(Restated/approved 7/23/99)
                                                                  Amended 5/7/01






                                     BY-LAWS



                                       OF



                                  GEHL COMPANY



<PAGE>

                               ARTICLE I. OFFICES

          1.01. Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

          1.02. Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors. The business office of the registered
agent of the corporation shall be identical to such registered office.

                            ARTICLE II. SHAREHOLDERS

          2.01. Annual Meeting. The annual meeting of shareholders (the "Annual
Meeting") shall be held each year at 7:00 P.M. (Central Time) on the last
Thursday in April, or at such other time and date as may be fixed by or under
the authority of the Board of Directors, for the purpose of electing that number
of directors equal to the number of directors in the class whose term expires at
the time of the Annual Meeting and for the transaction of such other business as
may properly come before the Annual Meeting in accordance with Section 2.14 of
these by-laws. If the day fixed for the Annual Meeting is a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. In fixing a meeting date for any Annual Meeting, the Board of Directors may
consider such factors as it deems relevant within the good faith exercise of its
business judgment.

          2.02. Special Meetings.

          (a) A special meeting of shareholders (a "Special Meeting") may be
called only by (i) the President or (ii) the Board of Directors and shall be
called by the President upon the demand, in accordance with this Section 2.02,
of the holders of record of shares representing at least 10% of all the votes
entitled to be cast on any issue proposed to be considered at the Special
Meeting.

          (b) In order that the corporation may determine the shareholders
entitled to demand a Special Meeting, the Board of Directors may fix a record
date to determine the shareholders entitled to make such a demand (the "Demand
Record Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than 10 days after the date upon which the resolution
fixing the Demand Record Date is adopted by the Board of Directors. Any
shareholder of record seeking to have shareholders demand a Special Meeting
shall, by sending written notice to the Secretary of the corporation by hand or
by certified or registered mail, return receipt requested, request the Board of
Directors to fix a Demand Record Date. The Board of Directors shall promptly,
but in all events within 10 days after the date on which a valid request to fix
a Demand Record Date is received, adopt a resolution fixing the Demand Record
Date and shall make a public announcement of such Demand Record Date. If no
Demand Record Date has


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been fixed by the Board of Directors within 10 days after the date on which such
request is received by the Secretary, the Demand Record Date shall be the 10th
day after the first date on which a valid written request to set a Demand Record
Date is received by the Secretary. To be valid, such written request shall set
forth the purpose or purposes for which the Special Meeting is to be held, shall
be signed by one or more shareholders of record (or their duly authorized
proxies or other representatives), shall bear the date of signature of each such
shareholder (or proxy or other representative) and shall set forth all
information about each such shareholder and about the beneficial owner or
owners, if any, on whose behalf the request is made that would be required to be
set forth in a shareholder's notice described in paragraph (a)(ii) of Section
2.14 of these by-laws.

          (c) In order for a shareholder or shareholders to demand a Special
Meeting, a written demand or demands for a Special Meeting by the holders of
record as of the Demand Record Date of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be considered at the
Special Meeting must be delivered to the corporation. To be valid, each written
demand by a shareholder for a Special Meeting shall set forth the specific
purpose or purposes for which the Special Meeting is to be held (which purpose
or purposes shall be limited to the purpose or purposes set forth in the written
request to set a Demand Record Date received by the corporation pursuant to
paragraph (b) of this Section 2.02), shall be signed by one or more persons who
as of the Demand Record Date are shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of signature
of each such shareholder (or proxy or other representative), and shall set forth
the name and address, as they appear in the corporation's books, of each
shareholder signing such demand and the class and number of shares of the
corporation which are owned of record and beneficially by each such shareholder,
shall be sent to the Secretary by hand or by certified or registered mail,
return receipt requested, and shall be received by the Secretary within 70 days
after the Demand Record Date.

          (d) The corporation shall not be required to call a Special Meeting
upon shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 2.02, the Secretary receives a written agreement
signed by each Soliciting Shareholder (as defined below), pursuant to which each
Soliciting Shareholder, jointly and severally, agrees to pay the corporation's
costs of holding the Special Meeting, including the costs of preparing and
mailing proxy materials for the corporation's own solicitation, provided that if
each of the resolutions introduced by any Soliciting Shareholder at such meeting
is adopted, and each of the individuals nominated by or on behalf of any
Soliciting Shareholder for election as director at such meeting is elected, then
the Soliciting Shareholders shall not be required to pay such costs. For
purposes of this paragraph (d), the following terms shall have the meanings set
forth below:

               (i) "Affiliate" of any Person (as defined herein) shall mean any
          Person controlling, controlled by or under common control with such
          first Person.

               (ii) "Participant" shall have the meaning assigned to such term
          in Rule 14a-11 promulgated under the Securities Exchange Act of 1934,
          as amended (the "Exchange Act").


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               (iii) "Person" shall mean any individual, firm, corporation,
          partnership, joint venture, association, trust, unincorporated
          organization or other entity.

               (iv) "Proxy" shall have the meaning assigned to such term in Rule
          14a-1 promulgated under the Exchange Act.

               (v) "Solicitation" shall have the meaning assigned to such term
          in Rule 14a-11 promulgated under the Exchange Act.

               (vi) "Soliciting Shareholder" shall mean, with respect to any
          Special Meeting demanded by a shareholder or shareholders, any of the
          following Persons:

                    (A) if the number of shareholders signing the demand or
               demands of meeting delivered to the corporation pursuant to
               paragraph (c) of this Section 2.02 is 10 or fewer, each
               shareholder signing any such demand;

                    (B) if the number of shareholders signing the demand or
               demands of meeting delivered to the corporation pursuant to
               paragraph (c) of this Section 2.02 is more than 10, each Person
               who either (I) was a Participant in any Solicitation of such
               demand or demands or (II) at the time of the delivery to the
               corporation of the documents described in paragraph (c) of this
               Section 2.02 had engaged or intended to engage in any
               Solicitation of Proxies for use at such Special Meeting (other
               than a Solicitation of Proxies on behalf of the corporation); or

                    (C) any Affiliate of a Soliciting Shareholder, if a majority
               of the directors then in office determine, reasonably and in good
               faith, that such Affiliate should be required to sign the written
               notice described in paragraph (c) of this Section 2.02 and/or the
               written agreement described in this paragraph (d) in order to
               prevent the purposes of this Section 2.02 from being evaded.

