BYLAWS
                               OF
                      OSHKOSH B'GOSH, INC.

                      APPROVALS/AMENDMENTS

11/04/85       First Approval of Amended and Restated Bylaws

02/03/86       Final Approval of Amended and Restated Bylaws

05/08/87       New Section 49 Adopted - (Indemnification)

02/01/88       Amended Section 11 - (Increase in Number of
               Directors)

02/01/90       Repealed old Sections 23-24 and created new
               Sections 23.01 - 23.16

08/03/90       Amended Section 41 (formerly Section 30)

05/03/91       Amended Section 15 to create Sections 15.01 -
               15.06

07/01/91       Amended Sections 23.01, 23.05, 23.07 and 23.09

05/01/92       Amended Sections 23.05, 23.07, 23.08 and 23.10

02/20/95       Amended Section 15.03

11/04/97       Amended Section 43 (effective 01/01/98)


                             BYLAWS
                               OF
                      OSHKOSH B'GOSH, INC.


                STATED TO INCLUDE ALL AMENDMENTS
                ADOPTED THROUGH NOVEMBER 4, 1997




                        TABLE OF CONTENTS

                                                     Page

OFFICES                                                 1

SEAL                                                    1

STOCKHOLDERS' MEETING                                   1
     Place of Meeting                                   1
     Annual Meeting                                     1
     Notice of Annual Meeting                           1
     Quorum                                             2
     Voting of Shares                                   2
     Special Meetings                                   2
     Notice of Special Meetings                         3

DIRECTORS                                               3
     General Powers                                     3
     Number                                             3
     Office                                             3
     Vacancies                                          3
     Removal                                            4

COMMITTEES                                              4
     Executive Committee                                4
     Audit Committee                                    4
     Nominating Committee                               5
     Retirement Plan Committee                          6
     Compensation Committee                             6
     Other Committees                                   6

COMPENSATION OF DIRECTORS                               7

MEETINGS OF DIRECTORS                                   7
     Annual Meeting                                     7
     Regular Meeting                                    7
     Special Meetings                                   7
     Quorum                                             7
     Action By Written Consent of Directors             8
     Participation By Conference Telephone              8

OFFICERS                                                8
     Number                                             8
     Election and Term of Office                        8
     Removal                                            9
     Vacancies                                          9
     Chairman of the Board                              9
     Vice-Chairman of the Board                         9
     President                                          9
     Executive Vice President                          10
     The Vice Presidents                               10
     Shared Functions                                  10
     The Secretary                                     10
     The Treasurer                                     11
     Assistant Secretaries and Assistant Treasurers    11
     Other Assistants and Acting Officers              11
     Additional Officers                               11
     Salaries                                          11

CERTIFICATES OF STOCK AND THEIR TRANSFER               12
     Certificates                                      12
     Facsimile Signatures                              12
     Transfers of Stock                                12

CLOSING OF TRANSFER BOOKS                              13
     In General                                        13
     List of Stockholders Available for Inspection     13

REGISTERED STOCKHOLDERS                                13

LOST CERTIFICATES                                      14

CHECKS                                                 14

FISCAL YEAR                                            14

DIVIDENDS                                              14

DIRECTORS' ANNUAL STATEMENT                            15

NOTICES                                                15
     Notice                                            15
     Waiver of Notice                                  15

AMENDMENTS                                             15

INDEMNIFICATION OF OFFICERS AND DIRECTORS              16
     Mandatory Indemnification                         16
     Right to Indemnification: How Determined          19
     Termination of an Action is Nonconclusive         21
     Advance Payment                                   21
     Partial Indemnification: Interest                 22
     Nonexclusivity of Section 49                      23
     Insurance                                         23
     Witness Expenses                                  24
     Contribution                                      24
     Severability                                      25
     Amendment                                         25


                             BYLAWS
                               OF
                      OSHKOSH B'GOSH, INC.

                             OFFICES

     1.   The registered 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 Corporation Trust
Company.

          The corporation may also have an office in the City of
Oshkosh, State of Wisconsin, and also offices at such other
places as the Board of Directors may from time to time appoint or
the business of the corporation may require.

                                 SEAL

     2.   The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware."  Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                     STOCKHOLDERS' MEETINGS

     3.   Place of Meeting.  All meetings of the stockholders for
the election of directors shall be held at such place either
within or without the State of Delaware as shall be designated
from time to time by the board of directors and stated in the
notice of the meeting.  Meetings of shareholders for any other
purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the
meeting or in duly executed waiver of notice thereof.

     4.   Annual Meeting.  Annual meetings of stockholders shall
be held on the first Friday of May if not a legal holiday and if
a legal holiday, then on the next business day following, at 2:00
p.m., local time, or at such other date and time as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting, at which the stockholders shall
elect a Board of Directors, and transact such other business as
may properly be brought before the meeting.

     5.   Notice of Annual Meeting.  Written notice stating the
date, place and hour of the annual meeting shall be mailed to
each stockholder entitled to vote thereat at such address as
appears on the records of the corporation, at least fifteen days
prior to the meeting.

