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                                                                 EXHIBIT 3.2

                                                          As amended through
                                                               March 5, 2003

                              KELLWOOD COMPANY

                             -------------------

                                   BY-LAWS

                                 ----------

                                   OFFICES

                                 ----------



         Section 1.1. Principal Office. The principal office shall be in the
                      ----------------
City of Wilmington, County of New Castle, State of Delaware, and the name of
the resident agent in charge thereof is The Prentice Hall Corporation
System, Inc.

         Section 1.2. Other Offices. The Corporation may also have an office
                      -------------
in the City of Chicago, State of Illinois, and also offices at such other
places as the Board of Directors may from time to time determine or the
business of the Corporation may require.



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                           STOCKHOLDERS' MEETINGS
                           ----------------------

         Section 2.1. Place of Meetings. All meetings of stockholders for
                      -----------------
the election of directors shall be held at such place, within or without the
State of Delaware as the Board of Directors may fix by resolution, or if no
place is so fixed, then at the general office of the Company at 600 Kellwood
Parkway in St. Louis County, Missouri. All meetings of stockholders, other
than meetings for the election of directors, shall be held at such place,
within or without the State of Delaware as may from time to time be fixed by
the Board and specified in the respective notices or waivers of notice
thereof.

         Section 2.2. Annual Meetings. An annual meeting of stockholders,
                      ---------------
commencing with the meeting during the fiscal year 1995, shall be held on
the fourth Thursday after the first Thursday in May in each year, with the
first such meeting to be held in the calendar year 2001 if not a legal
holiday, and if a legal holiday then on the next secular day following, at
10:00 A.M.; at which time they shall elect by a plurality vote, a Board of
Directors, and transact such other business as may properly be brought
before the meeting.

         Section 2.3. Notice of Meeting. Written notice of the annual
                      -----------------
meeting shall be served upon or mailed to each stockholder entitled to vote
thereat at the stockholder's address as appears on the books of the
Corporation, at least ten days prior to the meeting, and shall state the
place, date and hour of the meeting. The notice must be given not less than
ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at the meeting.

         Section 2.4. Stockholders' List. At least ten days before every
                      ------------------
meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address of
each stockholder as shown on the records of the Corporation and the number
of voting shares held by each stockholder, shall be prepared by the
Secretary. The list shall be kept, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held for a period of at least ten days prior to the meeting. During the ten
day period, the list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours. The
list shall also be produced and kept at the time and place of the

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meeting the whole time thereof, and subject to the inspection of any
stockholder who may be present.

         Section 2.5. Special Meetings. Special meetings of the
                      ----------------
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the
Chairman of the Board or Secretary at the request in writing of a majority
of the Board of Directors. Such request shall state the purpose or purposes
of the proposed meeting.

         Section 2.6. Notice of Special Meetings. Written notice of a
                      --------------------------
special meeting of stockholders, stating the time and place and object
thereof, shall be served upon or mailed to each stockholder entitled to vote
thereat at such address as appears on the books of the Corporation, at least
five days before such meeting.

         Section 2.7. Quorum. The holders of a majority of the stock issued
                      ------
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute, by the Certificate of Incorporation or by
these By-Laws. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented
any business may be transacted which might have been transacted at the
meeting as originally notified.

         Section 2.8. Voting. When a quorum is present at any meeting, the
                      ------
vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express provision of
the statutes or of the Certificate of Incorporation or of these By-Laws, a
different vote is required in which case such express provision shall govern
and control the decision of such question. Each stockholder shall have one
vote for each share of stock having voting power, registered in his name on
the books of the corporation. Except where the transfer books of the
corporation shall have been closed or a date shall have been fixed as a
record date for the determination of its stockholders entitled to vote, no
share of stock shall be

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voted on at any election of directors which shall have been transferred on
the books of the corporation twenty days next preceding such election of
directors.

         Section 2.9. Proxies. At any meeting of the stockholders every
                      -------
stockholder having the right to vote shall be entitled to vote in person, or
by proxy appointed by an instrument in writing subscribed by the stockholder
and bearing a date not more than three years prior to the meeting, unless
the proxy provides for a longer period.

