<PAGE>

                                                                     Exhibit 3.2

                                RESTATED BY-LAWS

                                       OF

                        WILSONS THE LEATHER EXPERTS INC.

                                TABLE OF CONTENTS

Section                                                                 Page
-------                                                                 ----
SHAREHOLDERS                                                              1
------------

1.01              Place of Meetings                                       1
1.02              Regular Meetings                                        1
1.03              Special Meetings                                        1
1.04              Meetings Held Upon Shareholder Demand                   1
1.05              Adjournments                                            2
1.06              Notice of Meetings                                      2
1.07              Waiver of Notice                                        2
1.08              Voting Rights                                           2
1.09              Proxies                                                 2
1.10              Quorum                                                  3
1.11              Acts of Shareholders                                    3
1.12              Action Without a Meeting                                3
1.13              Advance Notice Requirements                             3

DIRECTORS                                                                 5
---------

2.01              Qualifications                                          5
2.02              Term                                                    5
2.03              Intentionally Omitted                                   5
2.04              Place of Meetings                                       5
2.05              Regular Meetings                                        5
2.06              Special Meetings                                        5
2.07              Waiver of Notice; Previously Scheduled Meetings         6
2.08              Quorum                                                  6
2.09              Acts of Board                                           6
2.10              Participation by Electronic Communications              6
2.11              Absent Directors                                        6
2.12              Action Without a Meeting                                7
2.13              Committees                                              7
2.14              Special Litigation Committee                            7
2.15              Compensation                                            7


                                      -i-
<PAGE>

Section                                                                 Page
-------                                                                 ----

OFFICERS                                                                  8
--------

3.01              Number and Designation                                  8
3.02              Chief Executive Officer                                 8
3.03              Chief Financial Officer                                 8
3.04              President                                               8
3.05              Vice Presidents                                         8
3.06              Secretary                                               9
3.07              Treasurer                                               9
3.08              Authority and Duties                                    9
3.09              Term                                                    9
3.10              Salaries                                                9

INDEMNIFICATION                                                          10
---------------

4.01              Indemnification                                        10
4.02              Insurance                                              10

SHARES                                                                   10
------

5.01              Certificated and Uncertificated Shares                 10
5.02              Declaration of Dividends and Other Distributions       11
5.03              Transfer of Shares                                     11
5.04              Record Date                                            11

MISCELLANEOUS                                                            11
-------------

6.01              Execution of Instruments                               11
6.02              Advances                                               11
6.03              Corporate Seal                                         11
6.04              Fiscal Year                                            12
6.05              Amendments                                             12
6.06              Inapplicability of Control Share Acquisition Statute   12
6.07              Limited Applicability of Business Combination Statute  12

     This Table of Contents is not part of the By-Laws of the Corporation. It is
intended merely to aid in the utilization of the By-Laws.


                                      -ii-
<PAGE>

                                RESTATED BY-LAWS

                                       OF

                        WILSONS THE LEATHER EXPERTS INC.


                                  SHAREHOLDERS
                                  ------------

     Section 1.01 Place of Meetings. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or at such other place
as may be designated by the Board of Directors or the Chief Executive Officer;
provided, however, that any meeting called by or at the demand of a shareholder
or shareholders shall be held in the county where the principal executive office
of the Corporation is located.

     Section 1.02 Regular Meetings. Regular meetings of the shareholders may be
held on an annual or other less frequent basis as determined by the Board of
Directors; provided, however, that if a regular meeting has not been held during
the immediately preceding 15 months, a shareholder or shareholders holding three
percent or more of the voting power of all shares entitled to vote may demand a
regular meeting of shareholders by written demand given to the Chief Executive
Officer or Chief Financial Officer of the Corporation. At each regular meeting
the shareholders shall elect qualified successors for directors who serve for an
indefinite term or whose terms have expired or are due to expire within six
months after the date of the meeting and may transact any other business,
provided, however, that no business with respect to which special notice is
required by law shall be transacted unless such notice shall have been given.

     Section 1.03 Special Meetings. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the Chief Executive Officer;
by the Chief Financial Officer; by the Board of Directors or any two or more
members thereof; or by one or more shareholders holding not less than ten
percent of the voting power of all shares of the Corporation entitled to vote
(except that a special meeting for the purpose of considering any action to
directly or indirectly facilitate or effect a business combination, including
any action to change or otherwise affect the composition of the Board for that
purpose, must be called by shareholders holding not less than 25 percent of the
voting power of all shares of the Corporation entitled to vote), who shall
demand such special meeting by written notice given to the Chief Executive
Officer or the Chief Financial Officer of the Corporation specifying the
purposes of such meeting.

     Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 days after
receipt of a demand by the Chief Executive Officer or the Chief Financial
Officer from any shareholder or shareholders entitled to call a meeting of the
shareholders, it shall be the duty of
<PAGE>

the Board of Directors of the Corporation to cause a special or regular meeting
of shareholders, as the case may be, to be duly called and held on notice no
later than 90 days after receipt of such demand. If the Board fails to cause
such a meeting to be called and held as required by this Section, the
shareholder or shareholders making the demand may call the meeting by giving
notice as provided in Section 1.06 hereof at the expense of the Corporation.

     Section 1.05 Adjournments. Any meeting of the shareholders may be adjourned
from time to time to another date, time and place. If any meeting of the
shareholders is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment and the adjourned meeting is held within
120 days after the date fixed for the original meeting.

     Section 1.06 Notice of Meetings. Unless otherwise required by law, written
notice of each meeting of the shareholders, stating the date, time and place
and, in the case of a special meeting, the purpose or purposes, shall be given
at least ten days and not more than 60 days prior to the meeting to every holder
of shares entitled to vote at such meeting except as specified in Section 1.05
or as otherwise permitted by law. The business transacted at a special meeting
of shareholders is limited to the purposes stated in the notice of the meeting.

     Section 1.07 Waiver of Notice. A shareholder may waive notice of the date,
time, place and purpose or purposes of a meeting of shareholders. A waiver of
notice by a shareholder entitled to notice is effective whether given before, at
or after the meeting, and whether given in writing, orally or by attendance.
Attendance by a shareholder at a meeting is a waiver of notice of that meeting,
unless the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened,
or objects before a vote on an item of business because the item may not
lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.

     Section 1.08 Voting Rights. Subdivision 1. A shareholder shall have one
vote for each share held which is entitled to vote. Except as otherwise required
by law, a holder of shares entitled to vote may vote any portion of the shares
in any way the shareholder chooses. If a shareholder votes without designating
the proportion or number of shares voted in a particular way, the shareholder is
deemed to have voted all of the shares in that way.

          Subdivision 2. The Board of Directors may fix a date not more than 60
     days before the date of a meeting of shareholders as the date for the
     determination of the holders of shares entitled to notice of and entitled
     to vote at the meeting. When a date is so fixed, only shareholders on that
     date are entitled to notice of and permitted to vote at that meeting of
     shareholders.

     Section 1.09 Proxies. A shareholder may cast or authorize the casting of a
vote by filing a written appointment of a proxy with an officer of the
Corporation at or before the meeting at which the appointment is to be
effective. The shareholder may sign or authorize the


                                      -2-
<PAGE>

written appointment by telegram, cablegram or other means of electronic
transmission, provided that the Corporation has no reason to believe that the
telegram, cablegram or other electronic transmission was not authorized by the
shareholder. Any copy, facsimile, telecommunication or other reproduction of the
original of either the writing or transmission may be used in lieu of the
original, provided that it is a complete and legible reproduction of the entire
original.

     Section 1.10 Quorum. The holders of a majority of the voting power of the
shares entitled to vote at a shareholders meeting are a quorum for the
transaction of business. If a quorum is present when a duly called or held
meeting is convened, the shareholders present may continue to transact business
until adjournment, even though the withdrawal of a number of the shareholders
originally present leaves less than the proportion or number otherwise required
for a quorum.

     Section 1.11 Acts of Shareholders. Subdivision 1. Except as otherwise
required by law or specified in the Articles of Incorporation of the
Corporation, the shareholders shall take action by the affirmative vote of the
holders of the greater of (a) a majority of the voting power of the shares
present and entitled to vote on that item of business or (b) a majority of the
voting power of the minimum number of shares entitled to vote that would
constitute a quorum for the transaction of business at a duly held meeting of
shareholders.

          Subdivision 2. A shareholder voting by proxy authorized to vote on
     less than all items of business considered at the meeting shall be
     considered to be present and entitled to vote only with respect to those
     items of business for which the proxy has authority to vote. A proxy who is
     given authority by a shareholder who abstains with respect to an item of
     business shall be considered to have authority to vote on that item of
     business.

     Section 1.12 Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders of the Corporation may be taken
without a meeting by written action signed by all of the shareholders entitled
to vote on that action. The written action is effective when it has been signed
by all of those shareholders, unless a different effective time is provided in
the written action.