     6.   Quorum.  The holders of a majority of the shares of
stock issued and outstanding and entitled to vote at the meeting
of stockholders on a particular matter, present in person or
represented by proxy, shall constitute a quorum for the decision
with respect to such matter except as otherwise provided by
statute or by the certificate of incorporation.  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 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.
If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     7.   Voting of Shares.  At every meeting of the
stockholders, each stockholder having the right to vote on a
particular matter shall be entitled to vote on a particular
matter shall be entitled to vote on such matter in person, or by
proxy, appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to
said meeting, unless such proxy provides for a longer period.
Each stockholder shall have one vote on a particular matter for
each share of stock having voting power with respect to such
matter, registered in his or her name on the books of the
corporation, except that no share of stock shall be voted at any
election for directors which has been transferred on the books of
the corporation within twenty days next preceding such election.
The vote for directors, and, upon the demand of any stockholder,
the vote upon any question before the meeting, shall be by
ballot.  When a quorum of stockholders entitled to vote on a
particular matter brought before any meeting is present at such
meeting, the vote of the holders of a majority of the shares of
stock having voting power with respect to such matter, present in
person or represented by proxy, shall decide such matter, unless
the matter is one upon which by express provision of the statutes
or of the certificate of incorporation, a different vote is
required in which case such express provision shall govern and
control the decision of such matter.

     8.   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 president and shall be called by the president
or secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning
a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote.  Such
request shall state the purpose or purposes of the proposed
meeting.

     9.   Notice of Special Meetings.  Written notice stating the
time and place of a special meeting of stockholders, and the
purpose of purposes for which the meeting is called shall be
mailed, postage prepaid, at least ten (10) but not more than
sixty (60) days before the date of such meeting, to each
stockholder entitled to vote thereat at such address as appears
on the records of the corporation.  Business transacted at any
special meeting of stockholders shall be confined to the purposes
stated in the notice.

                            DIRECTORS

     10.  General Powers.  The business of the corporation shall
be managed by or under the direction of 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 bylaws directed or
required to be exercised or done by the stockholders or by
others.

     11.  Number.  The number of directors which shall constitute
the whole board shall be nine (9).  The directors shall be
elected at the annual meeting of the stockholders, except as
provided in Section 13 of these Bylaws, and each director elected
shall hold office until his or her successor is elected and
qualified.  The number of directors may be increased or decreased
from time to time by amendment to this Section, adopted by the
stockholders or Board of Directors, but no decrease shall have
the effect of shortening the term of any incumbent director.

     12.  Office.  The directors may hold their meetings and have
one or more offices outside of Delaware, at the office of the
corporation in the City of Oshkosh, Wisconsin, or at such other
places as they may from time to time determine.

     13.  Vacancies.  Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced.  If there are not directors in
office, then an election of directors may be held in the manner
provided by statute.  If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.

     14.  Removal.  Unless otherwise restricted by the
certificate of incorporation or by law, any director or the
entire Board of Directors may be removed, with or without cause,
by the holders of a majority of shares entitled to vote at an
election of directors.  The provisions of this Section 14 shall
apply, in respect to the removal without cause of a director or
directors elected by the holders of any class of stock voting as
a separate class, to the vote of the holders of the outstanding
shares of that class and not to the vote of the outstanding
shares as a whole.

                           COMMITTEES

     15.01     Executive Committee.  The Board of Directors, by
resolution passed by a majority of the whole board, shall elect
the Executive Committee, composed of five (5) or more members,
all of whom shall be directors of the corporation.  The board may
designate one or more directors as alternate members, who may
replace any absent or disqualified member at any meeting of the
committee.  In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any
such absent or disqualified member.  The Executive Committee
shall have and may exercise all powers and authority of the Board
of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation, if
any, to be affixed to all papers which may require it, except
that the Executive Committee shall not have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the shareholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the by-
laws of the corporation; and, unless a resolution of the Board of
Directors adopted within the preceding 12 months shall expressly
so provide, the Executive Committee shall not have the power or
authority to declare a dividend or to authorize the issuance of
stock.

     15.02     Audit Committee.  The Board of Directors, by
resolution passed by a majority of the whole board, shall elect
the Audit Committee, composed of three (3) members, all of whom
shall be directors, and at least two (2) of whom shall be persons
who are not officers or employees of the corporation and who are
free of any relationship that, in the opinion of the Board of
Directors, would interfere with the exercise of their independent
judgment as members of the Audit Committee.  A majority of the
members of the Audit Committee shall constitute a quorum for the
transaction of all business of the committee.  The Audit
Committee shall provide assistance to the directors in fulfilling
their responsibilities relating to corporate accounting,
reporting practices of the corporation, and the quality and
integrity of the financial reports of the corporation.  In
assisting the directors in carrying out these responsibilities,
the Audit Committee shall have the following powers, duties and
functions:

          (a)  To review the corporation's accounting functions,
     operations and management;

          (b)  To consider and review the adequacy and
effectiveness of the corporation's internal auditing methods
     and procedures;

          (c)  To consider and recommend to the board of
directors for appointment independent auditors for the
corporation;

          (d)  To meet and consult with the independent auditors
and with the corporation's financial and accounting    personnel
and internal auditors;

          (e)  To review and approve the scope of the annual
independent audit and the budget for independent audit fees;

          (f)  To review with the independent auditors their
report of the audit; and

          (g)  To report, from time to time, to the board of
directors on the activities and findings of the Audit  Committee
and to make recommendations to the board based on      such
findings.

     15.03     Nominating Committee.  The Board of Directors, by
resolution passed by a majority of the whole board, shall elect
the Nominating Committee, composed of at least five (5) members,
all of whom shall be directors and at least two (2) of whom shall
be persons who are not officers or employees of the corporation.
A majority of the members of the Nominating Committee shall
constitute a quorum for the transaction of all business of the
committee.  The Nominating Committee shall have the following
powers, duties and functions:

          (a)  To seek out and consider individuals to serve as
directors of the corporation;

          (b)  To make recommendations to the Board of Directors
regarding the total size and frequency of meetings of the   Board
of Directors;

          (c)  To recommend to the Board of Directors candidates
for election to the board and to fill any vacancies that    occur
between annual meetings; and

          (d)  To make recommendations to the Board of Directors
regarding compensation of board members for serving on the  board
and for board and committee meetings attended.

