EXHIBIT 99.4

                                LADISH CO., INC.

                          AMENDED AND RESTATED BY-LAWS

                                   ARTICLE I

                                     OFFICES

     Section 1. The registered office shall be located in Cudahy, Wisconsin.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Wisconsin as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall
be held at the registered office of the corporation, in the State of Wisconsin,
or at such place, within or without the State of Wisconsin as may be fixed from
time to time by the board of directors.

     Section 2. Annual meetings of shareholders, shall be held on each
anniversary of the beginning of the corporation's existence, or at such other
time as the board of directors may designate, at which they shall elect by a
plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.

                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Wisconsin as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called

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by the president, the board of directors, or the holders of not less than
one-tenth of all the shares entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders 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.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his or her duly authorized attorney-in-fact.

     Section 4. Any action required to be taken at a meeting of the shareholders
may be taken without a meeting if a consent in writing, setting forth the action
so taken is provided to all shareholders, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof.

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                                   ARTICLE V

                                   DIRECTORS

     Section 1. The number of directors shall be one or more, as fixed from time
to time by resolution of the board of directors. Directors need not be residents
of the State of Wisconsin nor shareholders of the corporation. The directors,
other than the first board of directors, shall be elected at the annual meeting
of the shareholders, and each director elected shall serve until the next
succeeding annual meeting and until his or her successor shall have been elected
and qualified. The first board of directors shall hold office until the first
annual meeting of shareholders.

     Section 2. Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the directors
then in office, though less than a quorum, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and qualified. Providing, however, a vacancy created by the removal of a
director by the shareholders may be filled by the shareholders.

     Section 3. The business affairs of the corporation shall be managed by 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 articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
Wisconsin, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of Wisconsin.

     Section 2. 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 shareholders
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, or it may convene at such place and time as shall be
fixed by the consent in writing of all the directors.

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     Section 3. Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the board. The board of directors may conduct meetings
telephonically, provided that a quorum of directors are telephonically connected
and the secretary has confirmed the identity of each director by having him/her
state their respective birth date.

     Section 4. Special meetings of the board of directors may be called by the
president either personally or by mail on five days' notice to each director, or
between April 28, 2003 and through the 2003 Annual Meeting of Shareholders by
telephone or telegram on twenty-four (24) hours' notice; special meetings shall
be called by the president or secretary in like manner and on like notice on the
written request of two directors.

     Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

     Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.

                                  ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate three
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors. The executive committee shall keep regular
minutes of its proceedings and report the same to the board when required.

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                                  ARTICLE VIII

                                     NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these by-laws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his or her address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or under the provisions of the articles of incorporation or
these by-laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, one or more vice-presidents, a
secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors. Section 5. The officers of the corporation
shall hold office until their successors are chosen and qualified. Any officer
elected or appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy occurring
in any office at the corporation shall be filled by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office at the
corporation shall be filled by the board of directors.

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                                  THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7. The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He or she shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he or she shall be. He or she shall have
custody of the corporate seal of the corporation and he or she, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his or her signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

     Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable

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effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.

     Section 12. The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his or her transactions as treasurer and of the financial condition of the
corporation.

     Section 13. If required by the board of directors, the treasurer shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his or her office and for the restoration to the corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Wisconsin.

     Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is manually countersigned on
behalf of a transfer agent, or a registrar, other than the corporation itself or
an employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date
of its issue.

                                LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost

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or destroyed. When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

     Section 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                             REGISTERED SHAREHOLDERS

     Section 6. 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
Wisconsin.

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                             RECORD OF SHAREHOLDERS

     Section 7. The officer or agent having charge of the stock transfer books
for shares of a corporation shall before each meeting of shareholders, make a
complete record of the shareholders entitled to vote at such meeting or any
adjournment thereof, with the address of and the number of shares held by each,
with record shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purpose of the meeting. The original stock transfer books
shall be prima facie evidence as to who are the shareholders entitled to examine
such record or transfer books or to vote at any meeting of shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends 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, subject to any provisions of the
articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any 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 interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3. 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

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Wisconsin". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

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                                  ARTICLE XII

                                   AMENDMENTS

     Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted (a) at any regular or special meeting of shareholders at which a
quorum is present or represented, by the affirmative vote of a majority of the
stock entitled to vote, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting, or (b) by the affirmative
vote of a majority of the board of directors at any regular or special meeting
of the board. However, the shareholders shall have authority to change or repeal
any bylaws adopted by the directors.