     Section 1.13 Advance Notice Requirements. Only persons who are nominated in
accordance with the procedures set forth in this Section 1.13 shall be eligible
for election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of shareholders (a) by or
at the direction of the Board of Directors or (b) by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 1.13. Nominations
by shareholders shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not


                                      -3-
<PAGE>

less than 50 days prior to the meeting; provided, however, that in the event
that less than 60 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice shall set forth (x)
as to each person whom the shareholder proposes to nominate for election or
re-election as a director, (i) such person's name, and (ii) all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, if the
Corporation is then subject to Regulation 14A (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); and (y) as to the shareholder giving the notice, (i) the
name and address, as they appear on the Corporation's books, of such shareholder
and (ii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a shareholder's notice of nomination which pertains
to a nominee. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 1.13. The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed in this Section 1.13 and, if the Chairman should so
determine, the Chairman shall so declare to the meeting and the defective
nomination shall be disregarded.

     At any regular or special meeting of shareholders, only such business shall
be conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the Corporation
who complies with the notice procedures set forth in this Section 1.13. For
business to be properly brought before any regular or special meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 50 days prior to the meeting, provided, however, that
in the event that less than 60 days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by the shareholder
to be timely must be received not later than the close of business on the 10th
day following the day on which such notice of the date of the regular or special
meeting was mailed or such public disclosure was made. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the regular or special meeting (w) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (x) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (y) the class
and number of shares of the Corporation which are beneficially owned by the
shareholder and (z) any material interest of the shareholder in such business.
Notwithstanding anything in these By-Laws to the contrary, no business shall be


                                      -4-
<PAGE>

conducted at any regular or special meeting except in accordance with the
procedures set forth in this Section 1.13. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 1.13 and, if the Chairman should so determine, the Chairman shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.


                                    DIRECTORS
                                    ---------

     Section 2.01 Qualifications. Except as authorized by the shareholders
pursuant to a shareholder control agreement or unanimous affirmative vote, the
business and affairs of the Corporation shall be managed by or under the
direction of a Board. Directors shall be natural persons. Subject to the
Articles of Incorporation of the Corporation, the shareholders at each regular
meeting shall determine the number of directors to constitute the Board,
provided that subject to the Articles of Incorporation of the Corporation,
thereafter the authorized number of directors may be increased by the
shareholders or the Board and decreased by the shareholders. Directors need not
be shareholders.

     Section 2.02 Term. Each director shall serve for an indefinite term that
expires at the next regular meeting of the shareholders. A director shall hold
office until a successor is elected and has qualified or until the earlier
death, resignation, removal or disqualification of the director.

     Section 2.03 Intentionally Omitted.

     Section 2.04 Place of Meetings. Each meeting of the Board of Directors
shall be held at the principal executive office of the Corporation or at such
other place as may be designated from time to time by a majority of the members
of the Board or by the Chief Executive Officer. A meeting may be held by
conference among the directors using any means of communication through which
the directors may simultaneously hear each other during the conference.

     Section 2.05 Regular Meetings. Regular meetings of the Board of Directors
for the election of officers and the transaction of any other business shall be
held without notice at the place of and immediately after each regular meeting
of the shareholders or at such other time and place as the Board of Directors
shall determine at a previous meeting of the Board of Directors, or as the Chief
Executive Officer or President shall fix in a notice given to all directors not
less than two days before the meeting, provided that when notice is mailed, at
least four days' notice shall be given.

     Section 2.06 Special Meetings. A special meeting of the Board of Directors
may be called for any purpose or purposes at any time by any member of the Board
by giving not less than two days' notice to all directors of the date, time and
place of the meeting,


                                      -5-
<PAGE>

provided that when notice is mailed, at least four days' notice shall be given.
The notice need not state the purpose of the meeting.

     Section 2.07 Waiver of Notice; Previously Scheduled Meetings. Subdivision
1. A director of the Corporation may waive notice of the date, time and place of
a meeting of the Board. A waiver of notice by a director entitled to notice is
effective whether given before, at or after the meeting, and whether given in
writing, orally or by attendance. Attendance by a director at a meeting is a
waiver of notice of that meeting, unless the director objects at the beginning
of the meeting to the transaction of business because the meeting is not
lawfully called or convened and thereafter does not participate in the meeting.

