8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2004

Oshkosh B'Gosh, Inc.
(Exact name of registrant as specified in its charter)

Delaware		0-13365	39-0519915
(State or other jurisdiction of incorporation or organization)	Commission file number		(IRS Employer Identification Number)
112 Otter Avenue Oshkosh, Wisconsin 54901 (Address of principal executive offices)

(920) 231-8800
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On December 7, 2004, Oshkosh B'Gosh, Inc. (Company) entered into a written Employment Agreement with its current President and Chief Operating Officer, David L. Omachinski. Under the agreement, Mr. Omachinski will receive a 2005 base salary of $410,000 and will be entitled to participate in the Company's annual incentive performance cash bonus plan, stock-based compensation plan, and fringe benefit plans. The employment agreement has an initial term through December 31, 2007, and will be automatically renewed for one-year intervals unless either party provides a nonrenewal notice prior to 60 days before the applicable renewal date, which is 24 months prior to the date the agreement would otherwise expire. The agreement contains customary provisions concerning devotion of entire business time and attention, noncompetition, and treatment of confidential information. The Employment Agreement is attached hereto as Exhibit 10.10.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 7, 2004, the Board of Directors of Oshkosh B'Gosh, Inc. amended the Bylaws of Oshkosh B'Gosh, Inc. by amending and restating Sections 23.01-23.15, effective immediately. The complete Bylaws of OshKosh B'Gosh, Inc. as amended are restated and attached as Exhibit 3.2. This amendment to Section 23 of the Bylaws more accurately reflects the current titles, powers, duties and reporting relationships of the Company's officers.

Item 9.01 Financial Statements and Exhibits

3. Exhibits

Exhibit No.	Description
3.2	Bylaws of OshKosh B'Gosh, Inc. stated to include all amendments adopted through December 7, 2004.
10.10	Employment Agreement between OshKosh B'Gosh, Inc. and David L. Omachinski.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  December 10, 2004	By: /S/ MICHAEL L. HEIDER
	Michael L. Heider
	Vice President Finance, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.2	Bylaws of OshKosh B'Gosh, Inc. stated to include all amendments adopted through December 7, 2004.
10.10	Employment Agreement between OshKosh B'Gosh, Inc. and David L. Omachinski.

EX-3.2

BYLAWS
OF
OSHKOSH B'GOSH, INC.

STATED TO INCLUDE ALL AMENDMENTS

ADOPTED THROUGH DECEMBER 7, 2004

OFFICES 1

SEAL 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

15.01 Executive Committee 3

15.02 Audit Committee 4

15.03 Nominating and Corporate Governance Committee 4

15.04 Retirement Plan Committee 5

15.05 Compensation Committee 5

15.06 Other Committees 6

COMPENSATION OF DIRECTORS 6

16. 6

MEETINGS OF DIRECTORS 6

17. Annual Meeting 6

18. Regular Meetings 6

19. Special Meetings 6

20. Quorum 6

21. Action By Written Consent of Directors 7

22. Participation By Conference Telephone 7

OFFICERS 7

23.01 Number 7

23.02 Election and Term of Office 7

23.03 Removal 7

23.04 Vacancies 7

23.05 Chairman of the Board 8

23.06 Chief Executive Officer 8

23.07 President and Chief Operating Officer 8

23.08 The Vice Presidents 8

23.09 Shared Functions 8

23.10 The Secretary 9

23.11 The Treasurer 9

23.12 Assistant Secretaries and Assistant Treasurers 9

23.13 Other Assistants and Acting Officers 9

23.14 Additional Officers 9

23.15 Salaries 10

CERTIFICATES OF STOCK AND THEIR TRANSFER 10

35. Certificates 10

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 11

REGISTERED STOCKHOLDERS 11

40. 11

LOST CERTIFICATES 11

41. 11

CHECKS 12

42. 12

FISCAL YEAR 12

43. 12

DIVIDENDS 12

44. 12

DIRECTORS' ANNUAL STATEMENT 12

45. 12

NOTICES 12

46. Notice 12

47. Waiver of Notice 13

AMENDMENTS 13

48. 13

INDEMNIFICATION OF OFFICERS AND DIRECTORS 13

49. A. Mandatory Indemnification 13

B. Right to Indemnification:How Determined 16

C. Termination of an Action is Nonconclusive 18

D. Advance Payment 18

E. Partial Indemnification:Interest 18

F. Nonexclusivity of Section 49 19

G. Insurance 19

H. Witness Expenses 20

I. Contribution 20

J. Severability 21

K. Amendment 21

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, not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.