                                  ARTICLE XIII

                                INDEMNIFICATION

     Section 1. The corporation shall indemnify any of its directors or officers
who is a party or threatened to be made a party to any threatened or pending
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he/she is or was a director or officer
of the corporation, to the maximum extent allowed or mandated by the laws of the
State of Wisconsin.

     Section 2. The corporation shall indemnify any employee of the corporation
who is a party or threatened to be made a party to any threatened or pending
action, suit or proceeding, whether civil, criminal or investigative (other than
an action by or on behalf of the corporation) by reason of the fact that he/she
is or was an employee of the corporation, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding except that no
indemnification shall be made in respect to any issue or matter as to which such
employee shall have been adjudged to be liable for negligence or misconduct in
the performance of duty to the corporation, or, with respect to any criminal
action or proceeding, shall have been adjudged to have no reasonable cause to
believe his or her conduct was lawful, unless the court in which such action or
suit is brought shall determine that, despite the adjudication of liability or
lack of reasonable cause but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses.

          (a) In order to invoke the indemnification provisions of this Section,
     an employee must provide written notification to the board of directors (or
     the executive committee) of the corporation, of that individual's request
     for indemnification. By requesting indemnification, an employee shall agree
     to allow the corporation to participate in, and/or assume the defense of,
     any action, suit or proceeding.

          (b) Expenses, including attorneys' fees incurred in defending an
     action, suit or proceeding may be paid by the corporation in advance of
     final disposition of such action, suit or proceeding as authorized in this
     Section

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     upon receipt of an undertaking by or on behalf of an employee to repay such
     amount should it ultimately be determined that the individual was not
     entitled to be indemnified by the corporation pursuant to this Section.

     Section 3. The indemnification provided by this Article shall not be deemed
exclusive of any other right to which an indemnified person may be entitled as a
matter of law.

     Section 4. Determination of the Right to Indemnification.

          (a) Unless otherwise provided by the articles of incorporation or by
     written agreement between the director, officer or employee and the
     corporation, the director, officer or employee seeking indemnification
     under Sections 1 or 2 of this Article shall select one of the following
     means for determining his or her right to indemnification:

                    (i) By independent legal counsel; provided, that such
               counsel shall be mutually selected by such director, officer or
               employee and by a majority vote of a disinterested quorum or, if
               unable to obtain such a quorum or committee, by a majority vote
               of the full board of directors, including directors who are
               parties to the same or related proceedings;

                    (ii) By a panel of three arbitrators selected from the
               panels of arbitrators of the American Arbitration Association in
               Milwaukee, Wisconsin; provided that (A) one arbitrator shall be
               selected by such director, officer or employee, the second
               arbitrator shall be selected by a majority vote of a
               disinterested quorum or, if a disinterested quorum cannot be
               obtained, then by a majority vote of the board and the third
               arbitrator shall be selected by the two arbitrators previously
               selected; and (B) in all other respects, such panel shall be
               governed by the American Arbitration Association's then existing
               Commercial Arbitration Rules;

                    (iii) By a court pursuant to and in accordance with Section
               180.0854 of the Wisconsin Business Corporation Law; or

                    (iv) By an affirmative vote of shares represented at a
               meeting of shareholders at which a quorum is present. Shares
               owned by or voted under the control of, persons who are at the
               time parties to the same or related proceedings, whether as
               plaintiffs or defendants or in any other capacity, may not be
               voted in making the determination;

     provided, however, that following a change of control (as defined below) of
     the corporation, with respect to all matters thereafter arising out of
     acts, omissions or events prior to the change of control of the corporation
     concerning the rights of