     15.04     Retirement Plan Committee.  The Board of
Directors, by resolution passed by a majority of the whole board,
shall elect the Retirement Plan Committee, composed of at least
three (3) members, all of whom shall be directors of the
corporation.  A majority of the members of the Retirement Plan
Committee shall constitute a quorum for the transaction of all
business of the committee.  The Retirement Plan Committee shall
have general oversight responsibilities with respect to (a) the
administration of all employee welfare benefit plans and all
employee pension and profit sharing retirement benefit plans of
this corporation (the "Welfare and Pension Plans"), and (b) the
investment management of all funded Welfare and Pension Plans.

     15.05     Compensation Committee.  The Board of Directors,
by resolution passed by a majority of the whole board, shall
elect the Compensation Committee, composed of at least three (3)
members, all of whom shall be directors and at least a majority
of whom shall be persons who are not employees of the
corporation.  A majority of the members of the Compensation
Committee shall constitute a quorum for the transaction of all
business of the committee.  The Compensation Committee shall make
recommendations to the Board of Directors concerning the
compensation of officers and corporate department directors.

     15.06     Other Committees.  The Board of Directors, by
resolution passed by a majority of the whole board, may designate
other committees, each committee to consist of three (3) or more
directors of the corporation and to have such duties and powers
as the resolutions may specify.

                    COMPENSATION OF DIRECTORS

     16.  Unless otherwise restricted by the certificate of
incorporation or these bylaws, the Board of Directors shall have
the authority to fix the compensation of directors.  The
directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a
stated salary as director.  No such payment shall 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.

                      MEETINGS OF DIRECTORS

     17.  Annual Meeting.  The first meeting of each newly
elected Board of Directors shall be held at such time and place
as shall be fixed by the vote of the stockholders at the annual
meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event of the
failure of the stockholders to fix the time or place of such
first meeting of the newly elected Board of Directors, or in the
event such meeting is not held at the time and place so fixed by
the stockholders, the meeting may be held at such time and place
as shall be specified in a notice given as hereinafter provided
for special meeting of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

     18.  Regular Meetings.  Regular meetings of the Board of
Directors may be held within or without the State of Delaware,
without notice, at such time and place as shall from time to time
be determined by the board.

     19.  Special Meetings.  Special meetings of the board may be
held within or without the State of Delaware and may be called by
the president on forty-eight (48) hours notice to each director,
either personally or by mail or by telegram; special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of two directors.

     20.  Quorum.  At all meetings of the board, a majority of
the number of the directors elected in accordance with these
bylaws shall be necessary and sufficient to constitute a quorum
for the transaction of business at such meeting, and the act of a
majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the
certificate or incorporation or by these bylaws.  If a quorum
shall not be present at any meeting of the Board, the directors
present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present.

     21.  Action By Written Consent of Directors.  Unless
otherwise restricted by the certificate of incorporation or these
bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the board or
committee, as the case may be, consent thereto in writing, and
the writings are filed with the minutes of proceedings of the
board or committee.

     22.  Participation By Conference Telephone.  Unless
otherwise restricted by the certificate of incorporation or these
bylaws, members of the Board of Directors, or any committee
designated by the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute
presence in person at the meeting.

                            OFFICERS

     23.01     Number.  The principal officers of the corporation
shall be a Chairman of the Board, a Vice-Chairman of the Board, a
President, an Executive Vice President, one or more other Vice
Presidents (the number thereof to be determined by the Board of
Directors), a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors.  The Board of Directors may
designate one or more of the Vice Presidents as Senior Vice
Presidents.  Such other officers and assistant officers and
agents as may be deemed necessary may be elected or appointed by
the Board of Directors.  Any two or more offices may be held by
the same person unless the certificate of incorporation or these
Bylaws otherwise provide.

     23.02     Election and Term of Office.  The officers of the
corporation to be elected by the Board of Directors shall be
elected annually at the first meeting of the Board of Directors
held after each annual meeting of the shareholders.  If the
election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall have
been duly elected or until his prior death, resignation or
removal.

     23.03     Removal.  Any officer or agent may be removed by
the Board of Directors whenever in its judgment the best
interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Election or appointment shall not
of itself create contract rights.

     23.04     Vacancies.  A vacancy is any principal office
because of death, resignation, removal, disqualification or
otherwise, shall be filled by the Board of Directors for the
unexpired portion of that term.

     23.05     Chairman of the Board.  The Chairman of the Board
shall call meetings of the Board of Directors, and he shall, when
present, preside at all meetings of the shareholders and of the
Board of Directors.  Specifically, he shall have the power to
supervise the activities of and to prescribe the powers and
duties of the Vice Chairman of the Board, he shall be responsible
for providing high-level support to the President and the
Executive Vice President as and when requested, and he shall
perform such other duties as may be prescribed by the Board of
Directors from time to time.

     23.06     Vice-Chairman of the Board.  The Vice-Chairman of
the Board shall preside at all meetings of the Board of Directors
when the Chairman of the Board is absent.  In addition he shall
be responsible for providing high-level support for special
projects and activities, he shall represent the corporation in
various civic and trade organizations, and shall perform such
other duties as may from time to time be assigned to him by the
Chairman of the Board and the Board of Directors.

