date of termination of the Plan. If a person
is located after the date of such forfeiture, the benefits for such Participant
or Beneficiary shall not be reinstated under the Plan.

Section 3.5. Relationship to Other Plans. Participation in the Plan
shall not preclude participation of the Participant in any other fringe benefit
program or plan sponsored by the Company for which such Participant would
otherwise be eligible.

ARTICLE 4. ENTRIES TO THE ACCOUNT.

Section 4.1. Deferrals.

4.1.1. Deferral Elections. Each Participant wishing to defer
Compensation under the Plan shall enter into a deferral election, which
shall specify the amount of Compensation the Participant wishes to have
deducted from the Participant's pay and contributed to the Plan.
Deferral elections must specify the percentage (stated as an integer),
or the dollar amount, or a combination of percentage and dollar amount,
as

determined by the Committee in its discretion, of the Compensation that
the Participant wishes to have deducted for a Plan Year.

4.1.2. Timing of Elections. For Eligible Executives who wish
to participate in the Plan as of the Effective Date, the deferral
election shall be entered into before the Effective Date. For Eligible
Executives who become eligible to participate in the Plan after the
Effective Date, the deferral election may be entered into during any
Enrollment Period, which election shall then be effective for the
portion of the Plan Year following the Enrollment Period. A
Participant's deferral election shall remain in effect unless and until
changed by the Participant. A Participant may change a deferral
election only during an Enrollment Period, in which case the change
shall be effective for Compensation earned and accrued during the
immediately following Plan Year. Provided, however, that to the extent
required by any other benefit plan of the Company, deferral elections
under this Plan shall be suspended after a hardship withdrawal under
the other benefit plan of the Company. Unless changed during the
applicable Enrollment Period, the suspended deferral election shall be
applied as soon as reasonably practicable after the termination of the
suspension. A deferral election will be effective to defer Compensation
earned after the deferral election is entered into, and not before.
Provided, however, that for Eligible Executives eligible to participate
in the Plan as of the Effective Date, the deferral election with
respect to Incentive Compensation may also apply to Incentive
Compensation earned or accrued before the Effective Date but paid
during the Plan Year that begins on the Effective Date or the
immediately following Plan Year. Provided, further, that for Eligible
Executives who become eligible to participate after the Effective Date,
the deferral election made during the first Enrollment Period after
selection as an Eligible

Executive may apply with respect to Incentive Compensation earned or
accrued before the date of the deferral election but paid after the
deferral election.

4.1.3. Allocation Between Accounts. At the time a Participant
makes the Participant's initial deferral election, the Participant
shall specify the Deferral Account(s) the Participant wishes to open in
the Plan. A Participant with a deferral election shall always have at
least one Deferral Account in the Plan and may, at the Participant's
election, have up to three Deferral Accounts, specifically, a
Retirement Deferral Account and two Scheduled Withdrawal Accounts. A
Participant may open a new Deferral Account (up to a total of the three
Deferral Accounts) during an Enrollment Period. A Participant shall
specify in the Participant's deferral election the proportions in which
the Participant's deferrals are to be allocated between the
Participant's Retirement Deferral Account and the Participant's
Scheduled Withdrawal Account(s). Provided, however, that no deferrals
may be contributed to a Participant's Scheduled Withdrawal Account in
the calendar year in which a distribution is to be made from said
Account.

4.1.4. Limitation on Deferral Elections. A Participant may
make a deferral election for any Plan Year provided that: (a) in no
event may the amount deferred by a Participant for a Plan Year under
the Participant's Deferral Account(s) exceed the Maximum Annual
Deferral; (b) in no event may the amount deferred by a Participant for
a Plan Year under the Participant's Deferral Account(s) be less than
one percent of Base Salary, with respect to deferrals of Base Salary,
or one percent of Incentive Compensation, with respect to deferrals of
Incentive Compensation; (c) the Participant's remaining Compensation,
after all deferrals, is sufficient to enable the Employer to withhold
from the Participant's Compensation (i) any amounts necessary to
satisfy

withholding requirements under applicable tax law; (ii) the amount of
any contributions which the Participant may be required to make or may
have elected to make under the various benefit plans of the Company;
and (iii) any other payroll deduction from Compensation required by law
or authorized by the Participant; and (d) the Participant's remaining
compensation is sufficient to classify the Participant as a highly
compensated employee under Section 414(q) of the Code.