          (e) Except as provided in the following sentence, any Special Meeting
shall be held at such hour and day as may be designated by whichever of the
President or the Board of Directors shall have called such meeting. In the case
of any Special Meeting called by the President upon the demand of shareholders
(a "Demand Special Meeting"), such meeting shall be held at such hour and day as
may be designated by the Board of Directors; provided, however, that the date of
any Demand Special Meeting shall be not more than 70 days after the Meeting
Record Date (as defined in Section 2.05 hereof); and provided further that in
the event that the directors then in office fail to designate an hour and date
for a Demand Special Meeting within 10 days after the date that valid written
demands for such meeting by the holders of record as of the Demand Record Date
of shares representing at least 10% of all the votes entitled to be cast on each
issue proposed to be considered at the Special Meeting are delivered to the
corporation (the "Delivery Date"), then such meeting shall be held at 2:00 P.M.
(Central Time) on the 100th day


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after the Delivery Date or, if such 100th day is not a Business Day (as defined
below), on the first preceding Business Day. In fixing a meeting date for any
Special Meeting, the President or the Board of Directors may consider such
factors as he or it deems relevant within the good faith exercise of his or its
business judgment, including, without limitation, the nature of the action
proposed to be taken, the facts and circumstances surrounding any demand for
such meeting, and any plan of the Board of Directors to call an Annual Meeting
or a Special Meeting for the conduct of related business.

          (f) The corporation may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the corporation
until the earlier of (i) 5 Business Days following receipt by the Secretary of
such purported demand and (ii) such date as the independent inspectors certify
to the corporation that the valid demands received by the Secretary represent at
least 10% of all the votes entitled to be cast on each issue proposed to be
considered at the Special Meeting. Nothing contained in this paragraph (f) shall
in any way be construed to suggest or imply that the Board of Directors or any
shareholder shall not be entitled to contest the validity of any demand, whether
during or after such 5 Business Day period, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto).

          (g) For purposes of these by-laws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Wisconsin are authorized or obligated by law or executive order to
close.

          2.03. Place of Meeting. The Board of Directors or the President may
designate any place, either within or without the State of Wisconsin, as the
place of meeting for any Annual Meeting or for any Special Meeting, or for any
postponement thereof. If no designation is made, the place of meeting shall be
the principal office of the corporation in the State of Wisconsin. Any meeting
may be adjourned to reconvene at any place designated by vote of the Board of
Directors or by the President.

          2.04. Notice of Meeting. Written or printed notice stating the place,
day and hour of any Annual Meeting or Special Meeting shall be delivered not
less than 10 days (unless a longer period is required by the Wisconsin Business
Corporation Law) nor more than 70 days, before the date of such meeting, either
personally or by mail, by or at the direction of the Secretary to each
shareholder of record entitled to vote at such meeting and to other shareholders
as may be required by the Wisconsin Business Corporation Law. In the event of
any Demand Special Meeting, such notice of meeting shall be sent not more than
30 days after the Delivery Date. If mailed, notice pursuant to this Section 2.04
shall be deemed to be effective when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid. Unless otherwise
required by the Wisconsin Business Corporation Law or the restated articles of
incorporation, a notice of an Annual Meeting need not include a description of
the purpose for which the meeting is called. In the case of any Special Meeting,
(a) the notice of meeting shall describe any


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business that the Board of Directors shall have theretofore determined to bring
before the meeting and (b) in the case of a Demand Special Meeting, the notice
of meeting (i) shall describe any business set forth in the statement of purpose
of the demands received by the corporation in accordance with Section 2.02 of
these by-laws and (ii) shall contain all of the information required in the
notice received by the corporation in accordance with Section 2.14(b) of these
by-laws. If an Annual Meeting or Special Meeting is adjourned to a different
date, time or place, the corporation shall not be required to give notice of the
new date, time or place if the new date, time or place is announced at the
meeting before adjournment; provided, however, that if a new Meeting Record Date
for an adjourned meeting is or must be fixed, the corporation shall give notice
of the adjourned meeting to persons who are shareholders as of the new Meeting
Record Date.

          2.05. Fixing of Record Date. The Board of Directors may fix a future
date not less than 10 days and not more than 70 days prior to the date of any
Annual Meeting or Special Meeting as the record date for the determination of
shareholders entitled to notice of, or to vote at, such meeting (the "Meeting
Record Date"). In the case of any Demand Special Meeting, (i) the Meeting Record
Date shall be not later than the 30th day after the Delivery Date and (ii) if
the Board of Directors fails to fix the Meeting Record Date within 30 days after
the Delivery Date, then the close of business on such 30th day shall be the
Meeting Record Date. The shareholders of record on the Meeting Record Date shall
be the shareholders entitled to notice of and to vote at the meeting. Except as
provided by the Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of shareholders entitled to notice of or to vote at
any Annual Meeting or Special Meeting is effective for any adjournment of such
meeting unless the Board of Directors fixes a new Meeting Record Date, which it
shall do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. The Board of Directors may also fix a future
date as the record date for the purpose of determining shareholders entitled to
take any other action or determining shareholders for any other purpose. Such
record date shall be not more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
The record date for determining shareholders entitled to a distribution (other
than a distribution involving a purchase, redemption or other acquisition of the
corporation's shares) or a share dividend is the date on which the Board of
Directors authorizes the distribution or share dividend, as the case may be,
unless the Board of Directors fixes a different record date.


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          2.06. Voting Lists. After a Meeting Record Date has been fixed, the
corporation shall prepare a list of the names of all of the shareholders
entitled to notice of the meeting. The list shall be arranged by class or series
of shares, if any, and show the address of and number of shares held by each
shareholder. Such list shall be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder or his or her agent may,
on written demand, inspect and, subject to the limitations imposed by the
Wisconsin Business Corporation Law, copy the list, during regular business hours
and at his or her expense, during the period that it is available for inspection
pursuant to this Section 2.06. The corporation shall make the shareholders' list
available at the meeting and any shareholder or his or her agent or attorney may
inspect the list at any time during the meeting or any adjournment thereof.
Refusal or failure to prepare or make available the shareholders' list shall not
affect the validity of any action taken at an Annual Meeting or Special Meeting.