Without limiting the manner in which a stockholder may authorize another
person or persons to act for him as proxy, a stockholder may validly
authorize another person or persons to act for or him as proxy by: (a)
executing a writing to that effect, which execution may be accomplished by
the stockholder or his authorized officer, director, employee or agent
signing the writing or causing his signature to be affixed to the writing by
any reasonable means including, but not limited to, by facsimile signature;
or (b) transmitting or authorizing the transmission of the telegram,
cablegram, or other means of electronic transmission to the person who will
be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be
the holder of the proxy to receive such transmission, provided that any
telegram, cablegram or other means of electronic transmission must either
set forth or be submitted with information from which it can be determined
that the telegram, cablegram or other electronic transmission was authorized
by the stockholder. If it is determined that any telegram, cablegram or
other electronic transmission submitted pursuant to clause (b) above is
valid, the inspectors shall specify the information upon which they relied.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to the preceding sentence may be
substituted or used in lieu of the original writing or transmission for any
and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing
or transmission.

         Section 2.10. Stockholder Nominations and Proposals.
                       -------------------------------------

(a) At any meeting of the stockholders, no business shall be conducted which
has not been properly brought before the meeting. To be properly brought
before a meeting, business

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must be (i) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting by a
stockholder.

(b) For business to be properly brought before a meeting by a stockholder,
the Secretary of the Corporation must have received written notice not less
than sixty (60) days nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy (70) days'
notice or prior public disclosure is given or made to stockholders, notice
by the stockholder to be timely must be received no later than the close of
business on the tenth (10th) day following the day on which such notice of
the date of the meeting was mailed or the public disclosure was made.

(c) In the case of stockholder nominations for election to the Board of
Directors, the notice shall set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in such notice,
(ii) the principal occupations or employment of each such nominee for the
past five (5) years, (iii) the number of shares of the Corporation which are
beneficially owned by each such nominee, (iv) other directorships held by
each nominee, (v) the names of business entities of which each such nominee
owns a ten percent (10%) or more beneficial interest, and (vi) all other
information with respect to the nominees required by the Federal proxy rules
in effect at the time the notice is submitted. In addition, the notice shall
be accompanied by a statement, over the signature of each proposed nominee,
that he consents to being a nominee, if elected he intends to serve as a
director, and confirming the information with respect to him set forth in
the notice.

(d) In the case of stockholder proposals other than the election of
directors, the notice shall set forth (i) a brief description of the
business to be brought before the meeting, (ii) the name, age, business and
residence address of the stockholder submitting the proposal, (iii) the
principal occupation or employment of that stockholder, (iv) the number of
shares of the corporation which are beneficially owned by the stockholder,
and (v) any material interest of the stockholder in the business. The
chairman of the meeting may, if the facts warrant, determine and declare to
the meeting that a stockholder nomination or proposal was not made in
accordance with the foregoing procedure and the defective nomination or
proposal shall be disregarded and

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the inspectors of election shall not count any votes cast in favor thereof.
Notwithstanding anything in these By-Laws to the contrary, no elections or
other business shall be conducted at any meeting of the stockholders except
in accordance with the procedures set forth in this Section 2.10.

         Section 2.11. Voting Procedures and Inspectors of Elections.
                       ---------------------------------------------

(a) The Corporation, by action of the Secretary, shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at the
meeting of and make a written report thereof. The Corporation may designate
one or more persons as alternate inspectors to replace any inspector who
fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best
of his ability.

(b) The inspectors shall (i) ascertain the number of shares outstanding and
the voting power of each, (ii) determine the shares represented at a meeting
and the validity of proxies and ballots, (iii) count all votes and ballots,
(iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors,
and (v) certify their determination of the number of shares represented at
the meeting, and their count of all votes and ballots. The inspectors may
appoint or retain other persons or entities to assist the inspectors in the
performance of the duties of the inspectors.

(c) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced
at the meeting. No ballot, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the inspectors after the closing of
the polls unless the Court of Chancery upon application by a stockholder
shall determine otherwise.

(d) In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any
information provided in accordance with clause (b) of Section 2.9 of these
By-Laws, ballots and the regular books and records of the Corporation,
except that the inspectors may consider other reliable information for the
limited purpose of reconciling proxies and ballots

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submitted by or on behalf of banks, brokers, their nominees or similar
persons which represent more votes than the holder of a proxy is authorized
by the record owner to cast or more votes than the stockholder, holds of
record. If the inspectors consider other reliable information for the
limited purpose permitted herein, the inspectors at the time they make their
certification pursuant to subsection (b)(v) of this Section shall specify
the specific information considered by them including the person or persons
from whom they obtained the information, when the information was obtained,
the means by which the information was obtained and the basis for the
inspectors' belief that the information is accurate and reliable.



