EXHIBIT 3.2

                             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     02/01/90       Repealed old Sections 23-34 and created new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)

     5/5/00    Amended Section 15.02 in its entirety to reflect
               NASDAQ rules relating to audit committee
               requirements





                             BYLAWS
                               OF
                      OSHKOSH B'GOSH, INC.




                STATED TO INCLUDE ALL AMENDMENTS

                   ADOPTED THROUGH MAY 5, 2000



                        TABLE OF CONTENTS

                                                            Page

OFFICES                                                        1
     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      1
SEAL                                                           1
     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                              1
STOCKHOLDERS' MEETINGS                                         1
     3.   Place of Meeting                                     1
     4.   Annual Meeting                                       1
     5.   Notice of Annual Meeting                             1
     6.   Quorum                                               2
     7.   Voting of Shares                                     2
     8.   Special Meetings                                     2
     9.   Notice of Special Meetings                           2
DIRECTORS                                                      3
     10.  General Powers                                       3
     11.  Number                                               3
     12.  Office                                               3
     13.  Vacancies                                            3
     14.  Removal                                              3
COMMITTEES                                                     3
COMPENSATION OF DIRECTORS                                      5
     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                            5
MEETINGS OF DIRECTORS                                          5
     17.  Annual Meeting                                       5
     18.  Regular Meetings                                     6
     19.  Special Meetings                                     6
     20.  Quorum                                               6
     21.  Action By Written Consent of Directors               6
     22.  Participation By Conference Telephone                6
OFFICERS                                                       6
CERTIFICATES OF STOCK AND THEIR TRANSFER                       9
     35.  Certificates                                         9
     36.  Facsimile Signatures                                10
     37.  Transfers of Stock                                  10
CLOSING OF TRANSFER BOOKS                                     10
     38.  In General                                          10
     39.  List of Stockholders Available for Inspection       10
REGISTERED STOCKHOLDERS                                       11
     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          11
LOST CERTIFICATES                                             11
     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            11
CHECKS                                                        11
     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  11
FISCAL YEAR                                                   11
     43.  The fiscal year of the corporation shall be a 52-
          53 week fiscal year ending on the Saturday nearest
          December 31                                         11
DIVIDENDS                                                     11
     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                 11
DIRECTORS' ANNUAL STATEMENT                                   12
     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           12
NOTICES                                                       12
     46.  Notice                                              12
     47.  Waiver of Notice                                    12
AMENDMENTS                                                    12
     48.  These by-laws may be altered, amended or repealed
          or new by-laws 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                             12
INDEMNIFICATION OF OFFICERS AND DIRECTORS                     12
     49.  A. Mandatory Indemnification                        12


                             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 a 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 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
or 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 an 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 no 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.

          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, which shall be composed of three (3) or more members,
all of whom shall be directors.  All of the members of the Audit
Committee shall meet the independence and experience requirements
of the NASDAQ Stock Market, Inc.  The powers, duties and
responsibilities of the Audit Committee shall be as set forth in
an Audit Committee Charter approved by the Board of Directors.
The Audit Committee shall no less frequently than annually review
and reassess the adequacy of the Charter and make recommendations
to the Board of Directors regarding changes, if any, to the
content of the Charter, and the Board of Directors shall review
such recommendations and decide whether and how the Charter
should be amended.

    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 resolution 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 meetings 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, may participate in a meeting of 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

    1.01      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.

    1.02      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.

    1.03      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.

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

    1.05      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.

    1.06      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.

    1.07      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.

    1.08      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 by 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.

    1.09      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.

    1.10      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.

    1.11      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 incident 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.

    1.12      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 monies due and
payable to the corporation, and deposit such monies 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 incident 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.

    1.13      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 Treasurers 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.

    1.14      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.

    1.15      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.

    1.16      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 the 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.
                      CLOSING OF TRANSFER 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 for
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 by-laws may be altered, amended or repealed or new by-
laws 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 the Securities
     Exchange Act of 1934, 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 reasonably 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 action(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 an 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 furnishes 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 of 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 reasonably 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.