BY-LAWS
OF
SKYLINE CORPORATION
(as in existence on December 18, 2001)

ARTICLE 1
IDENTIFICATION

	Section 1.  Name.  The name of the Corporation shall be Skyline
	Corporation (hereinafter referred to as the "Corporation").

	Section 2.  Seal.  The Corporation shall have a corporate seal which
	shall be as follows:  A circular disc, on the outer margin of which
	shall appear the corporate name and State of Incorporation, with the
	words "Corporate Seal" through the center, so mounted that it may be
	used to impress these words in raised letters upon paper.  The seal
	shall be in charge of the Secretary.

	Section 3.  Fiscal Year.  The fiscal year of the corporation shall
	begin at the beginning of the first day of June and end at the close of
	the last day of May next succeeding.

ARTICLE II
CAPITAL STOCK

	Section 1.  Consideration of Shares.  The board of directors shall
	cause the corporation to issue the capital stock of the corporation
	for such consideration as has been fixed by such board in accordance
	with the provisions of the Articles of Incorporation.

	Section 2.  Payment of Shares.  Subject to the provisions of the
	Articles of Incorporation, the consideration for the issuance of
	shares of the capital stock of the corporation may be paid, in whole
	or in part, in money, in other property, tangible or intangible, or in
	labor actually performed for, or services actually rendered to, the
	corporation; provided, however that the part of the surplus of a
	corporation which is transferred to capital upon the issuance of
	shares as a share dividend shall be deemed to be the consideration for
	the issuance of such shares.  When payment of the consideration for
	which a share was authorized to be issued shall have been received by
	the corporation, or when surplus shall have been transferred to capital
	upon the issuance of a share dividend, such share shall be declared and
	taken to be fully paid and not liable to any further call or
	assessment, and the holder thereof shall not be liable for any further
	payments thereon.  In the absence of actual fraud in the transaction,
	the judgment of the board of directors as to the value of such
	property, labor or services received as consideration, or the value
	placed by the board of directors upon the corporate assets in the event
	of a share dividend shall be conclusive.  Promissory notes or future
	services shall not be accepted in payment or part payment of any of
	the capital stock of the corporation.

	Section 3.  Certificates for Shares.  Each shareholder shall be
	entitled to a certificate signed by the vice-chairman of the board of
	directors and the secretary or any assistant secretary or such other
	officers as may be designated by the Board of Directors of the
	corporation certifying the number of shares owned by him in the
	corporation.  If such certificate is countersigned by the written
	signature of a transfer agent other than the corporation or its
	employee or by the written signature of a registrar other than the
	corporation or its employee, the signatures of the officers of the
	corporation may be facsimiles.  If such certificate is countersigned by
	the written signature of a registrar other than the corporation or its
	employee, the signatures of the transfer agent and the officers of the
	corporation may be facsimiles.

	Every certificate shall state the name of the registered holder, the
	number of shares represented thereby, the par value of each share or a
	statement that such shares have no par value, and whether such shares
	have been fully paid up and are nonassessable.  If such shares are not
	fully paid up, the certificate shall be legibly stamped to indicate the
	per centum which has been paid up, and as further payments are made
	thereon the certificate shall be stamped accordingly.

	If the corporation is authorized to issue shares of more than one
	class, every certificate shall state the kind and class of shares
	represented thereby, and the relative rights, interests, preferences
	and restrictions of such class, or a summary thereof; provided that
	such statement may be omitted from the certificate if it shall be set
	forth upon the face or back of the certificate that such statement, in
	full, will be furnished by the corporation to any shareholder upon
	written request and without charge.

	Section 4.  Form of Certificates.  The stock certificates to represent
	the shares of the capital stock of this corporation shall be in such
	form, not inconsistent with the laws of the State of Indiana, as may be
	adopted by the board of directors.

	Section 5.  Transfer of Stock.  Title to a certificate and to the
	shares represented thereby can be transferred only:

	(1)	By delivery of the certificate endorsed either in blank or to
	a specified person by the person appearing by the certificate to be the
	owner of the shares represented thereby; or

	(2)	By delivery of the certificate and a separate document
	containing a written assignment of the certificate or a power of
	attorney to sell, assign, or transfer the same or the shares
	represented thereby, signed by the person appearing by the certificate
	to be the owner of the shares represented thereby.  Such assignment or
	power of attorney may be either in blank or to a specified person.