          Subdivision 2. If the day or date, time and place of a Board meeting
     have been provided herein or announced at a previous meeting of the Board,
     no notice is required. Notice of an adjourned meeting need not be given
     other than by announcement at the meeting at which adjournment is taken of
     the date, time and place at which the meeting will be reconvened.

     Section 2.08 Quorum. The presence in person of a majority of the directors
currently holding office shall be necessary to constitute a quorum for the
transaction of business. In the absence of a quorum, a majority of the directors
present may adjourn a meeting from time to time without further notice until a
quorum is present. If a quorum is present when a duly called or held meeting is
convened, the directors present may continue to transact business until
adjournment, even though the withdrawal of a number of the directors originally
present leaves less than the proportion or number otherwise required for a
quorum.

     Section 2.09 Acts of Board. Except as otherwise required by law or
specified in the Articles of Incorporation of the Corporation, the Board shall
take action by the affirmative vote of the greater of (a) a majority of the
directors present at a duly held meeting at the time the action is taken or (b)
a majority of the minimum proportion or number of directors that would
constitute a quorum for the transaction of business at the meeting.

     Section 2.10 Participation by Electronic Communications. A director may
participate in a Board meeting by any means of communication through which the
director, other directors so participating and all directors physically present
at the meeting may simultaneously hear each other during the meeting. A director
so participating shall be deemed present in person at the meeting.

     Section 2.11 Absent Directors. A director of the Corporation may give
advance written consent or opposition to a proposal to be acted on at a Board
meeting. If the director is not present at the meeting, consent or opposition to
a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as the vote of
a director present at the meeting in favor of or against the proposal and shall
be entered in the minutes or other record of action at the meeting, if the
proposal acted on at the


                                      -6-
<PAGE>

meeting is substantially the same or has substantially the same effect as the
proposal to which the director has consented or objected.

     Section 2.12 Action Without a Meeting. An action required or permitted to
be taken at a Board meeting may be taken without a meeting by written action
signed by all of the directors.

     Section 2.13 Committees. Subdivision 1. A resolution approved by the
affirmative vote of a majority of the Board may establish committees having the
authority of the Board in the management of the business of the Corporation only
to the extent provided in the resolution. Committees shall be subject at all
times to the direction and control of the Board, except as provided in Section
2.14 or otherwise provided by law.

          Subdivision 2. A committee shall consist of one or more natural
     persons, who need not be directors, appointed by affirmative vote of a
     majority of the directors present at a duly held Board meeting.

          Subdivision 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall
     apply to committees and members of committees to the same extent as those
     sections apply to the Board and directors.

          Subdivision 4. Minutes, if any, of committee meetings shall be made
     available upon request to members of the committee and to any director.

     Section 2.14 Special Litigation Committee. Pursuant to the procedure set
forth in Section 2.13, the Board may establish a committee composed of one or
more independent directors or other independent persons to determine whether it
is in the best interests of the Corporation to consider legal rights or remedies
of the Corporation and whether those rights and remedies should be pursued. The
committee, once established, is not subject to the direction or control of, or
(unless required by law) termination by, the Board. To the extent permitted by
law, a vacancy on the committee may be filled by a majority vote of the
remaining committee members. The good faith determinations of the committee are
binding upon the Corporation and its directors, officers and shareholders to the
extent permitted by law. The committee terminates when it issues a written
report of its determinations to the Board.

     Section 2.15 Compensation. The Board may fix the compensation, if any, of
directors.


                                      -7-
<PAGE>

                                    OFFICERS
                                    --------

     Section 3.01 Number and Designation. The Corporation shall have one or more
natural persons exercising the functions of the offices of Chief Executive
Officer and Chief Financial Officer. The Board of Directors may elect or appoint
such other officers or agents as it deems necessary for the operation and
management of the Corporation, with such powers, rights, duties and
responsibilities as may be determined by the Board, including, without
limitation, a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall have the powers, rights, duties and
responsibilities set forth in these By-Laws unless otherwise determined by the
Board. Any of the offices or functions of those offices may be held by the same
person.

     Section 3.02 Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Executive Officer (a)
shall have general active management of the business of the Corporation; (b)
shall preside at all meetings of the shareholders and Board or shall designate
another officer of the Corporation to preside; (c) shall see that all orders and
resolutions of the Board are carried into effect; (d) may maintain records of
and certify proceedings of the Board and shareholders; and (e) shall perform
such other duties as may from time to time be assigned by the Board.