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                                  DIRECTORS
                                  ---------

         Section 3.1. Number of Directors. The number of directors of the
                      -------------------
corporation shall be nine. Directors need not be stockholders of the
corporation. The Board of Directors shall be divided into two classes as
nearly equal in number as may be, with the term of office of one class,
after the initial classification at the 1983 annual stockholders' meeting,
to expire in each year. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal in
number as possible. Subject to the foregoing and to Section 3.3 below, at
each annual meeting of stockholders the successors to the class of directors
whose term shall then expire shall be elected to hold office for a term
expiring at the second succeeding annual meeting.

         Section 3.2. Place of Meeting. The directors may hold their
                      ----------------
meetings outside of Delaware, at the office of the corporation or at such
other places as they may be from time to time to determine, or as shall be
fixed in the respective notices or waivers of notice of such meetings.

         Section 3.3. Vacancies. If the office of any director or directors
                      ---------
becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, or a new directorship
is created, a majority of the remaining directors, though less than a
quorum, shall choose a successor or successors, or a director to fill the
newly created directorship. If a vacancy in the Board of Directors occurs by
reason of death, resignation, retirement, disqualification, removal from
office, or otherwise, the director elected to fill the vacancy shall have
the same term as his predecessor. If the vacancy is as a result of an
increase in the number of directors, the director elected to fill the newly
created directorship shall have the same term as that of the other directors
of the class of which he shall be a member.

         Section 3.4. General Powers. The property and business of the
                      --------------
corporation shall be managed by its Board of Directors which may exercise
all such powers of the corporation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

         Section 3.5. Committees of Directors. The Board of Directors may,
                      -----------------------
by resolution or resolutions passed by a

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majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation,
which, to the extent provided in said resolution or resolutions, shall have
and may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may have power to authorize
the seal of the corporation to be at fixed to all papers which may require
it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors. The committees shall keep regular minutes of their proceedings
and report the same to the Board when required.

         Section 3.6. Compensation of Directors. By resolution of the Board,
                      -------------------------
an annual or other periodic fee for members of the Board may be established
and expenses of attendance at Board meetings, if any, may be allowed.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

         Section 3.7. Annual Meeting. The first meeting of the Board of
                      --------------
Directors held after the annual meeting of the shareholders in each year
shall constitute the annual meeting of the Board, and officers shall be
elected at this meeting. Notice of such meeting, unless waived, shall be
given by mail or telegram to each director elected at such annual meeting,
at his address as the same may appear on the records of the corporation, or
in the absence of such address, at his residence or usual place of business,
at least three (3) days before the day on which such meeting is to be held.
Said meeting may be held at such place as the Board may fix from time to
time or as may be specified or fixed in such notice or waiver thereof.

         Section 3.8. Special Meetings. Special meetings of the Board of
                      ----------------
Directors may be held at any time on the call of the Chairman of the Board
or at the request in writing of any two (2) directors. Notice of any such
meeting, unless waived, shall be given by mail or telegram to each director
at his address as the same appears on the records of the corporation not
less than one (1) day prior to the day on which such meeting is to be held
if such notice is by telegram, and not less than two (2) days prior to the
day on which the meeting is to be held if such notice is by mail. If the
Secretary shall fail or refuse to give such notice, then the notice may be
given by the officer or any one of

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the directors making the call. Notwithstanding the foregoing, for purposes
of dealing with an emergency situation, as conclusively determined by the
directors or officer calling the meeting, notice may be given in person, by
telegram or cable, by telephone or wireless, or by any other means that
reasonably may be expected to provide similar notice, not less than two (2)
hours prior to the meeting. Any such meeting may be held at such place as
the Board may fix from time to time or as may be specified or fixed in such
notice or waiver thereof. Notice may be waived in writing by any director,
either before or after the meeting. Any meeting of the Board of Directors
shall be a legal meeting without any notice thereof having been given, if
all the directors shall be present thereat, and no notice of a meeting shall
be required to be given to any director who shall attend such meeting.

         Section 3.9. Action Without Meeting. Any action required or
                      ----------------------
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.