Section 4.2. Company Contributions. For each Plan Year that commences
on or after the Effective Date, the Company may, but is not required to make a
contribution to the Plan on behalf of any Participant who was an Eligible
Employee during the Plan Year. The amount of the contribution shall be the
amount determined by the Company in its sole discretion. Such amount is not
required to be uniform among the Eligible Employees, and the Company is
permitted to make Company Contributions for some Eligible Employees and not for
other Eligible Employees. Such Company Contributions can be expressed as a fixed
dollar amount; a percentage of Compensation, Base Compensation, or Incentive
Compensation; or as a matching contribution based on the Deferrals made by the
Eligible Employee. A Company Contribution on behalf of a Participant pursuant to
this Section 4.2 shall be allocated to the Company Account of the Participant on
whose behalf the contribution is made.

Section 4.3. Disability. If a Participant becomes Disabled, deferrals
and Company Contributions shall continue to be allocated as described in
Sections 4.1 and 4.2 during the period in which the Participant is entitled to
receive Compensation from the Company, other than compensation under a long term
disability plan. If a Participant continues to be Disabled after such period,
deferrals and other Plan contributions will cease.

Section 4.4. Change in Eligibility Status. If a Participant in the Plan
ceases to be an Eligible Executive, the Participant's deferrals to the Plan
shall cease. No further Company Contributions under Section 4.2 shall be made to
the Plan unless and until the employee again becomes an Eligible Executive. The
Participant's Account(s) shall continue to be credited with earnings and losses
under Section 4.6 and shall be paid in accordance with Article 5.

Section 4.5. Allocation to Accounts. During each Plan Year, the Company
shall post to the appropriate Deferral Account(s) of each Participant the amount
of Compensation to be deferred under such Deferral Account(s) as designated by
the Participant in the Participant's deferral election in effect for that Plan
Year. Such allocation shall occur as of the dates that the Compensation would
have been paid to the Participant. The Company shall post to the Company Account
the allocation under Section 4.2 as of the last day of the Plan Year for which
the Company Contribution is made. The Company shall also post to the appropriate
Account(s) amounts to be allocated to the Participant pursuant to Sections 4.3.

Section 4.6. Earnings Crediting.

4.6.1. Earnings Credits for Accounts. Each Participant may
request that an Account or Accounts be allocated to one or more
Crediting Rates made available under the Plan and credited or debited,
as the case may be, with such earnings or losses as the Account would
have been credited or debited had it been actually invested in such
Crediting Rates. The initial allocation request may be made at the time
of opening of an Account. Once made, an investment allocation request
shall remain in effect for all subsequent contributions until changed
by the Participant. The Participant may change the investment
allocation election by submitting a written request to the Committee.
Participants may change elections no more than once in any calendar
quarter. Such

changes shall become effective as of the first day of the next quarter
that is administratively feasible after the Committee receives such
written request. Provided, however, that during the Plan Year in which
a final distribution of a Participant's Account is expected to occur
and for any Account for which no investment allocation has been made,
the Committee may apply to that Account the default rate as described
in Section 1.1.13 for that Plan Year. Allocation requests shall be
subject to such other requirements as established by the Committee.

4.6.2. Period of Crediting Rates. Crediting Rates shall
continue to be credited or debited until the payment of all amounts
owed to the Participant under all Account(s).