          2.07. Quorum and Voting Requirements; Postponements; Adjournments.

          (a) Shares entitled to vote as a separate voting group may take action
on a matter at any Annual Meeting or Special Meeting only if a quorum of those
shares exists with respect to that matter. If the corporation has only one class
of stock outstanding, such class shall constitute a separate voting group for
purposes of this Section 2.07. Except as otherwise provided in the restated
articles of incorporation or the Wisconsin Business Corporation Law, a majority
of the votes entitled to be cast on the matter shall constitute a quorum of the
voting group for action on that matter. Once a share is represented for any
purpose at any Annual Meeting or Special Meeting, other than for the purpose of
objecting to holding the meeting or transacting business at the meeting, it is
considered present for purposes of determining whether a quorum exists for the
remainder of the meeting and for any adjournment of that meeting unless a new
Meeting Record Date is or must be set for the adjourned meeting. If a quorum
exists, except in the case of the election of directors, action on a matter
shall be approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the restated articles of
incorporation, these by-laws or the Wisconsin Business Corporation Law requires
a greater number of affirmative votes. Unless otherwise provided in the restated
articles of incorporation, each director shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election of directors at any
Annual Meeting or Special Meeting at which a quorum is present.

          (b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however, that a Demand Special Meeting shall not be postponed beyond the 100th
day following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution of shareholders if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such meeting, by
the President or pursuant to a resolution of the Board of Directors. No notice
of the time and place of adjourned meetings need be given except


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as required by the Wisconsin Business Corporation Law. At any 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.

          2.08. Conduct of Meetings. The President, and in his absence a
Vice-President in the order provided under Section 4.06, and in their absence,
any person chosen by the shareholders present shall call any Annual Meeting or
Special Meeting to order and shall act as chairman of such meeting, and the
Secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

          2.09. Proxies. At any Annual Meeting or Special Meeting, a shareholder
entitled to vote may vote in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for the shareholder by signing an appointment
form, either personally or by his attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent of the
corporation authorized to tabulate votes. An appointment is valid for 11 months
from the date of its signing unless a different period is expressly provided in
the appointment form. Unless otherwise provided in the proxy, a proxy may be
revoked at any time before it is voted, either by written notice filed with the
Secretary or the acting secretary of the meeting or by oral notice given by the
shareholder to the presiding officer during the meeting. The presence of a
shareholder who has filed his proxy shall not of itself constitute a revocation.

          2.10. Voting of Shares. Each outstanding share shall be entitled to
one vote upon each matter submitted to a vote at an Annual Meeting or Special
Meeting, except to the extent that the voting rights of the shares of any class
or classes are enlarged, limited or denied by the Wisconsin Business Corporation
Law or by the restated articles of incorporation.

          2.11. Acceptance of Instruments Showing Shareholder Action. If the
name signed on a vote, consent, waiver or proxy appointment corresponds to the
name of the shareholder, the corporation, if acting in good faith, may accept
the vote, consent, waiver or proxy appointment and give it effect as the act of
a shareholder. If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of a shareholder, the corporation
may accept the vote, consent, waiver or proxy appointment and give it effect as
the act of the shareholder if any of the following apply:

          (a) The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.

          (b) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation is presented with respect to the vote, consent, waiver or proxy
appointment.

          (c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.


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          (d) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the shareholder is presented with respect to the vote, consent, waiver or proxy
appointment.

          (e) Two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.

          The corporation may reject a vote, consent, waiver or proxy
appointment if the Secretary or other officer or agent of the corporation who is
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

          2.12. Waiver of Notice by Shareholders. A shareholder may waive any
notice required by the Wisconsin Business Corporation Law, the restated articles
of incorporation or these by-laws before or after the date and time stated in
the notice. The waiver shall be in writing and signed by the shareholder
entitled to the notice, contain the same information that would have been
required in the notice under applicable provisions of the Wisconsin Business
Corporation Law (except that the time and place of meeting need not be stated)
and be delivered to the corporation for inclusion in the corporate records. A
shareholder's attendance at any Annual Meeting or Special Meeting, in person or
by proxy, waives objection to all of the following: (a) lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting or promptly upon arrival objects to holding the meeting or transacting
business at the meeting; and (b) consideration of a particular matter at the
meeting that is not within the purpose described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.

          2.13. Unanimous Consent without Meeting. Any action required or
permitted by the restated articles of incorporation or these by-laws or any
provision of the Wisconsin Business Corporation Law to be taken at an Annual
Meeting or Special Meeting, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

          2.14. Notice of Shareholder Business and Nomination of Directors.

          (a) Annual Meetings.

          (i) Nominations of persons for election to the Board of Directors of
     the corporation and the proposal of business to be considered by the
     shareholders may be made at an Annual Meeting (A) pursuant to the
     corporation's notice of meeting, (B) by or at the direction of the Board of
     Directors or (C) by any shareholder of the corporation who is a shareholder
     of record at the time of giving of notice provided for in this by-law and
     who is entitled to vote at the meeting and complies with the notice
     procedures set forth in this Section 2.14.