     23.07     President.  The President shall be the chief
executive officer of the corporation and subject to the control
and direction of the Board of Directors, shall have general
direction and control over the policies and affairs of the
corporation.  Specifically, he shall have the power to supervise
the activities of and to prescribe the powers and duties of the
Executive Vice President (except as the Executive Vice
President's powers and duties are hereinafter specifically
defined), the Vice President of Finance, the Vice President of
International Sales and Marketing, the Director of Licensed
Products, the Director of Retail Operations, the Director of
Corporate Marketing and Planning, the President of Essex
Outfitters, Inc. and Vice President and General Manager of
Absorba, Inc.  He shall report to the Board and keep the Board
informed concerning the affairs and conditions of the
corporation's business.  He shall, in the absence or incapacity
of the Chairman of the Board, perform the functions of the
Chairman of the Board except those functions assigned to the Vice
Chairman of the Board by these Bylaws.

     23.08     Executive Vice President.  The Executive Vice
President shall be the chief operating officer of the
corporation.  He shall report directly to the President.
Specifically, he shall have the power to supervise the activities
and to prescribe the powers and duties of the Vice President of
Manufacturing, the Vice President of Sales, the Vice President of
Human Resources, the Vice President of Management Information
Systems and the Directors of Distribution and Finishing Services,
Manufacturing Support, Quality, and Merchandising.  He shall be
primarily responsible for achieving the short-term and
operational objectives of the corporation.  He shall also perform
such other duties as from time to time may be assigned to him by
the President or the Board of Directors.  He shall, in the
absence or incapacity of the President, perform all duties and
functions and exercise all powers of the President.

     23.09     The Vice Presidents.  Each Vice President shall
perform such duties as from time to time may be assigned to him
by that officer who has supervisory power over him.  Vice
Presidents may by their election have charge and supervision of
designated divisions, departments or portions of the
corporation's business.

     23.10     Shared Functions.  Except in cases where the
signing and execution thereof is expressly delegated by the Board
of Directors or these Bylaws to some other officer or agent of
the corporation, or is required by law to be otherwise signed or
executed, the President and the Executive Vice President shall
each have authority to sign, execute and acknowledge, on behalf
of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents
or instruments necessary or proper to be executed in the course
of the corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, each of
them acting alone may authorize any Vice President or other
officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his place and stead.

     23.11     The Secretary.  The Secretary shall:  (a) keep the
minutes of the shareholders' and of the Board of Directors'
meetings in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that
the seal of the corporation is affixed to all documents, the
execution of which on behalf of the corporation under its seal is
duly authorized; (d) sign with another appropriate officer,
certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of
Directors; and (e) in general perform all duties incidental to
the office of the Secretary and such other duties as from time to
time may be assigned to him by the Chairman of the Board, the
President or the Board of Directors.

     23.12     The Treasurer.  The Treasurer shall: (a) have
charge and custody of and be responsible for funds and securities
of the corporation; (b) receive and give receipts for moneys in
the name of the corporation in such banks, trust companies or
other depositories as shall have been duly selected; and (c) in
general perform all of the duties incidental to the office of
Treasurer.  The Treasurer shall also perform such other duties
and exercise such other authority as from time to time may be
assigned to him by the Chairman of the Board or the President or
by the Board of Directors.  If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.

     23.13     Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries, when authorized by the Board of
Directors, may sign with another appropriate officer,
certificates for shares of the corporation the issuance of which
shall have been authorized by resolution of the Board of
Directors.  The Assistant Treasurer shall, respectively, if
required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers, in general, shall perform
such duties as shall be assigned to them by the Secretary or the
Treasurer, respectively, or by the Chairman of the Board, the
President or the Board of Directors.

     23.14     Other Assistants and Acting Officers.  The Board
of Directors shall have the power to appoint any person to act as
assistant to any officer, or to perform the duties of such
officer whenever for any reason it is impracticable for such
officer to act personally, and such assistant or acting officer
so appointed by the Board of Directors shall have the power to
perform all the duties of the office to which he is so appointed
to be assistant, or as to which he is so appointed to act, except
as such power may be otherwise defined or restricted by the Board
of Directors.

     23.15     Additional Officers.  Any additional officers not
specified above shall have only such authority, duties and
responsibilities as shall be specifically authorized and
designated by the Board of Directors.

     23.16     Salaries.  The salaries of the principal officers
shall be fixed from time to time by the Board of Directors or by
a committee of 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.

           [Sections 24-34 are intentionally omitted.]

            CERTIFICATES OF STOCK AND THEIR TRANSFER

     35.  Certificates.  Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the
name of the corporation by, the chairman or vice-chairman of the
Board of Directors, or the president or a vice-president and the
treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, representing the number
of shares owned by him or her in the corporation.  The powers,
designations, preferences and relative, participating, optional
or other special rights of the various classes of stock or series
thereof and the qualifications, limitations or restrictions of
such rights shall be set forth in full or summarized on the face
or back of the certificates which the corporation shall issue to
represent such stock, provided that, except as otherwise provided
by statute, in lieu of the foregoing requirements, there may be
set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of
stock, a statement that the corporation will furnish without
charge to each stockholder who so requests, the power,
designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions on such
preferences and/or rights.

     36.  Facsimile Signatures.  Any of or all the signatures on
the certificate may be facsimile.  In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at
the date of issue.