     Section 3.03 Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Financial Officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts and checks in the name of and to the credit of the Corporation in
such banks and depositories as the Board shall designate from time to time; (c)
shall endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
Corporation, as ordered by the Board; (e) shall render to the Chief Executive
Officer and the Board, whenever requested, an account of all of such officer's
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Executive Officer from time to time.

     Section 3.04 President. Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board.

     Section 3.05 Vice Presidents. Any one or more Vice Presidents, if any, may
be designated by the Board of Directors as Executive Vice Presidents or Senior
Vice Presidents. During the absence or disability of the President, it shall be
the duty of the highest ranking Executive Vice President, and, in the absence of
any such Vice President, it shall be the duty of the highest ranking Senior Vice
President or other Vice President, who shall be present at the time and able to
act, to perform the duties of the President. The determination of who is the


                                      -8-
<PAGE>

highest ranking of two or more persons holding the same office shall, in the
absence of specific designation of order of rank by the Board, be made on the
basis of the earliest date of appointment or election, or, in the event of
simultaneous appointment or election, on the basis of the longest continuous
employment by the Corporation.

     Section 3.06 Secretary. The Secretary, unless otherwise determined by the
Board of Directors, shall attend all meetings of the shareholders and all
meetings of the Board, shall record or cause to be recorded all proceedings
thereof in a book to be kept for that purpose, and may certify such proceedings.
Except as otherwise required or permitted by law or by these By-Laws, the
Secretary shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board.

     Section 3.07 Treasurer. The Treasurer shall perform such duties as may from
time to time be assigned by the Board.

     Section 3.08 Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.

     Section 3.09 Term. Subdivision 1. All officers of the Corporation shall
hold office until their respective successors are chosen and have qualified or
until their earlier death, resignation or removal.

          Subdivision 2. An officer may resign at any time by giving written
     notice to the Corporation. The resignation is effective without acceptance
     when the notice is given to the Corporation, unless a later effective date
     is specified in the notice.

          Subdivision 3. An officer may be removed at any time, with or without
     cause, by a resolution approved by the affirmative vote of a majority of
     the directors present at a duly held Board meeting.

          Subdivision 4. A vacancy in an office because of death, resignation,
     removal, disqualification or other cause may, or in the case of a vacancy
     in the office of Chief Executive Officer or Chief Financial Officer shall,
     be filled for the unexpired portion of the term by the Board.

     Section 3.10 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by the Chief Executive Officer if
authorized by the Board.


                                      -9-
<PAGE>

                                 INDEMNIFICATION
                                 ---------------

     Section 4.01 Indemnification. The Corporation shall indemnify its officers
and directors for such expenses and liabilities, in such manner, under such
circumstances, and to such extent, as required or permitted by Minnesota
Statutes, Section 302A.521, as amended from time to time, or as required or
permitted by other provisions of law.

     Section 4.02 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Corporation would otherwise be required to indemnify the
person against the liability.


                                     SHARES
                                     ------

     Section 5.01 Certificated and Uncertificated Shares. Subdivision 1. The
shares of the Corporation shall be either certificated shares or uncertificated
shares. Each holder of duly issued certificated shares is entitled to a
certificate of shares.

          Subdivision 2. Each certificate of shares of the Corporation shall
     bear the corporate seal, if any, and shall be signed by the Chief Executive
     Officer, or the President or any Vice President, and the Chief Financial
     Officer, or the Secretary or any Assistant Secretary, but when a
     certificate is signed by a transfer agent or a registrar, the signature of
     any such officer and the corporate seal upon such certificate may be
     facsimiles, engraved or printed. If a person signs or has a facsimile
     signature placed upon a certificate while an officer, transfer agent or
     registrar of the Corporation, the certificate may be issued by the
     Corporation, even if the person has ceased to serve in that capacity before
     the certificate is issued, with the same effect as if the person had that
     capacity at the date of its issue.

          Subdivision 3. A certificate representing shares issued by the
     Corporation shall, if the Corporation is authorized to issue shares of more
     than one class or series, set forth upon the face or back of the
     certificate, or shall state that the Corporation will furnish to any
     shareholder upon request and without charge, a full statement of the
     designations, preferences, limitations and relative rights of the shares of
     each class or series authorized to be issued, so far as they have been
     determined, and the authority of the Board to determine the relative rights
     and preferences of subsequent classes or series.

          Subdivision 4. A resolution approved by the affirmative vote of a
     majority of the directors present at a duly held meeting of the Board may
     provide that some or all of any or all classes and series of the shares of
     the Corporation will be uncertificated shares. Any such resolution shall
     not apply to shares represented by a certificate until the certificate is
     surrendered to the Corporation.