ARTICLE III
MEETINGS OF STOCKHOLDERS

	Section 1.  Place of Meetings.  All meetings of shareholders of the
	corporation shall be held at such place, within or without the State of
	Indiana, as may be specified in the respective notices or waivers of
	notice thereof, or proxies to represent shareholders thereat.

	Section 2.  Annual Meeting.  The Annual Meeting of the Shareholders for
	the election of Directors, and for the transaction of such other
	business as may properly come before the meeting shall be held at
	9:00 a.m. local time, or at such other time as the Board of Directors
	may determine, on the fourth Monday in September of each year, if such
	day is not a legal holiday, and if a holiday, then on the next day that
	is not a holiday.

	Section 3.  Special Meetings.  Special Meetings of the shareholders may
	be called by the chairman of the board of directors, the vice chairman
	of the board of directors, or by the board of directors.

	Section 4.  Notice of Meetings.  A written or printed notice, stating
	the place, day and hour of the meeting, and in case of a special
	meeting the purpose or purposes for which the meeting is called, shall
	be delivered or mailed by the secretary or by the officers or persons
	calling the meetings, to each holder of the capital stock of the
	corporation at the time entitled to vote, at such address as appears
	upon the records of the corporation, at least ten days before the date
	of the meeting.  Notice of any such meeting may be waived in writing by
	any shareholder if the waiver sets forth in reasonable detail the
	purpose or purposes for which the meeting is called, and the time and
	place thereof.  Attendance at any meeting, in person or by proxy shall
	constitute a waiver of notice of such meeting.

	Section 5.  Voting at Meetings.  Except as otherwise provided by law or
	by the provisions of the Articles of Incorporation, every holder of the
	capital stock of the corporation shall have the right at all meetings
	of the shareholders of the corporation to one vote for each share of
	stock standing in his name on the books of the corporation.

	No share shall be voted at any meeting:

		1.	Upon which an installment is due and unpaid; or

		2.	Which shall have been transferred on the books of the
			corporation within ten days next preceding the date of
			the meeting; or

		3.	Which belongs to the corporation.

	Section 6.  Proxies.  A shareholder may vote, either in person or
	by proxy executed in writing, by the shareholder, or a duly authorized
	attorney-in-fact.  No proxy shall be valid after eleven (11) months
	from the date of its execution, unless a longer time is expressly
	provided therein.

	Section 7.  Quorum.  Unless otherwise provided by the Articles of
	Incorporation, at any meeting of shareholders, a majority of the shares
	of the capital stock outstanding and entitled to vote, represented in
	person or by proxy, shall constitute a quorum.

	Section 8.  Organization. The chairman of the board of directors, and
	in his absence, any director designated by the board of directors
	including the vice chairman, shall call meetings of the shareholders to
	order and shall act as chairman of such meetings, and a secretary or
	the assistant secretary of the corporation shall act as secretary of
	all meetings of the shareholders.  In the absence of the secretary and
	assistant secretary, the presiding officer may appoint a shareholder to
	act as secretary of the meeting.

ARTICLE IV
BOARD OF DIRECTORS

	Section 1.  Board of Directors.  The board of directors shall consist
	of ten (10) members,  who shall be elected annually by a majority of
	the shares represented at the Annual Meeting of the shareholders.
	Such directors shall hold office until the next annual meeting of the
	shareholders and until their successors are elected and qualified.
	Directors need not be Shareholders of the Corporation.  A majority of
	the Directors at any time shall be citizens of the United States.  A
	member of the Board of Directors shall be elected by a vote of the
	majority of the Directors as Chairman of the Board, and such Chairman
	shall preside at all meetings of the Board of Directors.

	Section 2.  Duties.  The corporate power of this corporation shall be
	vested in the board of directors, who shall have the management and
	control the business of the corporation.  They shall employ such agents
	and servants as they deem advisable, and fix the rate of compensation
	of all agents, employees and officers.

	Section 3.  Resignation.  A director may resign at any time by filing
	his written resignation with the secretary.

	Section 4.  Removal.  Any director may be removed for cause at any time
	at any regular meeting or at such a special meeting of the shareholders
	of the corporation called for such purpose, by the affirmative vote of
	the holders of a majority of the shares outstanding.