     37.  Transfers of Stock.  Upon surrender to a corporation or
the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.

     38.  In General.  The Board of Directors shall have power to
close the stock transfer books of the corporation for a period
not exceeding sixty days preceding the date of any meeting of
stockholders, or adjournment thereof, or to express consent to
corporate action in writing without a meeting, or the date of
payment of any dividend 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; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding sixty days
preceding the date of any meeting or adjournment or action by
consent of stockholders or the date for the payment of any
dividend, 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, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such
meeting, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, and in such case 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, or to receive
payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, 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.

     39.  List of Stockholders Available for Inspection.  The
officer who has charge of the stock ledger of the corporation
shall prepare and make, 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, and showing
the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be
open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, 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.  The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by
any stockholder who is present.

                     REGISTERED STOCKHOLDERS

     40.  The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to recognize
any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise
provided by the laws of Delaware.

                        LOST CERTIFICATES

     41.  The corporation, acting by its President or any Senior
Vice President or its Vice President of Finance may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the
corporation, acting by its President or any Senior Vice President
or its Vice President of Finance may, as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as the
corporation shall require and/or to give the corporation a bond
in such sum as the corporation may direct as indemnity against
any claim that may be made against the corporation with respect
to the certificate alleged to have been lost, stolen or
destroyed.

                             CHECKS

     42.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time
to time designate.

                           FISCAL YEAR

     43.  The fiscal year of the corporation shall be a 52-53
week fiscal year ending on the Saturday nearest December 31.

                            DIVIDENDS

     44.  Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law.  Dividends may be paid in cash,
in property, or in shares of the capital stock.

          Before payment of any dividend, there may be set aside
out of funds of the corporation available for dividends such sum
or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the
corporation; and the directors may modify or abolish any such
reserve in the manner in which it was created.

                   DIRECTORS' ANNUAL STATEMENT

     45.  The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.

                             NOTICES

     46.  Notice.  Whenever, under the provisions of the Delaware
Statutes or of the certificate of incorporation or these bylaws,
notice is required to be given to any director, officer 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 the United States mail with postage prepaid thereon,
addressed to such stockholder, officer or director at such
address as appears on the records of the corporation, or in
default of other address, to such director, officer or
stockholder at the General Post Office in the City of Wilmington,
Delaware, and such notice shall be deemed to be given at the time
when the same shall be thus mailed.  Notice to directors may also
be given by telegram.

     47.  Waiver 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 bylaws, 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.

                           AMENDMENTS

     48.  These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the shareholders or by the Board of
Directors, when such power is conferred upon the Board of
Directors by the certificate of incorporation at any regular
meeting of the shareholders or of the Board of Directors or at
any special meeting of the shareholders or of the Board of
Directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting.  If the power to adopt, amend or repeal by-laws
is conferred upon the Board of Directors by the certificate of
incorporation it shall not divest or limit the power of the
shareholders to adopt, amend or repeal by-laws.

          INDEMNIFICATION OF OFFICERS AND DIRECTORS

     49.  A.   Mandatory Indemnification

     (1)  Subject to the conditions and limitations set forth
hereinafter in this Section 49 and the corporation's certificate
of incorporation, the corporation shall, to the fullest extent
permitted by the Delaware General Corporation Law as it may then
be in effect, indemnify and hold harmless any person who is or
was a party, or is threatened to be made a party, to any
threatened, pending or completed action, claim, litigation, suit
or proceeding, whether civil, criminal, administrative or
investigative, whether predicated on foreign, federal, state or
local law and whether formal or informal (collectively,
"action(s)"),by reason of his status as, or the fact that he is,
was or has agreed to become, a director and/or an executive
officer (collectively, "executive(s)") of the corporation, and/or
is or was serving or has agreed to serve as an executive of
another corporation, partnership, joint venture, employee benefit
plan, trust or other similar enterprise affiliated with the
corporation, except with respect to any executive who is serving
or has agreed to serve as an executive of any subsidiary of the
corporation which is excluded from this Section 49 from time to
time or at any time by the board of directors of the corporation
(any and/or all of which are referred to in this Section 49 as an
"affiliate"), and as to acts performed in the course of such
executive's duty to the corporation and/or to an affiliate,
against:

          (i)  expenses, fees, costs and charges including,
without limitation, attorneys' fees and disbursements
(collectively, "expenses") reasonably incurred by or on
behalf of an executive in connection with any action
(including, without limitation, in connection with the
investigation, defense, settlement or appeal of such action:),
no matter by whom brought, including, without limitation,
actions brought under and/or predicated upon the Securities Act
of 1933, as amended, and/or their respective state
counterparts and/or any rule or regulation promulgated
thereunder (collectively, "securities law action(s)"); provided,
that it is not determined pursuant to Paragraph B of this
Section 49, or by the court before which such action was
brought, that:

               (A)  the executive engaged in criminal,
fraudulent or intentional misconduct in the performance of
his duty to the corporation,

               (B)  with respect to criminal actions, the
executive had reasonable cause to believe his conduct was
unlawful, and

               (C)  with respect to securities law action,
the executive did not act in good faith and in a
manner he reasonable believed to be in or not opposed
to the best interests of the corporation and
its stockholders;

          (ii) subject to the restrictions set forth in
Subparagraph (3) hereof, amounts incurred by an executive in
settlement of any action, no matter by  whom brought, including,
without limitation, securities law actions; provided, that it
is not determined pursuant to Paragraph B of this Section 49,
or by the court before which such action was brought, that:

               (A)  such settlement was not in the best
interests of the corporation and its stockholders,

               (B)  the amount incurred by the executive in
such settlement was unreasonable (to a material extent) in
light of all of the circumstances of such action, or
intentional misconduct in the performance of his duty to
the corporation, and