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          (ii) For nominations or other business to be properly brought before
     an Annual Meeting by a shareholder pursuant to clause (C) of paragraph
     (a)(i) of this Section 2.14, the shareholder must have given timely notice
     thereof in writing to the Secretary of the corporation. To be timely, a
     shareholder's notice shall be received by the Secretary of the corporation
     at the principal office of the corporation not less than 60 days nor more
     than 90 days prior to the last Thursday in the month of April; provided,
     however, that in the event that the date of the Annual Meeting is advanced
     by more than 30 days or delayed by more than 150 days from the last
     Thursday in the month of April, notice by the shareholder to be timely must
     be so received not earlier than the 90th day prior to the date of such
     Annual Meeting and not later than the close of business on the later of (x)
     the 60th day prior to such Annual Meeting and (y) the 10th day following
     the day on which public announcement of the date of such meeting is first
     made. Such shareholder's notice shall be signed by the shareholder of
     record who intends to make the nomination or introduce the other business
     (or his duly authorized proxy or other representative), shall bear the date
     of signature of such shareholder (or proxy or other representative) and
     shall set forth: (A) the name and address, as they appear on the
     corporation's books, of such shareholder and the beneficial owner or
     owners, if any, on whose behalf the nomination or proposal is made; (B) the
     class and number of shares of the corporation which are beneficially owned
     by such shareholder or beneficial owner or owners; (C) a representation
     that such shareholder is a holder of record of shares of the corporation
     entitled to vote at such meeting and intends to appear in person or by
     proxy at the meeting to make the nomination or introduce the other business
     specified in the notice; (D) in the case of any proposed nomination for
     election or re-election as a director, (I) the name and residence address
     of the person or persons to be nominated, (II) a description of all
     arrangements or understandings between such shareholder or beneficial owner
     or owners and each nominee and any other person or persons (naming such
     person or persons) pursuant to which the nomination is to be made by such
     shareholder, (III) such other information regarding each nominee proposed
     by such shareholder as would be required to be disclosed in solicitations
     of proxies for elections of directors, or would be otherwise required to be
     disclosed, in each case pursuant to Regulation 14A under the Exchange Act,
     including any information that would be required to be included in a proxy
     statement filed pursuant to Regulation 14A had the nominee been nominated
     by the Board of Directors and (IV) the written consent of each nominee to
     be named in a proxy statement and to serve as a director of the corporation
     if so elected; and (E) in the case of any other business that such
     shareholder proposes to bring before the meeting, (I) a brief description
     of the business desired to be brought before the meeting and, if such
     business includes a proposal to amend these by-laws, the language of the
     proposed amendment, (II) such shareholder's and beneficial owner's or
     owners' reasons for conducting such business at the meeting and (III) any
     material interest in such business of such shareholder and beneficial owner
     or owners.

          (iii) Notwithstanding anything in the second sentence of paragraph
     (a)(ii) of this Section 2.14 to the contrary, in the event that the number
     of directors to be elected to the Board of Directors of the corporation is
     increased and there is no public announcement naming all of the nominees
     for director or specifying the size of the


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     increased Board of Directors made by the corporation at least 70 days prior
     to the last Thursday in the month of April, a shareholder's notice required
     by this Section 2.14 shall also be considered timely, but only with respect
     to nominees for any new positions created by such increase, if it shall be
     received by the Secretary at the principal office of the corporation not
     later than the close of business on the 10th day following the day on which
     such public announcement is first made by the corporation.

          (b) Special Meetings. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent to
shareholders pursuant to Section 2.04 of these by-laws. Nominations of persons
for election to the Board of Directors may be made at a Special Meeting at which
directors are to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the
corporation who (A) is a shareholder of record at the time of giving of such
notice of meeting, (B) is entitled to vote at the meeting and (C) complies with
the notice procedures set forth in this Section 2.14. Any shareholder desiring
to nominate persons for election to the Board of Directors at such a Special
Meeting shall cause a written notice to be received by the Secretary of the
corporation at the principal office of the corporation not earlier than 90 days
prior to such Special Meeting and not later than the close of business on the
later of (x) the 60th day prior to such Special Meeting and (y) the 10th day
following the day on which public announcement is first made of the date of such
Special Meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. Such written notice shall be signed by the shareholder
of record who intends to make the nomination (or his duly authorized proxy or
other representative), shall bear the date of signature of such shareholder (or
proxy or other representative) and shall set forth: (A) the name and address, as
they appear on the corporation's books, of such shareholder and the beneficial
owner or owners, if any, on whose behalf the nomination is made; (B) the class
and number of shares of the corporation which are beneficially owned by such
shareholder or beneficial owner or owners; (C) a representation that such
shareholder is a holder of record of shares of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the nomination specified in the notice; (D) the name and residence address
of the person or persons to be nominated; (E) a description of all arrangements
or understandings between such shareholder or beneficial owner or owners and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination is to be made by such shareholder; (F) such
other information regarding each nominee proposed by such shareholder as would
be required to be disclosed in solicitations of proxies for elections of
directors, or would be otherwise required to be disclosed, in each case pursuant
to Regulation 14A under the Exchange Act, including any information that would
be required to be included in a proxy statement filed pursuant to Regulation 14A
had the nominee been nominated by the Board of Directors; and (G) the written
consent of each nominee to be named in a proxy statement and to serve as a
director of the corporation if so elected.

          (c) General.

          (i) Only persons who are nominated in accordance with the procedures
     set forth in this Section 2.14 shall be eligible to serve as directors.
     Only such business shall be conducted at an Annual Meeting or Special
     Meeting as shall have been brought before such meeting in accordance with
     the procedures set forth in this Section 2.14. The chairman of the meeting
     shall have the power and duty to determine whether a nomination or any
     business proposed to be brought before the meeting was made in accordance
     with the procedures set forth in this Section 2.14 and, if any proposed
     nomination or business is not in compliance with this Section 2.14, to
     declare that such defective proposal shall be disregarded.


                                       10
<PAGE>

          (ii) For purposes of this Section 2.14, "public announcement" shall
     mean disclosure in a press release reported by the Dow Jones News Service,
     Associated Press or comparable national news service or in a document
     publicly filed by the corporation with the Securities and Exchange
     Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

          (iii) Notwithstanding the foregoing provisions of this Section 2.14, a
     shareholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this Section 2.14. Nothing in this Section 2.14 shall
     be deemed to limit the corporation's obligation to include shareholder
     proposals in its proxy statement if such inclusion is required by Rule
     14a-8 under the Exchange Act.

                         ARTICLE III. BOARD OF DIRECTORS

          3.01. General Powers and Number. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of its Board of Directors. The
number of directors of the corporation shall be nine (9), divided into three (3)
classes: Class I - three (3) directors; Class II - three (3) directors; Class
III - three (3) directors.

          3.02. Term and Qualifications. At each Annual Meeting the successors
to the class of directors whose terms shall expire at the time of such Annual
Meeting shall be elected to hold office until the third succeeding Annual
Meeting of shareholders, and until their successors are duly elected and
qualified. A director may resign at any time by delivering written notice which
complies with the Wisconsin Business Corporation Law to the Chairman of the
Board or to the corporation. Directors need not be residents of the State of
Wisconsin or shareholders of the corporation.

          3.03. Nominations. Nominations for the election of directors may only
be made in accordance with the requirements of Section 2.14 hereof, which
requirements are hereby incorporated by reference in this Section 3.03.

