5/28/97

                     RESTATED ARTICLES OF INCORPORATION
                     OF GEHL COMPANY, AS AMENDED       

          Pursuant to the provisions of Chapter 180 of the Wisconsin
Statutes, these Restated Articles of Incorporation shall supersede and take
the place of the corporation's heretofore existing Restated Articles of
Incorporation and all amendments thereto:

                                 ARTICLE I

                                    NAME

          The name of the corporation is "GEHL COMPANY"

                                 ARTICLE II

                                  PURPOSE

          The purposes for which the corporation is organized are to engage
in any lawful activity within the purposes for which corporations may be
organized under the Wisconsin Business Corporation Law, Chapter 180,
Wisconsin Statutes, including (without by this specification limiting the
generality of the foregoing) the manufacturing, acquiring, holding,
pledging, disposing of and dealing in all kinds of property, whether real,
personal or mixed, and whether tangible or intangible and particularly
agricultural machinery and equipment.

                                ARTICLE III

                             AUTHORIZED SHARES

          The aggregate number of shares which the corporation shall have
the authority to issue shall be twenty-seven million (27,000,000) shares,
consisting of:  (i) twenty-five million (25,000,000) shares of a class
designated as "Common Stock," with a par value of $.10 per share; and (ii)
two million (2,000,000) shares of a class designated as "Preferred Stock,"
with a par value of $.10 per share.  Each issued and outstanding share of
Common Stock, $2.00 par value, shall upon the effective date of these
Restated Articles of Incorporation be reclassified into five (5) shares of
Common Stock, $.10 par value.

          The designation, relative rights, preferences and limitations of
the shares of each class and the authority of the Board of Directors of the
corporation to establish and to designate series of the Preferred Stock and
to fix the variations in the relative rights, preferences and limitations
as between such series, shall be as set forth herein.

          A.   PREFERRED STOCK.

          (1)  Series and Variations Between Series.  The Board of
Directors of the corporation is authorized, subject to limitations
prescribed by law and the provisions of this section A, to provide for the 
issuance of the Preferred Stock in series, to establish or change the
number of shares to be included in each such series and to fix the
designation, relative rights, preferences and limitations of the shares of
each such series.  The authority of the Board of Directors of the
corporation with respect to each series shall include, but not be limited
to, determination of the following:

          (i)  The number of shares constituting that series and the
     distinctive designation of that series;

          (ii) The dividend rate or rates on the shares of that series
     and/or the method of determining such rate or rates and the timing of
     dividend payments on the shares of such series;

          (iii)      Whether and to what extent the shares of that series
     shall have voting rights in addition to the voting rights provided by
     law, which might include the right to elect a specified number of
     directors in any case or if dividends on such series were not paid for
     a specified period of time;

          (iv) Whether the shares of that series shall be convertible into
     shares of Common Stock or shares of any other series of Preferred
     Stock, and, if so, the terms and conditions of such conversion,
     including the price or prices or the rate or rates of conversion and
     the terms of adjustment thereof;

          (v)  Whether or not the shares of that series shall be
     redeemable, and, if so, the terms and conditions of such redemption,
     including the date or dates upon or after which they shall be
     redeemable and the amount per share payable in case of redemption,
     which amount may vary under different conditions and at different
     redemption dates;

          (vi) The rights of the shares of that series in the event of
     voluntary or involuntary liquidation, dissolution or winding up of the
     corporation;

          (vii)      The obligation, if any, of the corporation to retire
     shares of that series pursuant to a sinking fund; and

          (viii) Any other relative rights, preferences and limitations of
     that series.

           Subject to the designations, relative rights, preferences and
limitations provided pursuant to this section A, each share of Preferred
Stock shall be of equal rank with each other share of Preferred Stock.

          (2)  Dividends.  Before any dividends shall be paid or set apart
for payment upon shares of Common Stock, the holders of each series of
Preferred Stock shall be entitled to receive dividends at the rate per
annum and at such times as specified in the particular series.  Dividends
on shares of Preferred Stock shall be paid out of any funds legally
available for the payment of such dividends, when and if declared by the
Board of Directors.  Such dividends shall accumulate on each share of 
Preferred Stock from the date of issuance.  All dividends on shares of
Preferred Stock shall be cumulative so that if the corporation shall not
pay, on a timely basis, the specified dividend, or any part thereof, on the
shares of Preferred Stock then issued and outstanding, such deficiency
shall thereafter be fully paid, but without interest, before any dividend
shall be paid or set apart for payment on the Common Stock.