               (C)  the executive engaged in criminal,
fraudulent or intentional misconduct in the
performance of his duty to the corporation, and

               (D)  with respect to securities law action,
the executive did not act in good faith and in a
manner he reasonably believed to be in or not opposed to
the best interests of the corporation and its stockholders; and

          (iii)     subject to the restrictions set forth in
Subparagraph (3) hereof, judgments, fines, penalties or other
amounts incurred by an executive pursuant to an adjudication of
liability in connection with any action, including, without
limitation, securities law action; provided, that it is not
determined pursuant to Paragraph B of this Section 49, or by
the court before which such action was brought, that:

               (A)  the executive engaged in criminal, a
fraudulent or intentional misconduct in the performance
of his duty to the corporation,

               (B)  with respect to securities law actions,
the executive did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and its stockholders, and

               (c)  with respect to criminal actions, the
executive had reasonable cause to believe his conduct was
unlawful and that he otherwise did not act in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and its stockholders.

     (2)  To the extent an executive of the corporation and/or of
an affiliate has been successful on the merits or otherwise in
connection with any action, no matter by whom brought (including,
without limitation, the settlement, dismissal, abandonment or
withdrawal of any such action where the executive does not pay,
incur or assume any material liability) or in connection with any
claim, issue or matter therein, he shall be indemnified by the
corporation against expenses reasonably incurred by or on behalf
of him in connection therewith. The corporation shall pay such
amounts (net of all amounts, if any, previously advanced to the
executive pursuant to Paragraph D) to the executive (or to such
other person or entity as such executive may designate in writing
to the corporation) upon the executive's written request therefor
without regard to the provisions of Paragraph B.

     (3)  Notwithstanding the provisions of Subparagraph (1)
hereof, no indemnification shall be made to an executive by the
corporation for monetary damages incurred by the executive
pursuant to an action brought by or in the right of the
corporation to procure a judgment in its favor (sometimes
hereinafter referred to as "derivative actions(s)") or an action
brought by a stockholder of the corporation if it is determined
pursuant to Paragraph B of this Section 49, or by the court
before which such action was brought, that:

          (i)  The executive breached his duty of loyalty to
the corporation or its stockholders;

          (ii) The executive committed acts or omissions in
bad faith or which involve intentional misconduct or a
knowing violation of the law;

          (iii)The executive engaged in any willful or
negligent conduct in paying dividends or repurchasing  stock of
the corporation out of other than lawfully available funds; or

          (iv) The executive derived any improper personal
benefit from any transaction, unless such improper personal
benefit is determined to be immaterial in light of all the
circumstances of such action.

     (4)  In the event an executive is or was serving as an
executive, trustee, fiduciary, administrator, employee or agent
of an employee benefit plan sponsored by or otherwise associated
with the corporation and incurs expenses, amounts in settlement
or judgments, fines, penalties or other amounts, including,
without limitation, any excise tax or penalty assessed with
respect to the employee benefit plan by reason of such action
having been brought, or having been threatened, against such
executive because of his status as such an executive, trustee,
fiduciary, administrator, employee or agent of such plan or by
reason of his performing duties in any such capacity, the
corporation shall indemnify and hold harmless the executive
against any and all of such reasonable amounts; provided, it is
not determined pursuant to Paragraph B of this Section 49, or by
the court before which such action was brought, that the
executive's conduct with respect to such employee benefit plan
was for a purpose he did not reasonably believe to be in the
interests of the participants in and beneficiaries of such plan.

     B.   Right to Indemnification:  How Determined.

     (1)  Except as otherwise set forth in this Paragraph B, any
indemnification to be provided to an executive by the corporation
under Paragraph A of this Section 49 upon the final disposition
or conclusion of an action (or a claim, issue or matter
associated with such an action), unless otherwise ordered by the
court before which such action was brought, shall be paid by the
corporation (net of all amounts, if any, previously advanced to
the executive pursuant to Paragraph D) to the executive (or to
such other person or entity as the executive may designate in
writing to the corporation) within sixty (60) days after the
receipt of the executive's written request therefor, which
request shall include a comprehensive accounting of amounts for
which indemnification is being sought and shall reference the
provision(s) of this Section 49 pursuant to which such claim is
being made.

          Notwithstanding the foregoing, the payment of such
requested amounts may be denied by the corporation in the event:

          (i)  the Board of Directors of the corporation by
a majority vote thereof determines that such payment, in whole
or in part, would not be in the best interests of the
corporation and its stockholders and would contravene the terms
and conditions of this Section 49,or

          (ii) a majority of the directors of the corporation
are a party in interest to such an action.

     In either of such events, the Board of Directors of the
corporation shall immediately authorize and direct, by
resolution, that an independent determination be made as to
whether the executive has met the applicable standard(s) of
conduct under Paragraph A of this Section 49 and, therefore,
whether indemnification of the executive is proper pursuant to
this Section 49.  Such independent determination shall be made by
a panel of three arbitrators in Oshkosh, Wisconsin, in accordance
with the rules then prevailing of the American Arbitration
Association, or, at the option of the executive, by an
independent legal counsel mutually selected by the Board of
Directors of the corporation and the executive (such panel of
arbitrators and/or independent legal counsel being hereinafter
referred to as "authority").

     In any such determination there shall exist a rebuttable
presumption that the executive has met such standard(s) of
conduct and is therefore entitled to indemnification hereunder.
The burden of rebutting such presumption by clear and convincing
evidence shall be on the corporation.