4.6.3. No Guarantee of Account Value. The Participant agrees
on behalf of the Participant and any Beneficiary to assume all risk in
connection with any decrease in value of the Accounts resulting from
the Participant's request and selection of any particular investment
index under the Plan or from the application of any default Crediting
Rate in accordance with the terms of this Plan.

4.6.4. No Actual Investment. The Company is under no
obligation to make investments or change investments in a manner
consistent with the investment indices available under the Plan. The
elections made by the Participant are for purposes of determining
earnings and losses to be credited to the Accounts and not for the
purpose of determining any actual investment of the assets of the
Company or the Trust, if any.

4.6.5. Participant Statements. At least annually, the Company
shall provide each Participant with a statement of the Participant's
Account(s).

ARTICLE 5. DISTRIBUTION OF BENEFITS.

Section 5.1. Election of Benefit Commencement.

5.1.1. Distribution on Change in Control During a
Participant's first Enrollment Period under this Plan, the Participant
may elect to commence distribution of all Accounts upon a Change in
Control, if such a Change in Control should occur before the Account
would otherwise be payable under this Plan. If such election is not
made at such time, then no acceleration of any Account shall occur upon
a Change in Control under the Plan. If such an election is made and if
distribution of an Account has commenced in installments before a
Change in Control, the balance of the Account shall be paid in a lump
sum within 90 days of the date of the Change in Control.

5.1.2. Scheduled Withdrawal Account. At the time a Participant
opens a Scheduled Withdrawal Account under the Plan, the Participant
shall establish the Specified Date for that Account. The Specified Date
must be at least two years following the beginning of the Plan Year in
which deferrals under the Scheduled Withdrawal Account commence.

Section 5.2. Benefit Commencement.

5.2.1. Scheduled Withdrawal Account. Distribution of a
Scheduled Withdrawal Account will be made in a lump sum during March of
the calendar year in which the Specified Date occurs unless any of the
following occurs before the Specified Date: (a) the Participant
terminates employment for reason other than Retirement, in which event
distributions will be made in a lump sum within 90 days following the
Participant's termination of employment; (b) the Participant dies, in
which event distributions will commence in the manner specified in
Section 5.4.4; (c) there occurs a Change in Control

and the Participant requested distribution to commence upon the Change
in Control (as described in Section 5.1.1), in which event distribution
will be made in a lump sum within 90 days following the Change in
Control; (d) the Participant's Retirement occurs (other than by reason
of death), in which event distribution will be made in a lump sum
within 90 days following the date of Retirement; or (e) the Plan
terminates, in which event distributions will be made in the manner
specified in Section 8.2.

5.2.2. Retirement Deferral Account. Distribution of a
Retirement Deferral Account will commence as of January of the Plan
Year following Retirement (other than by reason of death) unless any of
the following occurs before the Participant's Retirement (other than by
reason of death): (a) the Participant terminates employment for reasons
other than Retirement, in which event distributions will be made in a
lump sum within 90 days following the Participant's termination of
employment; (b) the Participant dies, in which event distributions will
commence in the manner specified in Section 5.4.4; (c) there occurs a
Change in Control and the Participant requested distribution to
commence upon the Change in Control (as described in Section 5.1.1), in
which event distribution will be made in a lump sum within 90 days
following the Change in Control); or (d) the Plan terminates, in which
event distributions will be made in the manner specified in Section
8.2.

5.2.3. Company Account. Distribution of a Company Account will
be made in full if the Participant remains employed with the Company or
an Affiliate until Retirement, a Change in Control, or termination of
the Plan. Distribution will commence as of January of the Plan Year
following Retirement (other than by reason of death) unless any of the
following occurs before the Participant's Retirement (other than by
reason of death): (a)