          3.04. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the Annual
Meeting, and each adjourned session thereof. The place of such regular meeting
shall be the same as the place of the Annual Meeting which precedes it, or such
other suitable place as may be announced at such Annual Meeting. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Wisconsin, for the holding of additional regular meetings
without other notice than such resolution.

          3.05. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, Secretary or any two directors.
The President or Secretary may fix any place, either within or without the State
of Wisconsin, as the place for holding any special meeting of the Board of
Directors, and if no other place is fixed, the place of meeting shall be the
principal office of the corporation in the State of Wisconsin.


                                       11
<PAGE>

          3.06. Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.04) shall be given by
written notice delivered or communicated in person, by telegram, facsimile or
other form of wire or wireless communication, or by mail or private carrier, to
each director at his business address or at such other address as such director
shall have designated in writing filed with the Secretary, in each case not less
than 48 hours prior to the time of the meeting. If mailed, such notice shall be
deemed to be effective when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be effective when the telegram is delivered to the telegraph
company. If notice is given by private carrier, such notice shall be deemed to
be effective when the notice is delivered to the private carrier. Whenever any
notice whatever is required to be given to any director of the corporation under
the restated articles of incorporation or these by-laws or any provision of the
Wisconsin Business Corporation Law, a waiver thereof in writing, signed at any
time, whether before or after the time of meeting, by the director entitled to
such notice, shall be deemed equivalent to the giving of such notice. The
corporation shall retain any such waiver as part of the permanent corporate
records. A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. 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.

          3.07. Quorum. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the restated articles of incorporation or these by-laws, a
majority of the number of directors set forth in Section 3.01 shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but a majority of the directors present (though less than such quorum) may
adjourn the meeting from time to time without further notice.

          3.08. Manner of Acting. The act of the majority of the directors
present at a 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 the Wisconsin
Business Corporation Law or by the restated articles of incorporation or these
by-laws.

          3.09. Conduct of Meetings. The Chairman of the Board, and in his
absence, the President, and in his absence, a Vice-President in the order
provided under Section 4.06, 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 the meeting. The Secretary of the corporation shall act
as secretary of all meetings of the Board of Directors, but in the absence of
the Secretary, the presiding officer may appoint any Assistant Secretary or any
director or any other person present to act as secretary of the meeting. Minutes
of any regular or special meeting of the Board of Directors shall be prepared
and distributed to each director.


                                       12
<PAGE>

          3.10. Compensation. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the corporation.

          3.11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless any of the following
occurs: (a) the director objects at the beginning of the meeting or promptly
upon his arrival to holding the meeting or transacting business at the meeting;
(b) the director's dissent or abstention from the action taken is entered in the
minutes of the meeting; or (c) the director delivers written notice that
complies with the Wisconsin Business Corporation Law of his dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the corporation immediately after adjournment of the meeting. Such right to
dissent or abstain shall not apply to a director who voted in favor of such
action.

          3.12. Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors set forth in Section
3.01 may create one or more committees, appoint members of the Board of
Directors to serve on the committees and designate other members of the Board of
Directors to serve as alternates. Alternate members of a committee shall take
the place of any absent member or members at any meeting of such committee upon
request of the President or upon request of the chairman of such meeting. Each
committee shall have two or more members who shall, unless otherwise provided by
the Board of Directors, serve at the pleasure of the Board of Directors. A
committee may be authorized to exercise the authority of the Board of Directors,
except that a committee may not do any of the following: (a) authorize
distributions; (b) approve or propose to shareholders action that the Wisconsin
Business Corporation Law requires to be approved by shareholders; (c) fill
vacancies on the Board of Directors or, unless the Board of Directors provides
by resolution that vacancies on a committee shall be filled by the affirmative
vote of the remaining committee members, on any Board committee; (d) amend the
corporation's restated articles of incorporation; (e) adopt, amend or repeal
by-laws; (f) approve a plan of merger not requiring shareholder approval; (g)
authorize or approve reacquisition of shares, except according to a formula or
method prescribed by the Board of Directors; and (h) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee to do so within
limits prescribed by the Board of Directors. Unless otherwise provided by the
Board of Directors in creating the committee, a committee may employ counsel,
accountants and other consultants to assist it in the exercise of its authority.


                                       13
<PAGE>

          3.13. Telephonic Meetings. Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
by-laws, members of the Board of Directors (and any committee thereof) may
participate in regular or special meetings by, or through the use of, any means
of communication by which all participants may simultaneously hear each other,
such as by conference telephone. If a meeting is conducted by such means, then
at the commencement of such meeting the presiding officer shall inform the
participating directors that a meeting is taking place at which official
business may be transacted. Any participant in a meeting by such means shall be
deemed present in person at such meeting. Notwithstanding the foregoing, no
action may be taken at any meeting held by such means on any particular matter
which the presiding officer determines, in his sole discretion, to be
inappropriate under the circumstances for action at a meeting held by such
means. Such determination shall be made and announced in advance of such
meeting.

          3.14. Unanimous Consent without Meeting. Any action required or
permitted by the restated articles of incorporation or these by-laws or any
provision of the Wisconsin Business Corporation Law to be taken by the Board of
Directors (or any committee thereof) at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all members of the Board of Directors or of the committee, as the case may be,
then in office. Such action shall be effective when the last director or
committee member signs the consent, unless the consent specifies a different
effective date.

                              ARTICLE IV. OFFICERS

          4.01. Number. The principal officers of the corporation shall be a
Chairman of the Board, a President, such number of Vice-Presidents as the Board
of Directors shall elect from time to time by affirmative vote of a majority of
the number of directors present at a meeting at which a quorum is in attendance,
a Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. The Board of Directors
may also authorize any duly appointed officer to appoint one or more officers or
assistant officers. Any two or more offices may be held by the same person.

          4.02. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each Annual
Meeting. 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.

          4.03. Removal; Vacancies. The Board of Directors may remove any
officer and, unless restricted by the Board of Directors or these by-laws, an
officer may remove any officer or assistant officer appointed by that officer,
at any time, with or without cause and notwithstanding the contract rights, if
any, of the officer removed. Election or appointment shall not of itself create
contract rights. An officer may resign at any time by delivering notice to the
corporation that complies with the Wisconsin Business Corporation Law. The
resignation shall be effective when the notice is delivered, unless the notice
specifies a later effective date and the corporation


                                       14
<PAGE>

accepts the later effective date. 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. If a resignation
of an officer is effective at a later date as contemplated by this Section 4.03,
the Board of Directors may fill the pending vacancy before the effective date if
the Board provides that the successor may not take office until the effective
date.