	Section 5.  Vacancies.  In case of any vacancy in the board of
	directors through death, resignation, removal or other cause, the
	remaining directors by the affirmative vote of a majority thereof may
	elect a successor to fill such vacancy until the next annual meeting
	and until his successor is elected and qualified.  If the vote of the
	remaining members of the board shall result in a tie, the vacancy shall
	be filled by shareholders at the annual meeting or a special meeting.

	Section 6.  Annual Meetings.  The board of directors shall meet each
	year immediately after the annual meeting of the shareholders, at the
	place where such meeting of the shareholders has been held, for the
	purpose of organization, election of officers, and consideration of any
	other business that may be brought before the meeting.  No notice shall
	be necessary for the holding of this annual meeting.  If such meeting
	is not held as above provided, the election of officers may be had at
	any subsequent meeting of the board specifically called in the manner
	provided in Article IV, Section 7 of these by-laws.

	Section 7.  Other Meetings.

		Regular Meetings.  Regular meetings of the board of directors
	may be held without notice at such time and place, either within or
	without the State of Indiana, as shall from time to time be determined
	by the board.

		Special Meetings.  Special meetings of the board of directors
	shall be held, either within or without the State of Indiana, whenever
	called by the chairman of the board of directors, or the vice-chairman
	of the board of directors, or by any three of the directors.  Oral,
	telegraphic or written notice shall be given, sent or mailed not less
	than one day before the meeting and shall state the purposes of the
	meeting, and the date, place and hour of such meeting.

		Waivers of Notice.  Notice of a meeting need not be given to
	any director who submits a signed waiver of notice whether before or
	after the meeting, and attendance at the meeting by any director shall
	constitute waiver of notice by such director.

	Section 8.  Quorum.  At any meeting of the board of directors, the
	presence of a majority of the members of the board then qualified and
	acting shall constitute a quorum for the transaction of any business
	except the filling of vacancies in the board of directors.

	Section 9.  Organization.  The Chairman of the Board of Directors and
	in his absence, the Vice Chairman of the Board of Directors, and in
	their absence any director chosen by the Directors present, shall call
	meetings of the Board of Directors to order, and shall act as Chairman
	of such meetings.  The Secretary of the Corporation shall act as
	Secretary of the Board of Directors, but in the absence of the
	Secretary, the presiding officer may appoint any director to act as
	Secretary of the meeting.

	Section 10.  Order of Business.  The order of business at all meetings
	of the board of directors shall be as follows:

	1.	Roll call.
	2.	Reading of the Minutes of the preceding meeting and action
		thereon.
	3.	Reports of Officers.
	4.	Reports of Committees.
	5.	Unfinished business.
	6.	Miscellaneous business.
	7.	New business.

	Section 11.  Executive Committee of the Board of Directors.  The Board
	of Directors may, whenever it sees fit, by a majority vote of the
	number of Directors elected and qualified from time to time, designate
	an Executive Committee of not less than three (3) persons from its
	members which Committee shall, except as to matters upon which the
	Board of Directors has acted, have and exercise the full power of the
	Board of Directors in the management of the business and affairs of the
	Corporation, including but not limited to the power to authorize
	dividend distributions according to a formula, method or limit, or
	within a range, prescribed by the Board of Directors; PROVIDED, always,
	that all business transacted by such Committee shall be submitted to
	and be approved by the Board of Directors at their next regular or
	special meeting.  The Board of Directors shall have the power at any
	time to fill vacancies in, to change the membership of, or to dissolve
	the Executive Committee.

	Section 12.  Governance and Compensation Committee.  The Board of
	Directors, by resolution of a majority of the whole Board, shall
	appoint a Governance and Compensation Committee to consist of not less
	than three directors, none of whom shall be an officer or employee of
	the Corporation or of any subsidiary or affiliated corporation.  The
	functions of the Governance and Compensation Committee shall be (a) to
	identify and make recommendations to the Board of Directors regarding
	candidates for election to the Board, (b) to review and make
	recommendations to the Board of Directors regarding the renomination of
	incumbent directors, (c) to perform other related tasks, such as
	studying the size, committee structure or meeting frequency of the
	board, making studies or recommendations regarding management
	succession, or tasks of similar character as may be requested from time
	to time by the Board of Directors or the Chairman, (d) to establish the
	compensation of the Chairman of the Corporation, (e) to consult with
	the Chairman with respect to the compensation of officers and executive
	employees of the corporation and its subsidiaries, and (f) to undertake
	such additional similar functions and activities as may be required by
	other compensation plans maintained by the Corporation or as may be
	requested from time to time by the Board of Directors.