the Participant dies, in which event distribution will commence in the
manner specified in Section 5.4.4; (b) there occurs a Change in Control
and the Participant requested distribution to commence upon the Change
in Control (as described in Section 5.1.1), in which event distribution
will be made in a lump sum within 90 days following the Change in
Control); or (c) the Plan terminates, in which event distributions will
be made in the manner specified in Section 8.2. Provided, however, that
if the Participant terminates employment before there occurs a
Retirement, Change in Control, or termination of the Plan, then the
Participant will be paid in a lump sum within 90 days following the
termination of employment the vested portion of the Participant's
Company Account. The vested portion of the Participant's Company
Account shall be 20% upon the Participant's completing one Year of
Service, increasing 20% for each Year of Service thereafter so that the
Participant becomes 100% vested after completing five Years of Service.
For purposes of this Plan, "Year of Service" shall have the meaning
given to it in The Sportsman's Guide, Inc. 401(k) Plan with respect to
vesting in plan benefits. Provided, however, that a Participant who is
or could have been terminated for Cause shall forfeit 100% of the
Participant's Company Account. Upon Retirement, a Change in Control, or
termination of the Plan, the Participant shall become 100% vested in
the Company Account.

Section 5.3. Form of Benefit Payment. At the time a Retirement Account
under the Plan is opened for a Participant, the Participant shall select the
period over which payments from the Account will be made. The Participant may
elect to receive payment in the form of a lump sum or in annual installments
over 5 to 20 years, or in a combination of lump sum and installments, except
that a distribution upon a Change in Control or upon termination of employment
(other

than Retirement) will be distributed in the form of a lump sum only. The
Participant may make an election with respect to distribution on death that is
different from the election made with respect to distribution on Disability or
Retirement for other reason. If no election is made at the time a Retirement
Account is opened, the Participant shall be deemed to have made an election to
receive payments from the Retirement Account in a lump sum. The Participant's
selection of a method of benefit payment may be changed with an election filed
with the Committee at least 13 months in advance of the date that benefit
payments would otherwise commence to the Participant. A Participant's Account
will continue to be credited during the payment period with earnings and losses
as set forth in Section 4.6.

Section 5.4. Death Benefits.

5.4.1. Beneficiary Designation. At the time a Participant
begins participation in the Plan, the Participant may designate primary
and contingent Beneficiaries for death benefits payable under the Plan.
Such Beneficiaries may be individuals or trusts for the benefit of
individuals. If the Participant is married at the time of the
Participant's death, the designation of a primary Beneficiary other
than the Participant's spouse as sole primary Beneficiary shall be
valid only if the Participant's spouse has consented in writing to the
naming of such primary Beneficiary and only if the spouse's consent has
been notarized. A Beneficiary designation by a Participant shall be in
writing on a form acceptable to the Committee and shall only be
effective upon delivery to the Committee. A Beneficiary designation may
be revoked by a Participant at any time by delivering to the Company a
new Beneficiary designation form. The Beneficiary designation form last
delivered to the Committee before the death of a Participant, if valid,
shall control.

5.4.2. Failure to Designate. If there is no valid Beneficiary
designation on file with the Company, or if all Beneficiaries
designated by a Participant have predeceased the Participant, the
benefits payable under the Plan by reason of the death of the
Participant shall be paid to the Participant's spouse, if living; if
the Participant does not leave a surviving spouse, to the Participant's
issue by right of representation; or, if there are no such issue then
living, to the Participant's estate. If there are benefits remaining
unpaid at the death of a sole Beneficiary (who died after the
Participant) under the Plan and if no successor Beneficiary has been
designated, the remaining balance of the benefits under the Plan shall
be paid to the deceased Beneficiary's estate, unless the Beneficiary
designation form provides to the contrary. If there are benefits
remaining unpaid at the death of a Beneficiary (who died after the
Participant) who is one of multiple concurrent Beneficiaries, such
remaining benefits shall be paid proportionally to the surviving
Beneficiaries, unless the Beneficiary designation form provides to the
contrary.