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     any person seeking indemnification under this Article, such determination
     shall be made by independent legal counsel selected by such person and
     approved by the board of directors or its committee in the manner described
     in Section 4(a)(i) above (which approval shall not be unreasonably
     withheld), which counsel has not otherwise performed services (other than
     in connection with similar matters) within the three years preceding its
     engagement to render such opinion for such person or for the corporation or
     any affiliates (as such term is defined in Rule 405 under the Securities
     Act of 1933, as amended) of the corporation (whether or not they were
     affiliates when services were so performed) ("Independent Counsel"). Unless
     such person has theretofore selected Independent Counsel pursuant to this
     Section 4 and such Independent Counsel has been approved by the
     corporation, legal counsel approved by a resolution or resolutions of the
     board of directors of the corporation prior to a change of control of the
     corporation shall be deemed to have been approved by the corporation as
     required. Such Independent Counsel shall determine as promptly as
     practicable whether and to what extent such person would be permitted to be
     indemnified under applicable law and shall render its written opinion to
     the corporation and such person to such effect. In making a determination
     under this Section 4, the independent legal counsel and Independent Counsel
     referred to above shall determine that indemnification is permissible
     unless clearly precluded by this Article or the applicable provisions of
     the Wisconsin Business Corporation Law. The corporation agrees to pay the
     reasonable fees of the Independent Counsel referred to above and to fully
     indemnify such Independent Counsel against any and all expenses, claims,
     liabilities and damages arising out of or relating to this Article or its
     engagement pursuant hereto.

          (b) A "change of control" shall occur when any person who or which,
     together with all affiliates and associates of such person, shall be the
     beneficial owner of voting securities representing 30% or more of the
     voting power of the voting securities of the corporation then outstanding,
     but shall not include the (i) corporation, (ii) any subsidiary of the
     corporation, (iii) any employee benefit plan of the corporation or any
     subsidiary of the corporation, (iv) any entity holding voting securities
     for or pursuant to the terms of any such plan or (v) any trustee,
     administrator or fiduciary of such a plan. Notwithstanding the foregoing:

               (i) A change of control shall not occur as a result of an
          acquisition of voting securities by the corporation which, by reducing
          the number of voting securities outstanding, increases the
          proportionate number of shares beneficially owned by any person of the
          voting securities representing 30% or more of the voting power of the
          voting securities of the corporation then outstanding; provided,
          however, that if there would be a change of control by reason of share
          purchases by the corporation and, after such share purchases by the
          corporation, any person becomes the beneficial owner of any additional
          voting securities of the corporation at any time that the person is

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          or thereby becomes the beneficial owner of voting securities
          representing 30% or more of the voting power of the voting securities
          of the corporation then outstanding (other than voting securities
          acquired solely as a result of corporate action of the corporation
          caused, directly or indirectly, by such person), then a change of
          control shall be deemed to have occurred.

               (ii) If the board of directors of the corporation determines in
          good faith that a change of control, as defined pursuant to the
          foregoing provisions of this paragraph (b), has occurred
          inadvertently, and the acquiring person divests as promptly as
          practicable a sufficient number of voting securities so that there
          would no longer be a change of control, as defined pursuant to the
          foregoing provisions of this paragraph (b), then a change of control
          shall not be deemed to have occurred.

          (c) In any determination under (a), the burden of proof is on the
     corporation to prove by clear and convincing evidence that indemnification
     under Section 1 or 2 of this Article should not be allowed.

          (d) A written determination as to a director's, officer's or
     employee's indemnification under Sections 1 or 2 of this Article shall be
     submitted to both the corporation and the director, officer or employee
     within 60 days of the selection made under (a).

          (e) The corporation shall pay all expenses incurred by the director,
     officer or employee in the determination process under (a).

     Section 5. The corporation may purchase and maintain insurance on behalf of
any individual who is a director, officer or employee of the corporation against
liability asserted against or incurred by the individual in his or her capacity
as a director, officer or employee, regardless of whether the corporation is
required or authorized to indemnify or allow expenses to the individual against
the same liability under Sections 1 or 2 of this Article.

     Section 6. The provisions of this Article shall be applicable to all
proceedings commenced after its adoption, whether such arise out of events,
acts, omissions or circumstances which occurred or existed prior or subsequent
to such adoption, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such person. This Article shall be deemed to grant each person
who is entitled to indemnification hereunder rights against the corporation to
enforce the provisions of this Article, and any repeal or other modification of
this Article or any repeal or modification of the Wisconsin Business Corporation
Law or any other applicable law shall not limit any rights of indemnification
then existing or arising out of events, acts, omissions, circumstances occurring
or existing prior to such repeal or modification, including, without limitation,
the right to indemnification for proceedings commenced after such repeal or
modification to enforce

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this Article with regard to acts, omissions, events or circumstances occurring
or existing prior to such repeal or modification.



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