                                      -10-
<PAGE>

     Section 5.02 Declaration of Dividends and Other Distributions. Subject to
the Articles of Incorporation of the Corporation, the Board of Directors shall
have the authority to declare dividends and other distributions upon the shares
of the Corporation to the extent permitted by law.

     Section 5.03 Transfer of Shares. Shares of the Corporation may be
transferred only on the books of the Corporation by the holder thereof, in
person or by such person's attorney. In the case of certificated shares, shares
shall be transferred only upon surrender and cancellation of certificates for a
like number of shares. The Board of Directors, however, may appoint one or more
transfer agents and registrars to maintain the share records of the Corporation
and to effect transfers of shares.

     Section 5.04 Record Date. The Board of Directors may fix a time, not
exceeding 60 days preceding the date fixed for the payment of any dividend or
other distribution, as a record date for the determination of the shareholders
entitled to receive payment of such dividend or other distribution, and in such
case only shareholders of record on the date so fixed shall be entitled to
receive payment of such dividend or other distribution, notwithstanding any
transfer of any shares on the books of the Corporation after any record date so
fixed.


                                  MISCELLANEOUS
                                  -------------

     Section 6.01 Execution of Instruments. Subdivision 1. All deeds, mortgages,
bonds, checks, contracts and other instruments pertaining to the business and
affairs of the Corporation shall be signed on behalf of the Corporation by the
Chief Executive Officer, or the President, or any Vice President, or by such
other person or persons as may be designated from time to time by the Board of
Directors.

          Subdivision 2. If a document must be executed by persons holding
     different offices or functions and one person holds such offices or
     exercises such functions, that person may execute the document in more than
     one capacity if the document indicates each such capacity.

     Section 6.02 Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.

     Section 6.03 Corporate Seal. The seal of the Corporation, if any, shall be
a circular embossed seal having inscribed thereon the name of the Corporation
and the following words:

                           "Corporate Seal Minnesota".


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<PAGE>

     Section 6.04 Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6.05 Amendments. The Board of Directors shall have the power to
adopt, amend or repeal the By-Laws of the Corporation, subject to the power of
the shareholders to change or repeal the same, provided, however, that the Board
shall not adopt, amend or repeal any By-Law fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling vacancies
in the Board, or fixing the number of directors or their classifications,
qualifications or terms of office, but may, subject to the Articles of
Incorporation of the Corporation, adopt or amend a By-Law that increases the
number of directors.

     Section 6.06 Inapplicability of Control Share Acquisition Statute. Neither
Section 302A.671 of the Minnesota Business Corporation Act nor any successor
statute thereto shall apply to, or govern in any manner, the Corporation or any
control share acquisition of shares of capital stock of the Corporation or limit
in any respect the voting or other rights of any existing or future shareholder
of the Corporation or entitle the Corporation or its shareholders to any
redemption or other rights with respect to outstanding capital stock of the
Corporation that the Corporation or its shareholders would not have in the
absence of Section 302A.671 of the Minnesota Business Corporation Act or any
successor statute thereto.

     Section 6.07 Limited Applicability of Business Combination Statute. Neither
Section 302A.673 of the Minnesota Business Corporation Act nor any successor
statute thereto shall apply to any business combination (as defined in the
Minnesota Business Corporation Act) of the Corporation with, with respect to,
proposed by or on behalf of, or pursuant to any written or oral agreement,
arrangement, relationship, understanding or otherwise with, any interested
shareholder (as defined in the Minnesota Business Corporation Act) whose share
acquisition date (as defined in the Minnesota Business Corporation Act) is
either before the date on which the Corporation becomes a publicly held
corporation (as defined in the Minnesota Business Corporation Act) or on that
date, but prior to the time the Corporation becomes a publicly held corporation
(or, to the extent permitted by the Minnesota Business Corporation Act, any
affiliate or associate (each as defined in the Minnesota Business Corporation
Act) of any such interested shareholder), including Leather Investors Limited
Partnership I, Lyle Berman, Morris Goldfarb, Joel Waller, David Rogers and
Melville Corporation (and, to the extent permitted by the Minnesota Business
Corporation Act, each affiliate and associate of any thereof). All references in
this section to the Minnesota Business Corporation Act shall be deemed to be
references to the Minnesota Business Corporation Act as in effect from time to
time, including all amendments thereto after adoption of this section.


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