5.4.3. Death After Benefit Commencement. If a Participant dies
after benefits have commenced pursuant to Section 5.2, the
Participant's Account balance(s), if any, shall be paid to the
Participant's Beneficiary in the same manner that benefits would have
been paid to the Participant had the Participant survived. The
Committee may, at its sole discretion, accelerate the timing of
payments to the Beneficiary. Any Beneficiary may request such
acceleration in writing to the Committee.

5.4.4. Death Before Benefit Commencement. If the Participant
dies before distribution has commenced to the Participant, distribution
to the Beneficiary shall be paid as elected by the Participant under
Section 5.3, or in the absence of an election, in a lump sum within 90
days of death. The Committee may, at its sole discretion, accelerate

payments to the Beneficiary. Any Beneficiary may request such
acceleration in writing to the Committee.

5.4.5. Marital Deduction. If any benefits are payable under
the Plan to the surviving spouse of a deceased Participant, the estate
of the Participant's spouse shall be entitled to all remaining
benefits, if any, at the spouse's death, unless specifically directed
to the contrary by an effective Beneficiary designation.

Section 5.5. Minimum Amount and Frequency of Payments. Notwithstanding
anything in this Article 5 to the contrary, the Committee may adjust the length
of the distribution period under this Article 5 in order to assure that any
monthly installment is not less than $500. If the value of all Accounts at the
date of initial distribution is less than $30,000, then, notwithstanding any
other provision of the Plan to the contrary, the Committee may pay the Account
in a lump sum.

Section 5.6. Section 162(m) of the Code. Notwithstanding anything to
the contrary in this Plan, a Participant's Employer may defer payment of any
amounts otherwise required to be paid under this Plan in order to preserve the
deduction for such payment under Section 162(m) of the Code.

Section 5.7. Acceleration of Distributions. If the Internal Revenue
Service determines that a Participant or Beneficiary has received an economic
benefit or is in constructive receipt of a benefit under the Plan and has made a
final assessment of an income tax deficiency with respect to such benefit or if
a final judicial determination has been entered that an income tax deficiency
exists, the Committee shall distribute to such Participant an amount equal to
the taxable income recognized.

Section 5.8. Withdrawals.

5.8.1. Hardship Withdrawal. Upon the application of any
Participant, the Committee may permit such Participant to withdraw some
or all of the amount in one or more of the Participant's Accounts,
other than the Company Account. A Participant must provide the
Committee with a written petition of the intent to withdraw from the
Participant's Account at least 60 days (or such shorter time as
permitted by the Committee in its discretion) before the date of
withdrawal. No withdrawal shall be made under the provisions of this
Section except for the purpose of enabling a Participant to meet
immediate needs created by a severe financial hardship to the
Participant or resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent of the Participant, loss
of the Participant's property due to casualty, the Participant's
Disability, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. The circumstances that will constitute a severe financial
hardship will depend upon the facts of each case, but, in any case,
payment may not be made to the extent that such hardship is or may be
relieved: (a) through reimbursement or compensation through insurance
or otherwise; (b) by liquidation of the Participant's assets, to the
extent such liquidation would not itself cause a severe financial
hardship; or (c) by cessation of deferrals under the Plan, to the
extent permitted under the terms of the Plan. If a withdrawal is
permitted, the amount of the withdrawal shall be distributed to the
Participant in a lump sum as soon as is administratively practicable
following the requested withdrawal date. In addition, (a) the deferral
election of the Participant for the remainder of the Plan Year shall be
terminated and (b) the Participant may not enter into a new deferral
election until a Plan Year that begins at least twelve months following
the date of the withdrawal.