6. Quorum. Except as otherwise provided by statute or by the Certificate of Incorporation, 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 a djournment 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. 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 repre sented 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 ord er an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

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

COMMITTEES

15.01 Executive Committee. The Board of Directors, by resolution passed by a majority of the whole board, shall elect the Executive Committee, composed of five (5) or more members, all of whom shall be directors of the corporation. The board may designate one or more directors as alternate members, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Executive Committee shall have and may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of th e 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. A majority of the members of the Audit Committee shall constitute a quorum for the transaction of all of the business of the committee. 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 sho uld be amended.

15.03 Nominating and Corporate Governance Committee. The Board of Directors, by resolution passed by a majority of the whole board, shall elect the Nominating and Corporate Governance 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 and Corporate Governance Committee shall constitute a quorum for the transaction of all business of the committee. The Nominating and Corporate Governance Committee shall have the following powers, duties and functions:

(a) To seek out and consider individuals to serve as directors of the corporation and to recommend to the Board of Directors candidates for election to the board and to fill any vacancies that occur between annual meetings;

(b) To make recommendations to the Board of Directors regarding the size and composition of the board, the frequency of meetings of the board, board tenure requirements including mandatory retirement age, and board committee structure and assignments;

(c) To make recommendations to the Board of Directors regarding compensation of board members for serving on the board and on board committees;

(d) To make recommendations to the Board of Directors regarding the board's operation including board agenda topics, the nature of information to be provided prior to board meetings, the nature of presentations to be made at board meetings, when executive sessions of independent board members should be held, and such other board operation matters as the Committee may from time to time deem appropriate to recommend to the board; and

(e) To make recommendations to the Board of Directors regarding other corporate governance issues and policies including the development and recommendation to the board of revisions to the Corporate Governance Policies and Guidelines, its Director and Executive Officer Code of Ethics and its Code of Conduct.

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 none of whom shall be persons who are 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 the corporation's executive officers. In addition, the committee shall perform the functions of the committee of the board referred to in the "1994 Incentive Stock Plan" and any similar plan adopted by the corporation as to the administration of any such plan, including making determinations as to the persons to whom stock options or restricted stock awards are granted and the magnitude of such grants; provided, howe ver, that the committee may delegate all or any part of its responsibilities and powers with respect to the making of such grants to any executive officer or officers of the corporation selected by it, provided that no such delegation shall be made with respect to the grant of any award to the president or any vice president of the corporation, and any such delegation shall comply with the requirements and conditions of Section 157 of the Delaware General Corporation Law. In performing its duties, the committee shall have the authority to retain the services of such outside consultants as it deems necessary to ascertain the appropriateness of the compensation it recommends to the board for the corporation's executive officers.

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

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

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

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

23.04 Vacancies. A vacancy 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.

23.05 Chairman of the Board. The Chairman of the Board shall call meetings of the Board of Directors, and he shall, when present, preside at all meetings of the shareholders and of the Board of Directors. In addition he shall perform such other duties as may be prescribed by the Board of Directors from time to time.

23.06 Chief Executive Officer. The Chief Executive Officer 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 President and Chief Operating Officer (except as the President and Chief Operating Officer's powers and duties are hereinafter specifically defined), the Senior Vice President of Merchandising, and the Senior Vice President of Home Accessories and Global Licensing. He shall report to the Board and keep the Board informed concerning the affairs and conditions of the corporation's business.

23.07 President and Chief Operating Officer. The President and Chief Operating Officer shall be the chief operating officer of the corporation. He shall report directly to the Chief Executive Officer. Specifically, he shall have the power to supervise the activities and to prescribe the powers and duties of the Chief Financial Officer and Vice President of Finance, the Senior Vice President of Operations, the Vice President of Corporate Retail, the Vice President of Wholesale and Special Markets, the Vice President of Human Resources and the Vice President of Information Technology. 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 Chief Executive Officer or by the Board of Directors. He shall, in the absence or incapacity of the Chief Executive Officer, perform all duties and functions and exer cise all powers of the Chief Executive Officer. He shall, in the absence or incapacity of both the Chairman of the Board and the Chief Executive Officer, perform the functions of the Chairman of the Board.

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

23.09 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 Chief Executive Officer, the President and Chief Operating Officer, and the Vice President-Finance shall each have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, each of them acting alone may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead.