	The Board of Directors, by resolution of a majority of the whole Board,
	shall designate one member of the Governance and Compensation Committee
	to act as chairman of the Committee.  The Committee member so
	designated shall (a) chair all meetings of the Committee, (b) chair
	meetings involving only non-employee directors, (c) coordinate an
	annual performance evaluation of the Corporation, (d) coordinate the
	evaluation of the performance of the Chairman, and (e) perform such
	other activities as from time to time are requested by the other
	directors.

	Section 13.  Management Incentive Plan Committee.  The Board of
	Directors may appoint a Management Incentive Plan Committee, consisting
	of not less than three (3) members, or former members of the Board.
	The Management Incentive Plan Committee shall administer and interpret
	the Skyline Corporation Management Incentive Plan dated January 8,
	1968.  No member of the Committee shall be eligible to receive an award
	pursuant to the Plan, or be eligible for selection as a person to whom
	stock may be allocated or stock options granted pursuant to any other
	plan of the Corporation or any of its affiliates at any time while he
	is serving on the Committee; and no member of the Committee shall have
	been so eligible at any time within one year prior to the  time that he
	becomes a member of the Committee.

	Section 14.  Audit Committee.  The Board of Directors may appoint an
	Audit Committee, consisting of not less than three (3) members of the
	Board.  The Audit Committee shall, from time to time, meet with
	representatives of the independent certified public accountants then
	servicing the corporation, review the corporation's systems of internal
	controls and take necessary action to see that an adequate system of
	internal auditing is implemented.  The Audit Committee may also
	nominate independent auditors and select and establish accounting
	policies.  All business transacted by the Committee shall be submitted
	to the Board of Directors at their next regular or special meeting for
	their consideration and approval or rejection.  The Board of Directors
	shall have the power at any time to fill vacancies in, to change the
	membership of, or to dissolve the Audit Committee.

ARTICLE V
OFFICERS OF THE CORPORATION

	Section 1.  Officers.  The officers of the corporation shall consist of
	a president, one or more vice presidents or senior vice-presidents, a
	secretary, an assistant secretary, a corporate controller and a
	treasurer.  Any two or more offices may be held by the same person,
	except that the duties of the president and secretary shall not be
	performed by the same person.  The board of directors by resolution
	may create and define the duties of other offices in the corporation,
	and may elect or appoint persons to fill such offices.

	Section 2.  Vacancies.  Whenever any vacancies shall occur in any
	office by death, resignation, increase in the number of offices of the
	corporation, or otherwise, the same shall be filled by the board of
	directors, and the officer so elected shall hold office until his
	successor is chosen and qualified.

	Section 3.  President.  The president shall perform such duties as this
	code of by-laws provides, or the board of directors may prescribe.

	Section 4.  Executive Vice-President.  The executive vice-president
	shall perform all duties incumbent upon the president during the
	absence or disability of the president, and perform such other duties
	as this code of by-laws may require or the board of directors may
	prescribe.

	Section 5.  Secretary.  The secretary shall have the custody and care
	of the corporate seal, records, minutes and stock books of the
	corporation.  He shall attend all meetings of the shareholders and of
	the board of directors, and shall keep, or cause to be kept in a book
	provided for the purpose, a true and complete record of the proceedings
	of such meetings, and shall perform a like duty for all standing
	committees appointed by the board of directors, when required.  He
	shall attend to the giving and serving of all notices of the
	corporation, shall file and take charge of all papers and documents
	belonging to the corporation and shall perform such other duties as
	this code of by-laws may require or the board of directors may
	prescribe.