5.8.2. Early Distribution. Upon the application of any
Participant, the Committee shall permit such Participant to receive a
distribution of some or all of the amounts in an Account, other than
the Company Account, before the time otherwise specified in the Plan
for reasons other than financial hardship. Provided, however, that a
request for a distribution of 75% or more of an Account shall be deemed
to be and shall be treated as a request for a distribution of 100% of
the Account. A Participant must give a written petition of the
Participant's intent to receive such a distribution at least 60 days
(or such shorter time as permitted by the Committee in its discretion)
before the date of the distribution. Such a request may be made no more
than once during any Plan Year. If a Participant elects to receive such
a distribution a penalty shall be imposed such that the amount of the
requested distribution shall be reduced by 10% (5% if the distribution
occurs within 24 months following a Change in Control), which reduction
shall be permanently forfeited by the Participant to the Company. In
addition, (a) the deferral election of the Participant for the
remainder of the Plan Year shall be terminated and (b) the Participant
may not enter into a new deferral election until a Plan Year that
begins at least twelve months following the date of the withdrawal.

Section 5.9. Distributions on Plan Termination. Notwithstanding
anything in Article 5 to the contrary, if the Plan is terminated, distributions
shall be made in accordance with Section 8.2.

Section 5.10. Claims Procedure.

5.10.1. Initial Claim for Benefits. The following shall apply
with respect to claims of Participants for benefits under the Plan. The
Committee shall give notice to a Participant within 90 days of the
Participant's written application for benefits of the Participant's
eligibility or noneligibility for benefits under the Plan. If the
Committee

determines that a Participant is not eligible for benefits or full
benefits, the notice shall set forth (a) the specific reasons for such
denial, (b) a specific reference to the provision of the Plan on which
the denial is based, (c) a description of any additional information or
material necessary for the claimant to perfect the claim, and a
description of why it is needed, and (d) an explanation of the Plan's
claims review procedure and other appropriate information as to the
steps to be taken if the Participant wishes to have the claim reviewed.
If the Committee determines that there are special circumstances
requiring additional time to make a decision, the Committee shall give
notice to the Participant of the special circumstances and the date by
which a decision is expected to be made, and may extend the time for up
to an additional 90-day period.

5.10.2. Appeal of Claim Denial. If a Participant is determined
by the Committee to be not eligible for benefits, or if the Participant
believes that the Participant is entitled to greater or different
benefits, the Participant shall have the opportunity to have the claim
reviewed by filing a petition for review within 60 days after the
Participant has been given the notice issued by the Committee. If there
is no Trust in place with respect to the Participant's benefit, or if
there is a Trust, but the Trustee has not agreed to determine appeals
from denials of claims for benefits under the Plan, then the petition
shall be filed with the Committee. If there is a Trust in place with
respect to the Participant's benefit and if the Trustee has agreed to
determine appeals from denials of claims for benefits under the Plan,
then the petition shall be filed with the Trustee of the Trust. A
petition shall state the specific reasons the Participant believes that
the Participant is entitled to benefits or greater or different
benefits. Within 60 days after the petition has been filed, the
Committee or the Trustee, as the case may be, shall afford the
Participant an

opportunity to present the Participant's position to the Committee or
the Trustee, as the case may be, in writing, and the Participant shall
have the right to review pertinent documents. The Committee or the
Trustee, as the case may be, shall give notice to the Participant of
its decision in writing within said 60-day period, stating specifically
the basis of the decision written in a manner calculated to be
understood by the Participant and the specific provisions of the Plan
on which the decision is based. If because of special circumstances,
the 60-day period is not sufficient, the decision may be deferred for
up to another 60-day period at the election of the Committee or the
Trustee, as the case may be, but notice of this deferral shall be given
to the Participant.

ARTICLE 6. FUNDING

Section 6.1. Source of Benefits. All benefits under the Plan shall be
paid when due by the Company out of its assets or from the Trust.

Section 6.2. No Claim on Specific Assets. No Participant shall be
deemed to have, by virtue of being a Participant in the Plan, any claim on any
specific assets of the Company such that the Participant would be subject to
income taxation on the Participant's benefits under the Plan before
distribution. The rights of Participants and Beneficiaries to benefits to which
they are otherwise entitled under the Plan shall be those of an unsecured
general creditor of the Company.