23.10 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 Chief Executive Officer, the President and Chief Operating Officer or the Board of Dire ctors.

23.11 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 President and Chief Operating Officer 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 or her duties in such sum and with such surety or sureties as the President and Chief Operating Officer shall determine.

23.12 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 President and Chief Operating Officer or the Board of Directors.

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

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

23.15 Salaries. The salaries and other compensation 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 Corporat ion 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 t o 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 cor poration, 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 perm itted 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.

EX-10.10

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 7th day of December, 2004 by and between OSHKOSH B'GOSH, INC., a Delaware corporation (the "Company"), and DAVID L. OMACHINSKI (the "Executive").

WITNESSETH:

WHEREAS, the Executive has been serving as an at-will employee of the Company as its President and Chief Operating Officer; and

WHEREAS, the Company desires to continue to retain the services of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and conditions set forth in this Agreement; and

WHEREAS, in consideration of the Company's commitment to employ the Executive during the term of this Agreement, the Executive is willing to agree to the provisions respecting noncompetition and protection of Confidential Information set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1. Employment and Duties. Subject to the terms and conditions of this Agreement, the Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to be employed by the Company, as its President and Chief Operating Officer. As such officer, he shall be responsible for the supervision and control of the business operations of the Company. He shall be primarily responsible for achieving the short-term and operational objectives of the Company. He shall also perform such other duties as may from time to time be assigned to him by the Chairman of the Board, the Chief Executive Officer and the Board of Directors. He shall perform his duties in a conscientious and competent manner, shall devote his best efforts to his employment by the Company and, except as otherwise set forth herein, shall devote his entire business time and attention to the performance of his duties. At all times, the Executive shall be subject to the direction of the Boar d of Directors of the Company.

The Executive shall be entitled to serve as a director of those corporations that shall have been approved in advance by the Compensation Committee of the Board of Directors of the Company (the "Committee"), and to participate in such other business, community and professional activities as will not in the judgment of the Committee materially detract from the performance of his duties hereunder.

2. Term. The employment of the Executive under this Agreement shall commence January 1, 2005 and will continue until the occurrence of the first of the following events:
1. December 31, 2007, subject to extension as described below;
2. The Executive's death;
3. The Executive shall have become totally disabled within the meaning of the Oshkosh B'Gosh, Inc. Long Term Disability Plan (the "LTD Plan") such that the Executive is entitled to receive benefits under the LTD Plan; or
4. Termination of this Agreement under Section 8.

If the Executive's employment continues following the date identified in subsection (a) above, then for so long as the Executive is employed by the Company the Executive shall be an at-will employee. The provisions of Sections 6, 7 and 9 shall survive the expiration of the term of this Agreement.

The date on which the Executive's employment hereunder would otherwise terminate pursuant to subsection (a) above shall be automatically extended at successive one-year intervals on the date 24 months prior to the date on which the Executive's employment hereunder would otherwise terminate unless not less than sixty (60) days prior to such date either the Company or the Executive has provided a written notice of nonrenewal (a "Nonrenewal Notice") to the other. If a party gives a Nonrenewal Notice within the prescribed time, then the Executive's employment hereunder shall terminate in accordance with the provisions of this Section (as subsection (a) may have been previously extended by the parties). Notwithstanding the foregoing, in no event shall this Agreement be extended automatically if the Executive is disabled at the time such extension would otherwise automatically become effective.