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

          4.05. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all Annual
Meetings and Special Meetings. He shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he shall deem necessary, to prescribe their
powers, duties and compensation, and to delegate authority to them. Such agents
and employees shall hold office at the discretion of the President. He shall
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, he 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. In general he shall perform all duties
incident to the office of the President and such other duties as may be
prescribed by the Board of Directors from time to time.

          4.06. The Vice-Presidents. In the absence of the President or in the
event of his death, inability or refusal to act, or in the event for any reason
it shall be impracticable for the President to act personally, the
Vice-President (or in the event there be more than one Vice-President, the
Vice-Presidents in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Any Vice-President
may sign, with the Secretary or Assistant Secretary, certificates for shares of
the corporation; and shall perform such other duties and have such authority as
from time to time may be delegated or assigned to him by the President or by the
Board of Directors. The execution of any instrument of the corporation by any
Vice-President shall be conclusive evidence, as to third parties, of his
authority to act in the stead of the President.

          4.07. The Secretary. The Secretary shall: (a) keep the minutes of all
Annual Meetings and Special Meetings and all meetings of the Board of Directors
in one or more books provided for that purpose (including records of actions
taken without a meeting); (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by the Wisconsin Business
Corporation 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


                                       15
<PAGE>

of which on behalf of the corporation under its seal is duly authorized; (d)
maintain a record of the shareholders of the corporation, in the form that
permits preparation of a list of the names and addresses of all shareholders, by
class or series of shares and showing the number and class or series of shares
held by each shareholder; (e) sign with the President, or a Vice-President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general charge
of the stock transfer books of the corporation; and (g) in general perform all
duties incident to the office of Secretary and have such other duties and
exercise such authority as from time to time may be delegated or assigned to him
by the President or by the Board of Directors.

          4.08. The Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
maintain appropriate accounting records; (c) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Section 5.04; and (d) in general perform all of the duties
incident to the office of Treasurer and have such other duties and exercise such
other authority as from time to time may be delegated or assigned to him by the
President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.

          4.09. Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a 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 and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

          4.10. Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint, or to authorize any duly appointed officer of
the corporation to appoint, any person to act as assistant to any officer, or as
agent for the corporation in his stead, 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 or other agent so appointed by the Board of
Directors or the appointing officer shall have the power to perform all 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 or the appointing officer.

          4.11. Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.


                                       16
<PAGE>

    ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

          5.01. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice-Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.

          5.02. Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

          5.03. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

          5.04. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

          5.05. Voting of Securities Owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he be present, or in his
absence by any Vice-President of this corporation who may be present, and (b)
whenever, in the judgment of the President, or in his absence, of any
Vice-President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the President or one of the
Vice-Presidents of this corporation, without necessity of any authorization by
the Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.


                                       17
<PAGE>

          5.06. No Nominee Procedures. The corporation has not established, and
nothing in these by-laws shall be deemed to establish, any procedure by which a
beneficial owner of the corporation's shares that are registered in the name of
a nominee is recognized by the corporation as the shareholder under Section
180.0723 of the Wisconsin Business Corporation Law.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

          6.01. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with the Wisconsin Business
Corporation Law, as shall be determined by the Board of Directors. Such
certificates shall be signed by the President or a Vice-President and by the
Secretary or an Assistant Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except as
provided in Section 6.06.

          6.02. Facsimile Signatures and Seal. The seal of the corporation on
any certificates for shares may be a facsimile. The signatures of the President
or Vice-President and the Secretary or Assistant Secretary upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation.

          6.03. Signature by Former Officers. In case any officer, who has
signed or whose facsimile signature has been placed upon any certificate for
shares, 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 were such
officer at the date of its issue.

          6.04. Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and powers of an owner.
Where a certificate for shares is presented to the corporation with a request to
register for transfer, the corporation shall not be liable to the owner or any
other person suffering loss as a result of such registration of transfer if (a)
there were on or with the certificate the necessary endorsements, and (b) the
corporation had no duty to inquire into adverse claims or has discharged any
such duty. The corporation may require reasonable assurance that said
endorsements are genuine and effective and compliance with such other
regulations as may be prescribed under the authority of the Board of Directors.

          6.05. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.


                                       18
<PAGE>

          6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, and (b) files with the corporation a sufficient indemnity bond,
and (c) satisfies such other reasonable requirements as the Board of Directors
may prescribe.

          6.07. Consideration for Shares. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed or other securities
of the corporation. Before the corporation issues shares, the Board of Directors
shall determine that the consideration received or to be received for the shares
to be issued is adequate. In the absence of a resolution adopted by the Board of
Directors expressly determining that the consideration received or to be
received is adequate, Board approval of the issuance of the shares shall be
deemed to constitute such a determination. The determination of the Board of
Directors is conclusive insofar as the adequacy of consideration for the
issuance of shares relates to whether the shares are validly issued, fully paid
and nonassessable. The corporation may place in escrow shares issued in whole or
in part for a contract for future services or benefits, a promissory note, or
other property to be issued in the future, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
benefits or property are received or the promissory note is paid. If the
services are not performed, the benefits or property are not received or the
promissory note is not paid, the corporation may cancel, in whole or in part,
the shares escrowed or restricted and the distributions credited.

          6.08. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation.

                                ARTICLE VII. SEAL

          7.01. The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, "Corporate Seal."

                            ARTICLE VIII. AMENDMENTS

          8.01. By Shareholders. The affirmative vote of shareholders possessing
at least seventy-five percent of the voting power of the then outstanding shares
of all classes of stock of the corporation generally possessing voting rights in
elections of directors, considered for this purpose as one class, shall be
required to amend, alter, change or repeal, or to adopt any provision
inconsistent with, Sections 2.01 to 2.05 inclusive of Article II of these
by-laws, Sections 8.01 to 8.03 inclusive of Article VIII of these by-laws and
Sections 9.01 to 9.11 inclusive of Article IX of these by-laws. Subject to the
foregoing and except as otherwise provided in the restated articles of
incorporation of the corporation, the by-laws of this


                                       19
<PAGE>

corporation may be altered, amended, changed or repealed by the affirmative vote
of shareholders possessing at least a majority of the voting power of the shares
of all classes of stock of the corporation generally possessing voting rights in
elections of directors considered for this purpose as one class, which are
present or represented at any Annual Meeting or Special Meeting at which a
quorum is present.