ARTICLE 7. ADMINISTRATION AND FINANCES

Section 7.1. Administration. The Plan shall be administered by the
Committee. The Company shall bear all administrative costs of the Plan other
than those specifically charged to a Participant or Beneficiary.

Section 7.2. Powers of Committee. In addition to the other powers
granted under the Plan, the Committee shall have all powers necessary to
administer the Plan, including, without limitation, power exercisable in its
sole discretion, (a) to interpret the provisions of the Plan; (b) to determine
the rights of employees, Participants and Beneficiaries to benefit under the
Plan; (c) to establish and revise the method of accounting for the Plan; (d) to
maintain the Accounts; (e) to determine Crediting Rates for the Accounts; (f) to
establish rules for the administration of the Plan; and (g) to prescribe any
forms required to administer the Plan.

Section 7.3. Actions of the Committee. Except as modified by the Board,
the Committee (including any person or entity to whom the Committee has
delegated duties, responsibilities or authority, to the extent of such
delegation) has total and complete discretionary authority to determine
conclusively for all parties all questions arising in the administration of the
Plan, to interpret and construe the terms of the Plan, and to determine all
questions of eligibility and status of employees, Participants and Beneficiaries
under the Plan and their respective interests. Subject to the claims procedures
of Section 5.10, all determinations, interpretations, rules and decisions of the
Committee (including those made or established by any person or entity to whom
the Committee has delegated duties, responsibilities or authority, if made or
established pursuant to such delegation) are conclusive and binding upon all
persons having or claiming to have any interest or right under the Plan.

Section 7.4. Delegation. The Committee, or any officer designated by
the Committee, shall have the power to delegate specific duties and
responsibilities to officers or other employees of the Company or other
individuals or entities. Any delegation may be rescinded by the Committee at any
time. Each person or entity to whom a duty or responsibility has been delegated
shall be responsible for the exercise of such duty or responsibility and shall
not be responsible for any act or failure to act of any other person or entity.

Section 7.5. Reports and Records. The Committee, and those to whom the
Committee has delegated duties under the Plan, shall keep records of all their
proceedings and actions and shall maintain books of account, records, and other
data as shall be necessary for the proper administration of the Plan and for
compliance with applicable law.

ARTICLE 8. AMENDMENTS AND TERMINATION.

Section 8.1. Amendments. The Company, by action of the Board, or the
Committee to the extent authorized by the Board, may amend the Plan, in whole or
in part, at any time and from time to time. Provided, however, that for a period
of 24 months following a Change in Control, no amendment shall be effective
without the approval of a majority of the Participants in the Plan. Any
amendment shall be filed with the Plan documents. No amendment, however, may be
effective to eliminate or reduce any Account balance, determined as of the date
of such amendment, of any Participant or of any Beneficiary then eligible for
benefits, without such Participant's or Beneficiary's consent.

Section 8.2. Termination. The Company reserves the right to terminate
the Plan at any time by action of the Board. Provided, however, that for a
period of 24 months following a Change in Control, no termination shall be
effective without the approval of a majority of the

Participants in the Plan. Upon termination of the Plan, all deferrals and
Company Contributions will cease and no future deferrals or Company
Contributions will be made. Termination of the Plan shall not operate to
eliminate or reduce any Account balance, determined as of the date of such
termination, of any Participant or of any Beneficiary then eligible for
benefits, without such Participant's or Beneficiary's consent. If the Plan is
terminated, payments from the Accounts of all Participants and Beneficiaries
shall be made as soon as administratively practicable following the termination
in a lump sum or, in the discretion of the Company, in installments over a
period of no more than three years, commencing within 90 days of the date of
termination of the Plan. Provided, however, that if the termination occurs
within 24 months following a Change in Control, distribution must be made in a
lump sum as soon as administratively practicable (but in no event longer than 90
days) following the termination. Accounts shall be credited with earnings during
the payment period in accordance with Section 4.6.