	Section 6.  Treasurer.  The treasurer shall keep correct and complete
	records of account, showing accurately at all times the financial
	condition of the corporation.  He shall be the legal custodian of all
	moneys, notes, securities and other valuables which may from time to
	time come into the possession of the corporation.  He shall immediately
	deposit all funds of the corporation coming into his hands in some
	reliable bank or other depositary to be designated by the board of
	directors, and shall keep such bank account in the name of the
	corporation.  He shall furnish at meetings of the board of directors,
	or whenever requested, a statement of the financial condition of the
	corporation, and shall perform such other duties as this code of
	by-laws may require or the board of directors may prescribe.  The
	treasurer may be required to furnish bond in such amount as shall be
	determined by the board of directors.

	Section 7.  Delegation of Authority.  In case of the absence of any
	officer of the corporation, or for any other reason that the board of
	directors may deem sufficient, the board of directors may delegate the
	powers or duties of such officer to any other officer or to any
	director, for the time being, provided a majority of the entire board
	of directors concurs therein.

	Section 8.  Execution of Documents. Unless otherwise provided by the
	board of directors, all contracts, leases, commercial paper, bonds,
	deeds, mortgages, and all other legal instruments or documents shall
	be signed by the vice-chairman of the board of directors and, if
	required, shall be attested by the secretary or assistant secretary.
	All certificates of stock shall be signed by the vice-chairman of the
	board of directors and the secretary or assistant secretary, or such
	other officers as may be designated by the Board of Directors.

	Section 9.  Loans to Officers.  No loan of money or property or any
	advance on account of services to be performed in the future shall be
	made to any officer or director of the corporation.

	Section 10.  Corporate Controller.  The Corporate Controller shall
	cause to be kept full and accurate books and accounts of all assets,
	liabilities and transactions of the corporation.  The Corporate
	Controller shall establish and administer an adequate plan for the
	control of operations, including systems and procedures required to
	properly maintain internal controls on all financial transactions of
	the corporation.  The Corporate Controller shall prepare, or cause to
	be prepared, statements of the financial condition of the corporation
	and proper profit and loss statements covering the operations of the
	corporation and such other and additional financial statements, if any,
	as the Board of Directors or Chief Financial Officer from time to time
	shall require.  The Corporate controller also shall perform such other
	duties as may be assigned by the Board of Directors, from time to time.

ARTICLE VI
CORPORATE BOOKS

	Section 1.  Place of Keeping, In General.  Except as otherwise provided
	by the laws of the State of Indiana, by the Articles of Incorporation
	of the corporation or by these by-laws, the books and records of the
	corporation may be kept at such place or places, within or without the
	State of Indiana, as the board of directors may from time to time by
	resolution determine.

	Section 2.  Transfer Agent and Registrar, and Closing of Transfer
	Books.  The Board of Directors may appoint one or more transfer agents
	and one or more registrars of transfers, and the principal transfer
	agent shall keep a stock transfer book for the transfer of all shares
	of the capital stock of the Corporation.

	The Board of Directors may fix the time, not exceeding fifty days
	preceding the date of any meeting of stockholders or any dividend
	payment date or any date for the allotment of rights, or the date when
	any change or conversion or exchange of capital stock shall go into
	effect, during which the books of the Corporation shall be closed
	against transfers of stock.  In lieu of providing for the closing of
	the books against transfers of stock as aforesaid, the Board of
	Directors from time to time may fix in advance a date, not exceeding
	fifty days preceding the date of any meeting of stockholders, or the
	date for the payment of any dividend, or the date for any allotment of
	rights, or the date when any change or conversion or exchange of
	capital stock shall go into effect, as a record date for the
	determination of the stockholders entitled to notice of and to vote at
	such meeting and any adjournment thereof, or entitled to receive such
	dividends or allotment of rights, or to exercise the rights in respect
	of any such change, conversion or exchange of capital stock, as the
	case may be; and only stockholders of record on such date shall be
	entitled to notice of or  to vote at such meeting or to receive such
	dividends or allotment of rights, or to exercise such rights in respect
	of any such change, conversion or exchange of capital stock, as the
	case may be.

ARTICLE VII
AMENDMENTS

	Section 1.  Amendments.  By-laws may be adopted, amended or repealed at
	any meeting of the Board of Directors by the vote of a majority
	thereof, unless the Articles of Incorporation provide for the adoption,
	amendment or repeal by the shareholders, in which event, action thereon
	may be taken at any meeting of the shareholders by the vote of a
	majority of the voting shares outstanding.