         Section 3.10. Quorum and Manner of Action. Except as otherwise
                       ---------------------------
provided in the Certificate of Incorporation or in these By-Laws, a majority
of the total number of directors as at the time specified by the By-Laws
shall constitute a quorum at any regular or special meeting of the Board of
Directors. Except as otherwise provided bylaw or by the Certificate of
Incorporation, as amended, or by these By-Laws, the act of a majority of the
directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn the meeting from time to time until a quorum
be had. Notice of any adjourned meeting need not be given. Any director may
require the "ayes" and "noes" to be taken on any questions and recorded in
the minutes.

         Section 3.11. Notices. Whenever, under the provisions of the
                       -------
statutes or of the Certificate of Incorporation or of these By-Laws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing,
by mail, by depositing the same in a post office or letter box, in a
post-paid sealed wrapper, or by delivery to a telegraph company, addressed
to such director

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or stockholder at such address as appears on the books of the corporation,
or, in default of other address, to such director or stockholder at the
General post office in the City of Dover, Delaware, and such notice shall be
deemed to be given at the time when the same shall be thus mailed or
delivered by a telegraph company.

         Section 3.12. Waivers of Notice. Whenever any notice is required to
                       -----------------
be given under the provisions of the statutes or of the Certificate of
Incorporation, or of these By-Laws, a waiver thereof in writing signed by
the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.



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                                  OFFICERS
                                  --------

         Section 4.1. Executive Officers. The executive officers of the
                      ------------------
corporation shall be a Chairman of the Board, Chief Executive Officer,
President, such number of Vice Presidents as the Board of Directors may
determine, a Secretary and a Treasurer. One person may hold any two of said
offices except the office of President and Secretary. Additional officers
may from time to time be appointed by the Board of Directors.

         Section 4.2. Election, Term of Office and Eligibility. The
                      ----------------------------------------
executive officers of the corporation shall be elected annually by the Board
of Directors at its annual meeting or at a special meeting held in lieu
thereof. Each officer, except such officers as may be appointed in
accordance with the provisions of Section 4.3, shall hold office until a
successor shall have been duly chosen and qualified or until the officer's
death, resignation or removal. The Chairman of the Board and the Chief
Executive Officer shall be and remain members of the Board of Directors.
None of the other officers need be members of the Board.

         Section 4.3. Subordinate Officers, etc. The Board of Directors may
                      -------------------------
appoint such Assistant Secretaries, Assistant Treasurers, Auditor and other
officers, such committees in addition to the Executive Committee, and such
agents as the Board may determine, to hold office for such period, and with
such authority and to perform such duties as the Board may from time to time
determine. The Board may, by specific resolution, empower the Chief
Executive Officer or the Executive Committee to appoint any such subordinate
officers or agents.

         Section 4.4. Removal. The Chairman of the Board, the Chief
                      -------
Executive Officer, the President, any Vice President, the Secretary and/or
the Treasurer may be removed at any time, either with or without cause, but
only by the affirmative vote of the majority of the total number of
directors as at the time specified by the By-Laws. Any subordinate officer
appointed pursuant to Section 4.3 may be removed at anytime, either with or
without cause, by the majority vote of the directors present at any meeting
of the Board or by any committee or officer empowered so to do by resolution
of the Board.

         Section 4.5. Resignations. Any officer may resign at any time by
                      ------------
giving written notice to the Board of Directors or to the Chairman of the
Board or the Secretary

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of the corporation. Any such resignation shall take effect at the time
specified therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

         Section 4.6. Vacancies. A vacancy in any Office because of death,
                      ---------
resignation, removal, disqualification, or any other cause shall be filled
for the unexplored portion of the term in the same manner in which an
officer to fill said office may be chosen pursuant to Section 4.2 and/or
4.3.

         Section 4.7A. The Chairman of the Board. The Chairman of the Board
                       -------------------------
shall have executive authority to see that all orders and resolutions of the
Board of Directors are carried into effect. The Chairman shall preside at
all meetings of the stockholders and of the Board of Directors; and in
general shall perform all duties incident to the office of the Chairman of
the Board and such other duties as from time to time may be assigned to him
by the Board of Directors.

         Section 4.7B. The Chief Executive Officer and the President. The
                       ---------------------------------------------
Chief Executive Officer shall be the chief executive officer of the
corporation, and subject to the control vested in the Board of Directors by
statute, by the Certificate of Incorporation, as amended, or by these
By-Laws, shall administer and be responsible for the overall management of
the business and affairs of the corporation. The President shall perform
such duties as may from time to time be assigned by the Board of Directors,
or the Chairman of the Board or the Chief Executive Officer (if a person
other than the President). In the absence or disability of the Chairman of
the Board, the Chief Executive Officer shall perform the duties of the
Chairman of the Board.