ARTICLE 9. MISCELLANEOUS

Section 9.1. No Guarantee of Employment. Neither the adoption and
maintenance of the Plan nor the execution by the Company of a deferral or
Account election with any Participant shall be deemed to be a contract of
employment between the Company and any Participant. Nothing contained herein
shall give any Participant the right to be retained in the employ of the Company
or to interfere with the right of the Company to discharge any Participant at
any time, nor shall it give the Company the right to require any Participant to
remain in its employ or to interfere with the Participant's right to terminate
the Participant's employment at any time.

Section 9.2. Release. Any payment of benefits to or for the benefit of
a Participant or a Participant's Beneficiaries that is made in good faith by the
Company in accordance with the

Company's interpretation of its obligations hereunder shall be in full
satisfaction of all claims against the Company for benefits under this Plan to
the extent of such payment.

Section 9.3. Notices. Any notice or communication permitted or required
under the Plan shall be in writing and shall be delivered personally, or sent by
registered or certified mail, return receipt requested, postage prepaid, or sent
by nationally recognized overnight carrier, postage prepaid, or sent by
facsimile transmission to the principal office of the Company, if to the
Company, or to the address last shown on the records of the Company, if to a
Participant or Beneficiary. Such notice or communication shall be deemed given
(a) when delivered if personally delivered; (b) five mailing days after having
been placed in the mail, if delivered by registered or certified mail; (c) the
business day after having been placed with a nationally recognized overnight
carrier, if delivered by nationally recognized overnight carrier, and (d) the
business day after transmittal when transmitted with electronic confirmation of
receipt, if transmitted by facsimile. Any party may change the address or
facsimile number to which notices or communications are to be sent to it by
giving notice of such change in the manner herein provided for giving notice.

Section 9.4. Nonalienation. No benefit payable at any time under this
Plan shall be subject in any manner to alienation, sale, transfer, assignment,
pledge, levy, attachment, or encumbrance of any kind by any Participant or
Beneficiary.

Section 9.5. Tax Liability. The Company may withhold or direct the
trustee of the Trust to withhold from any payment of benefits (or from any other
amounts to be paid to the Participant or Beneficiaries) such amounts as the
Company determines are reasonably necessary to pay any taxes (and interest
thereon) required to be withheld or for which the trustee of the Trust may
become liable under applicable law. The Company may also forward or direct the

trustee of the Trust to forward to the appropriate taxing authority any amounts
required to be paid by the Company or the Trust under the preceding sentence.

Section 9.6. Parachute Payments. No gross up or other recalculations of
amounts owed under this Plan shall be made to avoid excess parachute payments
under Section 280G of the Code or excise tax liability under Section 4995 of the
Code.

Section 9.7. Indemnification. The Company shall indemnify and defend to
the fullest extent permitted by law any employee or former employee serving or
formerly serving as a member of the Committee against all liabilities, damages,
costs and expenses (including attorneys' fees and amounts paid in settlement of
any claims approved by the Company) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.

Section 9.8. Captions. Article and section headings and captions are
provided for purposes of reference and convenience only and shall not be relied
upon to construe, define, modify, limit, or extend the scope of any provision of
the Plan.

Section 9.9. Applicable Law. The Plan and all rights hereunder shall be
governed by and construed according to the laws of the State of Minnesota,
except to the extent such laws are preempted by the laws of the United States of
America. The Plan shall be interpreted in a manner consistent with all
applicable laws, including the Americans with Disabilities Act.

IN WITNESS WHEREOF, The Sportsman's Guide, Inc. has caused this Plan to be
executed by its duly authorized officers this 16th day of August, 2002.

THE SPORTSMAN'S GUIDE, INC.

By /s/ Charles Lingen
----------------------------------------
Its CFO
------------------------------------

The undersigned hereby consent to serve as members of the Committee
under the Plan:

/s/ Chuck Lingen
-------------------------------------------
Chuck Lingen

/s/ Berghetta Schmidt
-------------------------------------------
Berghetta Schmidt