3. Compensation. The Executive shall be entitled to the following compensation for services rendered to the Company during the term of this Agreement:
1. Base Salary. Effective as of January 1, 2005 and subject to adjustment in accordance with this subsection (a), the Executive shall receive a base salary, payable at such intervals as is then the Company's general practice for paying its executive officers but not less frequently than monthly, at the annual rate of not less than $410,000. The Committee shall review the Executive's base salary annually to determine whether such salary should be increased based upon (i) the Company's performance and/or the Executive's performance, (ii) an assessment of competitive practice as determined by the Committee or, in the Committee's sole discretion, by an independent compensation consultant and (iii) such other criteria as the Committee shall consider in its sole discretion. In this Agreement, the term "Base Salary" shall mean the amount established and adjusted from time to time pursuant to this subsection (a).
2. Annual Incentive Performance Cash Bonus. The Executive shall be entitled to participate in the annual incentive performance cash bonus plan for executive officers of the Company, subject to all of the terms and conditions of the plan.
3. Stock-based Compensation. The Executive shall be entitled to participate in stock-based compensation plans in effect from time to time for other executive officers of the Company, subject to all of the terms and conditions of such plans and the discretion and powers of the Committee thereunder to determine award types and amounts.
4. Fringe Benefits. The Executive shall be entitled to participate in all fringe benefit plans and programs in effect from time to time for, and on the same basis as, all other senior executive officers of the Company, including medical and dental insurance, life insurance, and pension and retirement benefits and other similar benefits, both qualified and non-qualified. Such fringe benefit plans and programs shall, without limitation, include plans and programs of the type in effect for the benefit of Executive as of the date of this Agreement unless the Committee recommends and the Board of Directors determines that any such plan or program should be eliminated or changed for all of its senior executive officers.
5. Perquisites. The Executive shall be entitled to all of the perquisites offered from time to time to other senior executive officers of the Company and, with the prior approval of the Committee, such other perquisites as are necessary and appropriate for the Executive to carry out his duties as the President and Chief Operating Officer of the Company.
4. Reimbursements. The Company shall reimburse the Executive for actual out-of-pocket costs incurred by him in the course of carrying out his duties hereunder, such reimbursements to be made in accordance with the policies and procedures of the Company in effect from time to time.
5. Withholding. All payments under this Agreement shall be subject to withholding or deduction by reason of the Federal Insurance Contributions Act, the federal income tax and state and local income tax and similar laws, to the extent such laws apply to such payments.
6. Noncompetition. In consideration of the Company's commitment to employ the Executive during the term of this Agreement and of any liquidated damages which may become payable to Executive under Section 9 hereof in the event his employment is terminated under the circumstances described in either Section 8(b) or 8(c) hereof, the Executive agrees that for a period beginning with the date hereof and ending one year after the termination of any period in respect of which the Executive is receiving payments of Base Salary hereunder or liquidated damage payments made under Section 9 or, if later, one year after the termination of the Executive's active employment with the Company (whether such termination occurs before or after the expiration of the term of this Agreement), he shall not, except with the Company's prior written consent, engage in, be employed by, or in any way advise or act for in any capacity where Confidential Information would reasonably be considered to b e useful, or have any financial interest in, any business that, as of the date of such termination, is engaged directly or indirectly in the business of designing, sourcing, manufacturing, marketing or selling children's apparel products, or any other business in which the Company or any of its subsidiaries is engaged as of the date of such termination. The foregoing shall not, however, restrict the Executive as to any business if neither the Company nor any of its subsidiaries is engaged in such business as of the date of such termination. The geographic scope of the Executive's agreement not to compete shall extend to all of the United States. The ownership of a minority and noncontrolling interest in any corporation whose shares are listed on a recognized stock exchange or traded in an over-the-counter market, even though such corporation may be a competitor of the Company or any subsidiary specified above, shall not be deemed as constituting a financial interest in such competitor.
7. Confidential Information.
1. Definition. "Confidential Information" shall mean ideas, information, knowledge and discoveries, whether or not patentable, that are not generally known in the trade or industry and about which the Executive has knowledge as a result of his employment with the Company, including without limitation marketing, sales, distribution and pricing information, product specifications, manufacturing procedures, methods, business plans, marketing plans, internal memoranda, formulae, trade secrets, know-how, research and development and other confidential technical or business information and data. Confidential Information shall not include any information that is in the public domain by means other than disclosure by the Executive.
2. Nondisclosure. For a period of five years after the termination of the Executive's active employment with the Company (whether such termination occurs before or after the expiration of the term of this Agreement) and indefinitely thereafter in respect of any Confidential Information that constitutes a trade secret or other information protected by law, the Executive will keep confidential and protect all Confidential Information known to or in the possession of the Executive, will not disclose any Confidential Information to any other person and will not use any Confidential Information, except for its use or disclosure for the exclusive benefit of the Company as it may direct or as is necessary to fulfill the Executive's continuing duties as an employee of the Company. This Section 7(b) shall not, however, be construed to prohibit competition by Executive for a longer time or in a broader territory than that specified in Section 6.
3. Return of Property. All memoranda, notes, records, papers, tapes, disks, programs or other documents or forms of documents and all copies thereof relating to the operations or business of the Company or any of its subsidiaries that contain Confidential Information, some of which may be prepared by the Executive, and all objects associated therewith in any way obtained by him shall be the property of the Company. The Executive shall not, except for the use of the Company or any of its subsidiaries, use or duplicate any such documents or objects, nor remove them from the facilities and premises of the Company or any subsidiary, nor use any information concerning them except for the benefit of the Company or any subsidiary, at any time. The Executive will deliver all of the aforementioned documents and objects, if any, that may be in his possession to the Company at any time at the request of the Company.
8. Termination.