     If a panel of arbitrators is to be employed hereunder, one
of such arbitrators shall be selected by the Board of Directors
of the corporation by a majority vote of a quorum thereof
consisting of directors who were not parties in interest to such
action (or, if such a quorum is not obtainable, by an independent
legal counsel chosen by the Board of Directors of the
corporation), the second by the executive(s) who claim
entitlement to indemnification under this Section 49 and the
third by the previous two arbitrators.

     The authority shall make its determination within sixty (60)
days of being selected and shall simultaneously submit a written
opinion of its conclusions to both the corporation and the
executive and, in the event the authority determines that the
executive is entitled to be indemnified for any amounts pursuant
to this Section 49, the corporation shall pay such amounts (net
of all amounts, if any, previously advanced to the executive
pursuant to Paragraph D), including interest thereon as provided
in Paragraph E, to the executive (or to such other person or
entity as the executive may designate in writing to the
corporation), within ten (10) days of receipt of such opinion.

     (2)  An executive may, either before or within two years
after a determination, if any, has been made by the authority
petition any court of competent jurisdiction to determine whether
the executive is entitled to indemnification under this Section
49 and such court shall thereupon have the exclusive authority to
make such determination unless and until such court dismisses or
otherwise terminates such proceeding without having made such
determination.

     The court shall make an independent determination of whether
the executive is entitled to indemnification as provided under
this Section 49, irrespective of any prior determination made by
the authority; provided, however, that there shall exist a
rebuttable presumption that the executive has met the applicable
standard(s) of conduct and is therefore entitled to
indemnification hereunder.  The burden of rebutting such
presumption by clear and convincing evidence shall be on the
corporation.

     In the event the court determines that the executive is
entitled to be indemnified for any amounts pursuant to the terms
and conditions of this Section 49, unless otherwise ordered by
such court, the corporation shall pay such amounts (net of all
amounts, if any, previously advanced to the executive pursuant to
Paragraph D), including interest thereon as provided in Paragraph
E, to the executive (or to such other person or entity as the
executive may designate in writing to the corporation) within ten
(10) days of the rendering of such determination.

     The executive shall pay all expenses incurred by such
executive in connection with the judicial determination provided
in this Subparagraph (2), unless it shall ultimately be
determined by the court that he is entitled to be indemnified, in
whole or in part, by the corporation as authorized in this
Section 49.  All expenses incurred by the executive in connection
with any subsequent appeal of the judicial determination provided
for in this Subparagraph (2) shall be paid by the executive
regardless of the disposition of such appeal.

     (3)  Except as otherwise set forth in this Paragraph B, the
expenses associated with the indemnification process set forth in
this Paragraph B, including, without limitation, the expenses of
the authority selected hereunder, shall be paid by the
corporation.

     C.   Termination of an Action is Nonconclusive.  The
termination of any action, no matter by whom brought, including,
without limitation, securities law actions, by judgment, order,
settlement, conviction, or upon a plea of no contest or its
equivalent, shall not, of itself, create a presumption that the
executive has not met the applicable standard(s) of conduct set
forth in Paragraph A.

     D.   Advance Payment.

     (1)  Expenses reasonably incurred by or on behalf of an
executive in connection with any action (or claim, issue or
matter associated with such action), no matter by whom brought,
including, without limitation, securities law actions, shall be
paid by the corporation to the executive (or to such other person
or entity as the executive may designate in writing to the
corporation) in advance of the final disposition or conclusion of
such action (or claim, issue or matter associated with such
action) upon the receipt of the executive's written request
therefor; provided, the following conditions are satisfied:

          (i)  the executive has first requested in advance
of such expenses in writing (and delivered a copy of such
request to the corporation) from the insurance carrier(s) to
whom a claim has been reported under an insurance policy
purchased by the corporation, if any, as provided under
Paragraph G of this Section 49 and each such insurance
carrier has declined to make such an advance;

          (ii) the executive furnishes to the corporation an
executed written certificate affirming his good faith belief
that he has met the applicable standard(s) of conduct set
forth in Paragraph A of this Section 49;

          (iii)the executive furnished to the corporation an
executed written agreement to repay any advances made under this
Paragraph D if it is ultimately determined that such executive
is not entitled to be indemnified by the corporation for such
amounts pursuant to this Section 49.

     (2)  In the event the corporation makes an advance of
expenses to an executive pursuant to this Paragraph D, the
corporation shall be subrogated to every right of recovery the
executive may have against any insurance carrier from whom the
corporation has purchased insurance for such purpose.

     E.   Partial Indemnification:  Interest.

     (1)  In the event it is determined by the authority pursuant
to Paragraph B of this Section 49, or by the court before which
such action was brought, that an executive is entitled to
indemnification as to some claims, issues or matters, but not as
to other claims, issues or matters, involved in any action, no
matter by whom brought, including, without limitation, securities
law actions, the authority (or the court) shall authorize the
reasonable proration (and payment by the corporation) of such
expenses, judgments, penalties, fines and/or amounts incurred in
settlement with respect to which indemnification is sought by the
executive, among such claims, issues or matters as the authority
(or the court) shall deem appropriate in light of all of the
circumstances of such action.

     (2)  In the event it is determined by the authority, or by
the court before which such action was brought pursuant to
Paragraph B of this Section 49, that certain amounts incurred by
or on behalf on an executive are for whatever reason unreasonable
in amount, the authority (or the court) shall authorize
indemnification to be paid by the corporation to the executive
for only such amounts as the authority (or the court) shall deem
reasonable in light of all of the circumstances of such action.