         Section 4.8. The Vice Presidents. In the event of the absence or
                      -------------------
disability of President, each Vice President, in the order of his seniority,
which shall be in the order of his election, shall perform the duties of the
President. The Vice President shall also perform such other duties as from
time to time may be assigned to him by the Board of Directors.

         Section 4.9. The Secretary. The Secretary shall:
                      -------------

(a) Keep the minutes of the meetings of the stockholders and of the Board of
Directors in books provided for that purpose;

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(b) See that all notices are duly given in accordance with the provisions of
these By-Laws or as required by law;

(c) Be custodian of the records and of the seal of the corporation and see
that the seal or a facsimile or equivalent thereof is affixed to or
impressed or reproduced on all stock certificates prior to their issue, and
on all documents, the execution of which on behalf of the corporation under
its seal is duly authorized;

(d) Have charge of the stock record books of the corporation and keep or
cause to be kept the stock record and transfer books in such manner as to
show at any time the number of shares of each class of the capital stock of
the corporation issued and outstanding, the names and addresses of the
holders of record thereof, and the number of shares held by each; and
exhibit or cause to be exhibited at all reasonable times to any officer or
director, upon application, the original or duplicate stock ledger;

(e) See that the books, reports, statements, certificates, and all other
documents and records required by law are properly made, kept and filed;

(f) In general, perform all duties incident to the office of Secretary, and
such other duties as are provided by these By-Laws and as from time to time
are assigned to him by the Board of Directors or by the Chairman of the
Board.

         Section 4.10. The Assistant Secretaries. If one or more Assistant
                       -------------------------
Secretaries shall be appointed pursuant to the provisions of this Article
respecting subordinate officers, then, at the request of the Secretary, or
in his absence or disability, the Assistant Secretary designated by the
Secretary (or in the absence of such designations, then any one of such
Assistant Secretaries) shall perform the duties of the Secretary, and when
so acting shall have all the powers of, and be subject to all the
restrictions upon, the Secretary.

         Section 4.11. The Treasurer. The Treasurer shall:
                       -------------

(a) Receive, have charge and custody of, and be responsible for all funds
of, and securities owned or held by the corporation, and in connection
therewith, among other things: keep or cause to be kept full and accurate
records and accounts of receipts and disbursements in books belonging to the
corporation; deposit or cause to be deposited to the credit of the
corporation, all monies,

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funds and securities so received in such bank or other depository as the
Board of Directors or an officer designated by the Board may from time to
time establish; and disburse or supervise the disbursement of the funds of
the corporation as may be properly authorized and take or cause to be taken
proper vouchers for such disbursements;

(b) Render to the Board of Directors at any meeting thereof, or from time to
time whenever the Board of Directors or the President may require, an
account of all transactions as Treasurer and an account of the financial
condition of the corporation, and render or cause to be rendered a full
financial report at the annual meeting of the shareholders, if called upon
to do so;

(c) In general, perform all the duties incident to the Office of Treasurer
and such other duties as from time to time may be assigned to him by the
Board of Directors or by the Chairman of the Board.

         Section 4.12. The Assistant Treasurers. If one or more Assistant
                       ------------------------
Treasurers shall be appointed pursuant to the provisions of this Article
respecting subordinate officers, then, at the request of the Treasurer, or
in his absence or disability, the Assistant Treasurer designated by the
Treasurer (or in the absence of such designation, then any one of such
Assistant Treasurers), shall perform all the duties of the Treasurer and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Treasurer.

         Section 4.13. Salaries. The salaries of the officers shall be fixed
                       --------
from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.

         Section 4.14. Bonds. If the Board of Directors shall so require,
                       -----
the Treasurer, and any Assistant Treasurer and/or any other officer or agent
of the corporation shall give bond to the corporation in such amount and
with such surety as the Board of Directors may deem sufficient, conditioned
upon the faithful performance of their respective duties and offices.

         Section 4.15. Delegation of Duties. In case of the absence of any
                       --------------------
officer of the corporation or for any other reason which may seem sufficient
to the Board, the Board of Directors may, for the time being, delegate his


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powers and duties, or any of them, to any other officer or to any director.