          8.02. By Directors. A Requisite Vote (as defined herein) of the
directors shall be required to alter, amend, change or repeal, or to adopt any
provision inconsistent with, Sections 2.01 to 2.05 inclusive, Section 2.07 and
Section 2.14 of Article II of these by-laws, Sections 8.01 to 8.03 inclusive of
Article VIII of these by-laws and Sections 9.01 to 9.11 inclusive of Article IX
of these by-laws. For purposes of this Section 8.02, "Requisite Vote" shall mean
the affirmative vote of at least two-thirds of the directors then in office plus
one director. Subject to the foregoing and except as otherwise provided in the
restated articles of incorporation of the corporation, the by-laws of this
corporation may be altered, amended, changed or repealed by the Board of
Directors by the affirmative vote of a majority of the number of directors
present at any meeting at which a quorum is present; provided, however, that the
shareholders in altering, adopting, amending, changing or repealing a particular
by-law may provide therein that the Board of Directors may not amend, repeal or
readopt that by-law.

          8.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
by-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of votes or the number of directors required to amend the
by-laws so that the by-laws would be consistent with such action, shall be given
the same effect as though the by-laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.

                           ARTICLE IX. INDEMNIFICATION

          9.01. Certain Definitions. All capitalized terms used in this Article
IX and not otherwise hereinafter defined in this Section 9.01 shall have the
meaning set forth in Section 180.0850 of the Statute. The following capitalized
terms (including any plural forms thereof) used in this Article IX shall be
defined as follows:

          (a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise
that directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Corporation.

          (b) "Authority" shall mean the entity selected by the Director or
Officer to determine his or her right to indemnification pursuant to Section
9.04.


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<PAGE>

          (c) "Board" shall mean the entire then elected and serving Board of
Directors of the Corporation, including all members thereof who are Parties to
the subject Proceeding or any related Proceeding.

          (d) "Breach of Duty" shall mean the Director or Officer breached or
failed to perform his or her duties to the Corporation and his or her breach of
or failure to perform those duties is determined, in accordance with Section
9.04, to constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4 of the
Statute.

          (e) "Corporation," as used herein and as defined in the Statute and
incorporated by reference into the definitions of certain other capitalized
terms used herein, shall mean this Corporation, including, without limitation,
any successor corporation or entity to this Corporation by way of merger,
consolidation or acquisition of all or substantially all of the capital stock or
assets of this Corporation.

          (f) "Director or Officer" shall have the meaning set forth in the
Statute; provided, that, for purposes of this Article IX, it shall be
conclusively presumed that any Director or Officer serving as a director,
officer, partner, trustee, member of any governing or decision-making committee,
employee or agent of an Affiliate shall be so serving at the request of the
Corporation.

          (g) "Disinterested Quorum" shall mean a quorum of the Board who are
not Parties to the subject Proceeding or any related Proceeding.

          (h) "Party" shall have the meaning set forth in the Statute; provided,
that, for purposes of this Article IX, the term "Party" shall also include any
Director or Officer or employee of the Corporation who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.

          (i) "Proceeding" shall have the meaning set forth in the Statute;
provided, that, in accordance with Section 180.0859 of the Statute and for
purposes of this Article IX, the term "Proceeding" shall also include all
Proceedings (i) brought under (in whole or in part) the Securities Act of 1933,
as amended, the Exchange Act, their respective state counterparts, and/or any
rule or regulation promulgated under any of the foregoing; (ii) brought before
an Authority or otherwise to enforce rights hereunder; (iii) any appeal from a
Proceeding; and (iv) any Proceeding in which the Director or Officer is a
plaintiff or petitioner because he or she is a Director or Officer; provided,
however, that any such Proceeding under this subsection (iv) must be authorized
by a majority vote of a Disinterested Quorum.

          (j) "Statute" shall mean Sections 180.0850 through 180.0859,
inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes, as the same shall then be in effect, including any
amendments thereto, but, in the case of any such amendment, only to the extent
such amendment permits or requires the Corporation to provide broader
indemnification rights than the Statute permitted or required the Corporation to
provide prior to such amendment.


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<PAGE>

          9.02. Mandatory Indemnification. To the fullest extent permitted or
required by the Statute, the Corporation shall indemnify a Director or Officer
against all Liabilities incurred by or on behalf of such Director or Officer in
connection with a Proceeding in which the Director or Officer is a Party because
he or she is a Director or Officer.

          9.03. Procedural Requirements.

          (a) A Director or Officer who seeks indemnification under Section 9.02
shall make a written request therefor to the Corporation. Subject to Section
9.03(b), within 60 days of the Corporation's receipt of such request, the
Corporation shall pay or reimburse the Director or Officer for the entire amount
of Liabilities incurred by the Director or Officer in connection with the
subject Proceeding (net of any Expenses previously advanced pursuant to Section
9.05).

          (b) No indemnification shall be required to be paid by the Corporation
pursuant to Section 9.02 if, within such 60-day period, (i) a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty
or (ii) a Disinterested Quorum cannot be obtained.

          (c) In either case of nonpayment pursuant to Section 9.03(b), the
Board shall immediately authorize by resolution that an Authority, as provided
in Section 9.04, determine whether the Director's or Officer's conduct
constituted a Breach of Duty and, therefore, whether indemnification should be
denied hereunder.

          (d) (i) If the Board does not authorize an Authority to determine the
Director's or Officer's right to indemnification hereunder within such 60-day
period and/or (ii) if indemnification of the requested amount of Liabilities is
paid by the Corporation, then it shall be conclusively presumed for all purposes
that a Disinterested Quorum has affirmatively determined that the Director or
Officer did not engage in misconduct constituting a Breach of Duty and, in the
case of subsection (i) above (but not subsection (ii)), indemnification by the
Corporation of the requested amount of Liabilities shall be paid to the Director
or Officer immediately.