     (3)  To the extent deemed appropriate by the authority
pursuant to Paragraph B, or by the court before which such action
was brought, interest shall be paid by the corporation to an
executive, at a reasonable interest rate, for amounts for which
the corporation indemnifies the executive.

     F.   Nonexclusivity of Section 49.  The right to
indemnification provided to an executive by this Section 49 shall
not be deemed exclusive of any other rights to indemnification or
the advancement of expenses to which any executive may be
entitled under any charter provision, by-law, agreement,
resolution, vote of stockholders or disinterested directors of
the corporation or otherwise, including, without limitation,
under Delaware General Corporation Law Section 145 as it may then
be in effect, both as to acts in his official capacity as such
executive or other employee or agent of the corporation or of an
affiliate or as to acts in any other capacity while holding such
office or position, and the terms and provisions of this Section
49 shall continue as to any executive who has ceased to be an
executive or other employee or agent of the corporation and/or of
an affiliate, and such terms and provisions shall inure to the
benefit of the heirs executors and administrators of such
executive.

     G.   Insurance.

     (1)  The corporation may purchase and maintain insurance on
behalf of an executive, against any liability asserted against
him and/or incurred by or on behalf of him, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability under the
provisions of this Section 49 or under Delaware General
Corporation Law Section 145 as it may then be in effect.  The
purchase and maintenance of such insurance shall not in any way
limit or affect the rights and obligations of the corporation or
any executive under this Section 49.  Such insurance may, but
need not, be for the benefit of all executives of the corporation
and those serving as an executive of an affiliate.

     (2)  In the event an executive shall receive payment from
any insurance carrier or from the plaintiff in any action against
such executive in respect of indemnified amounts after payments
on account of all or part of such indemnified amounts have been
made by the corporation pursuant to this Section 49, such
executive shall promptly reimburse the corporation for the
amount, if any, by which the sum of such payment by such
insurance carrier or such plaintiff and payments by the
corporation to such executive exceeds such indemnified amounts;
provided, however, that such portions, if any, of such insurance
proceeds that are required to be reimbursed to the insurance
carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be
payments to such executive hereunder.

     In addition, upon payment of indemnified amounts under this
Section 49, the corporation shall be subrogated to such
executive's rights against any insurance carrier in respect of
such indemnified amounts and the executive shall execute and
deliver any and all instruments and/or documents and perform any
and all other acts or deeds which the corporation shall deem
necessary or advisable to secure such rights.  The executive
shall do nothing to prejudice such rights of recovery or
subrogation.

     H.   Witness Expenses.  Upon an executive's written request,
the corporation shall pay (in advance or otherwise) or reimburse
any and all expenses reasonable incurred by an executive in
connection with his appearance as a witness in any action at a
time when he has not been formally named a defendant or
respondent to such an action.

     I.   Contribution.

     (1)  In the event the indemnity provided for in Paragraph A
of this Section 49 is unavailable to an executive for any reason
whatsoever, the corporation, in lieu of indemnifying the
executive, shall contribute to the amount reasonably incurred by
or on behalf of the executive, whether for judgments, fines,
penalties, amounts incurred in settlement and/or for expenses, in
connection with any action, no matter by whom brought, including
without limitation, securities law actions, in such proportion as
deemed fair and reasonable by the authority pursuant to Paragraph
B hereof, or by the court before which such action was brought,
taking into account all of the circumstances of such action, in
order to reflect:

          (i)  the relative benefits received by the
corporation and the executive as a result of the event(s) and/or
transaction(s) giving cause to such action, and/or

          (ii) the relative fault of the corporation (and its
other executives, employees and/or agents) and the executive
in connection with such event(s) and/or transaction(s).

     (2)  An executive shall not be entitled to contribution from
the corporation under this Paragraph I in the event it is
determined by the authority pursuant to Paragraph B, or by the
court before which such action was brought, that the executive
engaged in criminal, fraudulent or intentional misconduct in the
performance of his duty to the corporation or otherwise violated
the provisions of Paragraph A(3) of this Section 49.

     (3)  The corporation's payment of, and an executive's right
to, contribution under this Paragraph I shall be made and
determined in accordance with the provisions in Paragraph B of
this Section 49 relating to the corporation's payment of, and the
executive's right to, indemnification under this Section 49.

     J.   Severability.  If any provision of this Section 49
shall be deemed invalid or inoperative, or in the event a court
of competent jurisdiction determines that any of the provisions
of this Section 49 contravene public policy, this Section 49
shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such
provisions which are invalid or inoperative or which contravene
public policy shall be deemed, without further action or deed by
or on behalf of the corporation, be modified, amended and/or
limited, but only to the extent necessary to render the same
valid and enforceable, and the corporation shall indemnify an
executive as to reasonable expenses, judgments, fines and amounts
incurred in settlement with respect to any action, no matter by
whom brought, including securities law actions, to the full
extent permitted by an applicable provision of this Section 49
that shall not have been invalidated and to the full extent
otherwise permitted by the Delaware General Corporation Law as it
may then be in effect.

     K.   Amendment.     This Section 49 may only be altered or
repealed by the affirmative vote of not less than two-thirds of
the stockholders of the corporation so entitled to vote;
provided, however, that stockholder approval shall not be
required if any such alteration or amendment;

     (1)  is made in order to conform to any amendment or
revision of the Delaware General Corporation Law which expands an
executive's rights to indemnification thereunder or is otherwise
beneficial to the executive, or

     (2)  in the sole judgment and discretion of the board of
directors, does not materially adversely affect the rights and
protections of the stockholders of the corporation.