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                               SHARES OF STOCK
                               ---------------

         Section 5.1. Regulation. Subject to the terms of any contract of
                      ----------
the corporation, the Board of Directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer, and registration of
certificates for share of the stock of the corporation, including the issue
of new certificates for lost or destroyed certificates, and including the
appointment of transfer agents and registrars.

         Section 5.2. Stock Certificates. Certificates for shares of stock
                      ------------------
of the corporation shall be respectively numbered serially for each class of
shares, or series thereof, as they are issued, shall be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the Chairman
of the Board or President or a Vice President, and by the Secretary or
Treasurer, or an Assistant Secretary or an Assistant Treasurer. Any or all
of the signatures on any certificate, including those of transfer agents and
registrars, may be a facsimile. Each certificate shall exhibit the name of
the corporation, the class (or series of any class) and number of shares
represented thereby, the name of the holder, the par value of the shares
represented thereby or that such shares are without par value. Each
certificate shall be otherwise in such form as may be prescribed by the
Board of Directors.

         Section 5.3. Transfer of Shares. The corporation may from time to
                      ------------------
time enter into an agreement or agreements with one or more if its
stockholders restricting the transferability of its stock in accord with the
general corporate purpose to have its stock owned by persons actively
engaged in the corporate business. Subject to the terms of any such
agreement, shares of the capital stock of the corporation shall be
transferable on the books of the corporation by the holder thereof in person
or by his duly authorized attorney, upon the surrender and cancellation of a
certificate or certificates for a like number of shares. As against the
corporation a transfer of shares can be made only on the books of the
corporation and in the manner hereinabove provided, and the corporation
shall be entitled to treat the registered holder of any share as the owner
thereof and shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by
the statutes of the State of Delaware.

                                     17

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         Section 5.4. Closing of Transfer Books. The Board of Directors
                      -------------------------
shall have the power to close the stock transfer books of the corporation
for a period of not more than 60 or less than 10 days preceding the date of
any meeting of stockholders, or the date for payment of any dividends, or
the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or for a
period of not more than 60 or less than 10 days in connection with obtaining
the consent of stockholders for any purpose; provided, however, that in lieu
of closing the stock transfer books as aforesaid, the Board of Directors may
fix, in advance, a date not more than 60 or less than 10 days preceding the
date of any meeting of stockholders or the date for any payment of dividend,
or the date for the allotment of rights, or the date when any change or
conversion or any exchange of capital stock shall go into effect, or a date
in connection with obtaining such consent of stockholders for any purpose as
a record date for the determination of the stockholders entitled to notice
of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to receive any such
allotment or rights, or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.

         Section 5.5. Lost Certificates. Any stockholder claiming that a
                      -----------------
certificate representing shares of stock has been lost or destroyed may make
an affidavit or affirmation of the fact and if the Board of Directors so
requires, advertise the same in a manner designated by the Board, and give
the corporation a bond of indemnity in form and with security for an amount
satisfactory to the Board, but not exceeding double the value of the shares
represented by said certificate; whereupon a new certificate may be issued
of the same tenor and representing the same number, class and/or series of
shares as were represented by the certificate alleged to have been lost or
destroyed.


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                              BOOKS AND RECORDS
                              -----------------

         Section 6.1. Location. The books, accounts and records of the
                      --------
corporation may be kept at such place or places within or without the State
of Delaware as the Board of Directors may from time to time determine. In
case the original stock ledger and transfer books of the corporation are
kept without said State, a duplicate of each thereof shall be kept at its
principal office in the State of Delaware.

         Section 6.2. Inspection. Except as otherwise provided by statute,
                      ----------
the books, accounts, and records of the corporation shall be open to
inspection by any member of the Board of directors during usual business
hours for any purpose reasonably related to his position as director; and
open to inspection by the stockholders, in person or by attorney or other
agent, upon their written demand under oath directed to the corporation at
its registered office or at its principal place of business, stating the
purpose thereof, during usual business hours, for any proper purpose
reasonably related to such person's interest as a stockholder, and subject
to such regulations as the Board of Directors may prescribe. If an attorney
or other agent shall be the person who seeks the right of inspection, the
demand under oath shall be accompanied by a power of attorney or other
writing authorizing the attorney or agent to act on behalf of the
stockholder.

         Section 6.3. Corporate Seal. The corporate seal shall contain two
                      --------------
concentric circles between which shall be the name of the corporation and
the word "Delaware" and in the center shall be inscribed the words
"Corporate Seal" and the year in which the Certificate of Incorporation was
issued.