          9.04. Determination of Indemnification.

          (a) If the Board authorizes an Authority to determine a Director's or
Officer's right to indemnification pursuant to Section 9.03, then the Director
or Officer requesting indemnification shall have the absolute discretionary
authority to select one of the following as such Authority:

          (i) An independent legal counsel; provided, that such counsel shall be
     mutually selected by such Director or Officer and by a majority vote of a
     Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then
     by a majority vote of the Board;

          (ii) A panel of three arbitrators selected from the panels of
     arbitrators of the American Arbitration Association in Wisconsin; provided,
     that (A) one arbitrator shall be selected by such Director or Officer, the
     second arbitrator shall be selected by a majority


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<PAGE>

     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 previously selected arbitrators, and (B) in
     all other respects, such panel shall be governed by the American
     Arbitration Association's then existing Commercial Arbitration Rules; or

          (iii) A court pursuant to and in accordance with Section 180.0854 of
     the Statute.

          (b) In any such determination by the selected Authority there shall
exist a rebuttable presumption that the Director's or Officer's conduct did not
constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required. The burden of rebutting such a presumption by
clear and convincing evidence shall be on the Corporation or such other party
asserting that such indemnification should not be allowed.

          (c) The Authority shall make its determination within 60 days of being
selected and shall submit a written opinion of its conclusion simultaneously to
both the Corporation and the Director or Officer.

          (d) If the Authority determines that indemnification is required
hereunder, the Corporation shall pay the entire requested amount of Liabilities
(net of any Expenses previously advanced pursuant to Section 9.05), including
interest thereon at a reasonable rate, as determined by the Authority, within 10
days of receipt of the Authority's opinion; provided, that, if it is determined
by the Authority that a Director or Officer is entitled to indemnification
against Liabilities incurred in connection with some claims, issues or matters,
but not as to other claims, issues or matters, involved in the subject
Proceeding, the Corporation shall be required to pay (as set forth above) only
the amount of such requested Liabilities as the Authority shall deem appropriate
in light of all of the circumstances of such Proceeding.

          (e) The determination by the Authority that indemnification is
required hereunder shall be binding upon the Corporation regardless of any prior
determination that the Director or Officer engaged in a Breach of Duty.

          (f) All Expenses incurred in the determination process under this
Section 9.04 by either the Corporation or the Director or Officer, including,
without limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.

          9.05. Mandatory Allowance of Expenses.

          (a) The Corporation shall pay or reimburse from time to time or at any
time, within 10 days after the receipt of the Director's or Officer's written
request therefor, the reasonable Expenses of the Director or Officer as such
Expenses are incurred; provided, the following conditions are satisfied:

          (i) The Director or Officer furnishes to the Corporation an executed
     written certificate affirming his or her good faith belief that he or she
     has not engaged in


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<PAGE>

     misconduct which constitutes a Breach of Duty; and

          (ii) The Director or Officer furnishes to the Corporation an unsecured
     executed written agreement to repay any advances made under this Section
     9.05 if it is ultimately determined by an Authority that he or she is not
     entitled to be indemnified by the Corporation for such Expenses pursuant to
     Section 9.04.

          (b) If the Director or Officer must repay any previously advanced
Expenses pursuant to this Section 9.05, such Director or Officer shall not be
required to pay interest on such amounts.

          9.06. Indemnification and Allowance of Expenses of Certain Others.

          (a) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify a director or
officer of an Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if such
director or officer incurred such Liabilities because he or she was a Director
or Officer, if such director or officer is a Party thereto because he or she is
or was a director or officer of the Affiliate.

          (b) The Corporation shall indemnify an employee of the Corporation who
is not a Director or Officer, to the extent he or she has been successful on the
merits or otherwise in defense of a Proceeding, for all reasonable Expenses
incurred in the Proceeding if the employee was a Party because he or she was an
employee of the Corporation.

          (c) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section 9.06(b) hereof) against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her duties
as such and who is not otherwise a Director or Officer.

          9.07. Insurance. The Corporation may purchase and maintain insurance
on behalf of a Director or Officer or any individual who is or was an employee
or authorized agent of the Corporation against any Liability asserted against or
incurred by such individual in his or her capacity as such or arising from his
or her status as such, regardless of whether the Corporation is required or
permitted to indemnify against any such Liability under this Article IX.

          9.08. Notice to the Corporation. A Director, Officer or employee of
the Corporation shall promptly notify the Corporation in writing when he or she
has actual knowledge of a Proceeding which may result in a claim of
indemnification against Liabilities or allowance of Expenses hereunder, but the
failure to do so shall not relieve the Corporation of any liability to the
Director, Officer or employee hereunder unless the Corporation shall have been
irreparably prejudiced by such failure (as determined, in the case of Directors
or Officers only, by an Authority selected pursuant to Section 9.04(a)).


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          9.09. Severability. If any provision of this Article IX shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article IX contravene public
policy, this Article IX 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, to be modified, amended and/or limited, but only to the extent
necessary to render the same valid and enforceable; it being understood that it
is the Corporation's intention to provide the Directors and Officers with the
broadest possible protection against personal liability allowable under the
Statute.

          9.10. Nonexclusivity of Article IX. The rights of a Director, Officer
or employee of the Corporation (or any other person) granted under this Article
IX shall not be deemed exclusive of any other rights to indemnification against
Liabilities or allowance of Expenses which the Director, Officer or employee (or
such other person) may be entitled to under any written agreement, Board
resolution, vote of shareholders of the corporation or otherwise, including,
without limitation, under the Statute. Nothing contained in this Article IX
shall be deemed to limit the Corporation's obligations to indemnify against
Liabilities or allow Expenses to a Director, Officer or employee of the
Corporation under the Statute.

          9.11. Contractual Nature of Article IX; Repeal or Limitation of
Rights. This Article IX shall be deemed to be a contract between the Corporation
and each Director, Officer and employee of the Corporation and any repeal or
other limitation of this Article IX or any repeal or limitation of the Statute
or any other applicable law shall not limit any rights of indemnification
against Liabilities or allowance of Expenses then existing or arising out of
events, acts or omissions occurring prior to such repeal or limitation,
including, without limitation, the right to indemnification against Liabilities
or allowance of Expenses for Proceedings commenced after such repeal or
limitation to enforce this Article IX with regard to acts, omissions or events
arising prior to such repeal or limitation.


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