1. By the Company for Cause. The Company may terminate this Agreement for cause at any time. For the purposes of this Agreement, "Cause" shall mean any of the following: (i) theft, dishonesty, fraudulent misconduct, disclosure of trade secrets, gross dereliction of duty or other grave misconduct on the part of the Executive that is substantially injurious to the Company; (ii) the Executive's willful act or omission that he knew would have the effect of materially injuring the reputation, business or prospects of the Company; (iii) the Executive's conviction of a felony, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction; (iv) the Executive's consent to an order of the Securities and Exchange Commission for a violation of the federal securities laws; (v) the Executive's repeated and demonstrated failure to perform material duties in a competent and efficient manner which failure is not due to illness or disability of the Executive; or  (vi) a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver was appointed by a court for the property of, the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive (A) a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Company (excluding the Executive) at a meeting of the Board of Directors called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board of Directors), finding that in the good faith opinion of the Board of Directors the conduct of the Executive met one of the standards set forth in any of clauses (i) through (vi) of the preceding sentence and specifying the particulars thereof. If the Company terminates this Agreement for Cause, then the Executive shall forfeit his right to any and all further benefits he would otherwise have been entitled to receive under this Agreement.
2. By the Company without Cause. The Company may terminate this Agreement without Cause at any time, subject to the terms of Section 9 and the obligation of the Company to pay the liquidated damages prescribed by Section 9.
3. By the Executive for Good Reason. The Executive may terminate this Agreement for Good Reason at any time, subject to the terms of Section 9 and the obligation of the Company to pay the liquidated damages prescribed by Section 9. For purposes of this Section 8(c) "Good Reason" means: (i) a material breach by the Company of the terms and conditions of this Agreement; (ii) the imposition by the Company of a requirement that the Executive relocate to a principal work location more than 35 miles from the Company's headquarters in Oshkosh, Wisconsin; (iii) a reduction in the Executive's minimum, target, or maximum bonus amount as a percentage of Base Salary under the Company's annual incentive performance cash bonus plan; (iv) the establishment for Executive by the Company of (A) performance measures or (B) minimum, target and/or maximum levels of performance goal achievement under the Company's annual incentive performance cash bonus plan which are not sub stantially the same as the performance measures and levels of performance goal achievement established for other Company executives with similar levels of responsibility; or (v) any change in the Executive's responsibilities or authority in comparison with the Executive's responsibilities and authority as of the date of this Agreement which adversely affects to a material degree his role in the management and operations of the Company's business.
4. By the Executive without Good Reason. The Executive may terminate this Agreement without Good Reason at any time upon 90 days' prior written notice to the Company, in which case the Executive shall forfeit his right to any and all further benefits he would otherwise have been entitled to receive under this Agreement.
5. Executive's Right to Vested Benefits. Regardless of the reason for the termination of this Agreement, Executive shall be entitled to all benefits which are vested as of the termination date of Executive's employment pursuant to the Company's benefit, retirement, incentive and other employee plans.
9. Liquidated Damages for Termination under Section 8(b) or Section 8(c).
1. If this Agreement is terminated by the Company pursuant to Section 8(b) or by the Executive pursuant Section 8(c), then as liquidated damages to Executive, the Company shall pay to the Executive: (i) the Base Salary at the rate then in effect for the remaining term of this Agreement; (ii) the amounts described in subsection 9(b) below in lieu of the incentive performance cash bonus; plus (iii) the amounts described in subsection 9(c) below in lieu of the fringe benefits Executive would have received had this Agreement not been terminated.
2. For the fiscal year of the Company in which Executive's employment terminates under either section 8(b) or 8(c) (the "Termination Year") the Company shall pay Executive an amount equal to the sum of the Pre-termination Amount plus the Post-termination Amount. The Pre-termination Amount shall be the bonus Executive would have earned had he been employed during the full Termination Year multiplied by a fraction the numerator of which is the number of days the Executive was employed during the Termination Year and the denominator of which is 365. The Post-termination Amount shall be 75% of Executive's annual Base Salary for the Termination Year multiplied by a fraction the numerator of which is the number of days remaining in the Termination Year following the date Executive's employment terminates and the denominator of which is 365.
1. If the Term of this Agreement (as though this Agreement had not been terminated under either Section 8(b) or 8(c)) extends beyond the fiscal year of the Company in which Executive's employment is terminated, then for each such fiscal year the Company shall pay Executive an amount equal to 75% of his annual Base Salary for the fiscal year in which his employment terminated.
3. The Company and the Executive recognize and agree that under applicable law it will not be possible for the Executive to continue to be covered by or participate in various plans and other arrangements providing for fringe benefits for employees of the Company after Executive's employment with the Company terminates. Therefore, and in recognition of the loss by Executive of the benefit of his continued participation under such plans and arrangements, should Executive's employment be terminated under either Section 8(b) or Section 8(c), the parties agree that the Company shall have no obligation to continue to provide any fringe benefits to the executive with respect to periods following such termination, but in lieu thereof and as liquidated damages, the Company shall pay to Executive a monthly amount which the parties agree is a reasonable estimate of the equivalent of the monthly value of such fringe benefits (the "Monthly Fringe Benefit Amount"). The parties agree that such M onthly Fringe Benefit Amount shall be two and 75/100ths percent (2.75%) of the Executive's annual Base Salary in effect at the time of such termination. The Monthly Fringe Benefit Amount shall be payable to Executive on the last day of each month beginning with the month following the month in which his employment terminates under either Section 8(b) or Section 8(c) and ending with the payment for the month in which his employment would have terminated had his employment not terminated earlier under Section 8(b) or Section 8(c).
4. Notwithstanding the provisions of this Section 9, if the Executive is receiving liquidated damage payments pursuant to this Section 9 following the termination of his employment, and if during the period he is entitled to receive such liquidated damage payments he obtains full-time or substantially full-time employment (i.e. more than thirty (30) hours a week) by another employer or employers, the amounts he receives from such other employer or employers shall be offset, dollar for dollar, against any payments owing to executive under this Section 9. If Executive obtains such employment he shall promptly report such fact to the Company together with the amounts he is receiving on account of such other employment. Notwithstanding the above, Executive shall be under no obligation to seek other employment.
10. Disability. If the Executive becomes totally disabled within the meaning of the LTD Plan and as a result the Executive is not paid Base Salary pursuant to Section 3(a), then the Executive shall be entitled to receive benefits under the LTD Plan or otherwise directly from the Company in an aggregate amount equal to sixty percent (60%) of the Base Salary then in effect for so long as benefits would otherwise continue under the terms of the LTD Plan.
11. Successors.
1. This Agreement is personal to the Executive, and the duties and obligations of Executive shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.
2. This Agreement shall inure to the benefit of and be binding upon the Company and its successors.
12. Miscellaneous.
1. Severability. This Agreement is to be governed by and construed according to the laws of the State of Wisconsin. If any provision of this Agreement shall be held invalid and unenforceable for any reason whatsoever, such provision shall be deemed deleted and the remainder of the Agreement shall be valid and enforceable without such provision.
2. Amendments. This Agreement may be modified only in writing signed by the parties hereto.
3. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
1. If to the Executive:

David L. Omachinski
1605 Maricopa Drive
Oshkosh, WI 54904

2. If to the Company:

Oshkosh B'Gosh, Inc.
112 Otter Avenue
P. O. Box 300
Oshkosh, WI 54903-0300
Attn: Chief Executive Officer

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications shall be effective when personally delivered or transmitted by facsimile, or on the second business day following the day on which such item is mailed.

4. Entire Agreement. This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof, except for the following additional agreements between the Company and the Executive:
1. OshKosh B'Gosh, Inc. Restricted Stock Award Agreement dated February 10, 2004 between the Company and the Executive; and
2. Any stock option grant or agreement under the Company's 1994 or 2004 Incentive Stock Plans, as amended.
5. Dispute Resolution. All controversies between the Executive and the Company arising under this Agreement shall be determined by arbitration. Any arbitration under this Section 12(e) shall be conducted in Oshkosh, Wisconsin, before the American Arbitration Association, and in accordance with the rules of such organization. The arbitration award may allocate attorneys' fees and expenses as determined by the arbitrator. The award of the arbitrators, or the majority of them, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

OSHKOSH B'GOSH, INC.

By: /S/ DOUGLAS W. HYDE,

Douglas W. Hyde

Chairman of the Board and CEO

EXECUTIVE:

By: /S/ DAVID L. OMACHINSKI