                                     19

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<PAGE>

                           DIVIDENDS AND RESERVES
                           ----------------------

         Section 7.1. Dividends. Subject to the provisions of the
                      ---------
Certificate of Incorporation, as amended and other lawful commitments of the
corporation, dividends upon the shares of any class of stock, or series
thereof, of the corporation may be declared by the Board of Directors out of
the net assets of the corporation in excess of its capital or out of its net
profits at any regular or special meeting of the Board of Directors.
However, no dividend shall be declared or paid which would impair the
capital stock of the corporation.

         Section 7.2. Reserves. Before declaring any dividend or making any
                      --------
distribution of net assets in excess of capital or any distribution of net
profits, the Board of Directors, from time to time in their absolute
discretion, may set apart out of any funds of the corporation available for
dividends, a reserve or reserves for working capital, or to meet
contingencies, or for repairs or maintenance, or for any other lawful
purpose, and also, from time to time, may abolish or decrease any such
reserve or reserves.


                                     20

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<PAGE>

                          MISCELLANEOUS PROVISIONS
                          ------------------------

         Section 8.1. Fiscal Year. The fiscal year of the corporation shall
                      -----------
end on the 31st day of January in each year or on such other date as the
Board of Directors may from time-to-time determine.

         Section 8.2. Depositaries. The Board of Directors or an officer
                      ------------
designated by the Board shall appoint banks, trust companies, or other
depositaries in which shall be deposited from time to time the money or
securities of the corporation.

         Section 8.3. Checks, Drafts, Notes, etc. All checks, drafts, or
                      --------------------------
other orders for the payment of money, and all notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed by such
officer or officers or agent or agents as shall from time to time be
designated by resolution of the Board of Directors or by an officer
appointed by the Board.

         Section 8.4. Contracts, etc., How Executed. Except as in the
                      -----------------------------
By-Laws otherwise provided, the Board of Directors may authorize any
officer, agent or agents, to enter into any contract or execute and deliver
any instrument in the name and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         Section 8.5. Stock in Other Corporations. Any shares of stock in
                      ---------------------------
any other corporation which may from time to time be held by this
corporation may be represented and voted at any meeting of the shareholders
of such corporation by the Chairman of the Board, the President or a Vice
President, or by any other person or persons thereunto authorized by the
Board of Directors, or by any proxy designated by written instrument of
appointment executed in the name of this corporation by its Chairman of the
Board, the President or a Vice President and attested by the Secretary or an
Assistant Secretary. Shares of stock belonging to the corporation need not
stand in the name of the corporation, but may be held for the benefit of the
corporation in the individual name of the Treasurer or of any other nominee
designated for the purpose by the Board of Directors. Certificates for
shares so held for the benefit of the corporation shall be endorsed in blank
or have proper stock powers attached so that said certificates are at all
times in due form for transfer, and shall be held for safekeeping in such
manner as shall be determined from time to time by the Board of Directors.

                                     21

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<PAGE>

         Section 8.6. Indemnification of Directors and Officers.
                      -----------------------------------------

(a) Right to Indemnification. Each person who was or is a party or is
    ------------------------
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, shall be indemnified and held
harmless by the Corporation to the fullest extent permitted by the laws of
Delaware against all costs, charges, expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his heirs, executors and
administrators. The right to indemnification conferred in this paragraph (a)
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition upon receipt by the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that the director
or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same
scope and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this
    -------------------------------
Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant
shall also be entitled to be paid the expense of prosecuting such claim. It
shall be a defense to any action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking has been tendered to the
Corporation) that the claimant has failed to meet a standard of conduct

                                     22

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<PAGE>

which makes it permissible under Delaware law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is permissible in the
circumstances because he has met such standard of conduct, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not
met such standard of conduct, nor the termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall be a defense to the action or create a presumption
that the claimant has failed to meet the required standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the payment
    -------------------------
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.

(d) Insurance. The Corporation may maintain insurance, at its expense, to
    ---------
protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under Delaware law.

(e) Expenses as a Witness. To the extent that any director, officer,
    ---------------------
employee or agent of the Corporation is by reason of such position, or a
position with another entity at the request of the Corporation, a witness in
any proceeding, he shall be indemnified against all costs and expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.

(f) Indemnity Agreements. The Corporation may enter into indemnity
    --------------------
agreements with the persons who are members of its Board of Directors from
time to time, and with such officers, employees and agents as the Board may
designate, providing in substance that the Corporation shall indemnify such
persons to the fullest extent permitted by Delaware law.

                                     23

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<PAGE>

(g) Effect of Amendment. Any amendment, repeal or modification of any
    -------------------
provision of this Section by the stockholders or the directors of the
Corporation shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such amendment, repeal
or modification.

         Section 8.7. Amendment of By-Laws. In accordance with authority
                      --------------------
expressly contained in the Certificate of Incorporation, these By-Laws may
be added to, altered, amended, or repealed, and new or other By-Laws may be
made and adopted by vote of a majority of the Board of Directors, at any
regular or special meeting of the Board, and without prior notices of intent
so to do. These By-Laws may also be added to, altered, amended or repealed,
and new or other By-Laws may be made and adopted by vote of at least 75% of
the shares entitled to vote thereon at any regular or special meeting, and
without prior notices of intent so to do.

         Section 8.8. Validity of Contracts, etc. No contract or other
                      --------------------------
transaction between the corporation and any other corporation shall be
affected or invalidated by the fact that any one or more of the directors
of this corporation is or are interested in, or is a director or officer, or
are directors or officers of such other corporation, and any director or
directors, individually or jointly may be a party or parties to or may be
interested in any contract or transaction of this corporation or in which
this corporation is interested; and no contract, act or transaction of this
corporation with any person or persons, firms or corporation, shall be
affected or invalidated by the fact that any director or directors of this
corporation is a party, or are parties to, or interested in, such contract,
act or transaction, or in anyway connected with such person or persons, firm
or association, and each and every person who may become a director of this
corporation is hereby relieved from any liability that may otherwise exist
from contracting with the corporation for the benefit of himself or any firm
or corporation in which he may be in any way interested; provided, however,
that in any such case the fact of such interest shall be disclosed to other
directors acting upon or in reference to such contract or transaction.

         Section 8.9. Selection of Public Accountants. Each year the Board
                      -------------------------------
of Directors shall select independent public accountants to audit the books
and accounts of the corporation.


                                     24

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                         GROUPS AND GROUP PERSONNEL
                         --------------------------

         Section 9.1. Establishment of Groups. The Board of Directors of
                      -----------------------
this Corporation may cause all or a portion of the business and operations
of this Corporation to be divided into one or more semiautonomous groups.
Each group shall operate according to a charter adopted by the Board of
Directors which shall set out the basic responsibilities, functions, and
such other characteristics of that group as the Board of Directors deems
appropriate. The Chief Executive Officer of this Corporation may make such
minor or temporary amendments of group charters as he deems necessary and
appropriate for the efficient operation of a group. Each group may operate
under a group name approved for such purpose by the Chief Executive Officer.
The Chief Executive officer may inter-change manufacturing or other
facilities among the several groups. Not less frequently than annually, the
Chief Executive Officer shall report to the Board of Directors regarding all
changes made in group charters and all inter-changes of facilities among the
groups.

         Section 9.2. Group Personnel. The head of each group shall be a
                      ---------------
group president appointed by the Board of Directors to serve at the pleasure
of the Board of Directors. A group president shall have the same authority
with respect to the affairs of the group as the president of an independent
corporation has with respect to the affairs of that corporation. The
authority of a group president shall be exercised in accordance with the
limits defined by the Board of Directors or delegated by the Chief Executive
officer. A group president may sign contracts and other documents in the
name of the group in the furtherance of the approved and regular course of
business of the group, may cause the manufacturing and other facilities of
the group to be arranged or rearranged into divisions, and may appoint all
personnel for the group provided, however, that the Chief Executive officer
of this Corporation shall approve the divisional arrangement or
re-arrangement of the group and the persons appointed to the executive staff
of the group and as the head of any division within the group.

         If one or more subsidiaries of this Corporation (or subsidiaries of
a corporation owned by this corporation) comprise a part of a group, the
group president of the group shall be the Chairman of the Board or President
of each such subsidiary and shall recommend to the Board of Directors of
each such subsidiary persons to be the officers of that subsidiary.

                                     25

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<PAGE>

         At least annually the Chief Executive Officer shall report to the
Board of Directors regarding the appointment of all group executive staff
personnel, group division heads and the election of all officers of
subsidiaries.



                                     26