          Any dividend paid upon the Preferred Stock at a time when any
accumulated dividends for any prior period are delinquent shall be
expressly declared as a dividend in whole or partial payment of the
accumulated dividend for the earliest dividend period for which dividends
are then delinquent, and shall be so designated to each shareholder to whom
payment is made.  All shares of Preferred Stock shall rank equally and
shall share ratably, in proportion to the rate of dividend of the series,
in all dividends paid or set aside for payment for any dividend period or
part thereof upon any such shares.

          Except to the limited extent hereinafter provided, so long as any
shares of Preferred Stock shall be outstanding, no dividend, whether in
cash, stock or otherwise, shall be paid or declared nor shall any
distribution be made on the Common Stock, nor shall any Common Stock be
purchased, redeemed or otherwise acquired for value by the corporation, nor
shall any moneys be paid to or set aside or made available for a sinking
fund for the purchase or redemption of any Common Stock, unless:

          (i)  All dividends on the Preferred Stock of all series for all
     past dividend periods shall have been paid or shall have been declared
     and a sum sufficient for the payment thereof set apart; and

          (ii) The corporation shall have set aside all amounts theretofore
     required to be set aside as and for all sinking fund accounts, if any,
     for the redemption or purchase of all series of Preferred Stock for
     all past sinking fund payment periods or dates.

The foregoing provisions shall not, however, apply to, or in any way
restrict (x) any acquisition of Common Stock in exchange solely for Common
Stock; (y) the acquisition of Common Stock through application of the
proceeds of the sale of Common Stock; or (z) stock dividends or
distributions payable only in shares of stock having rights and preferences
subordinate to the Preferred Stock.

          (3)  Liquidation, Dissolution or Winding Up.  In case of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, the holders of shares or each series of Preferred Stock shall
be entitled to receive out of the assets of the corporation in money or
money's worth the amount specified in the particular series for each share
at the time outstanding together with all accrued but unpaid dividends
thereon, before any of such assets shall be paid or distributed to holder
of Common Stock.  In case of the voluntary or involuntary liquidation,
dissolution or winding up of the corporation, if the assets of the
corporation shall be insufficient to pay the holders of all shares of
Preferred Stock then outstanding the entire amounts to which they may be
entitled, the holders of shares of each outstanding series of Preferred
Stock shall share ratably in such assets in proportion to the respective
amounts payable in liquidation.

          (4)  Voting Rights.  The holders of Preferred Stock shall have
only such voting rights as are fixed for shares of each series by the Board
of Directors pursuant to this section A or are provided by law.

     (5)  Series A Preferred Stock.

          (i)  Designation and Amount.  There is hereby created a
     series of Preferred Stock which shall be designated as "Series A
     Preferred Stock" (the "Series A Preferred Stock"); the number of
     shares constituting such series shall be Two Hundred Fifty
     Thousand (250,000).  Such number of shares may be increased or
     decreased by resolution of the Board of Directors; provided, that
     no decrease shall reduce the number of shares of Series A
     Preferred Stock to a number less than the number of shares then
     outstanding plus the number of shares reserved for issuance upon
     the exercise of outstanding options, rights or warrants or upon
     the conversion of any outstanding securities issued by the
     corporation into Series A Preferred Stock.

          (ii) Dividends and Distributions.

               (a)  The holders of shares of Series A Preferred
          Stock, in preference to the holders of Common Stock and
          of any other junior stock, shall be entitled to
          receive, when, as and if declared by the Board of
          Directors out of funds legally available for the
          purpose, quarterly dividends payable in cash on the
          first business days of January, April, July and October
          in each year (each such date being referred to herein
          as a "Quarterly Dividend Payment Date"), commencing on
          the first Quarterly Dividend Payment Date after the
          first issuance of a share or fraction of a share of
          Series A Preferred Stock, in an amount per share
          (rounded to the nearest cent) equal to the greater of
          (a) $1.00 or (b) subject to the provision for
          adjustment hereinafter set forth, 100 times the
          aggregate per share amount of all cash dividends, and
          100 times the aggregate per share amount (payable in
          kind) of all noncash dividends or other distributions,
          other than a dividend payable in shares of Common Stock
          or a subdivision of the outstanding shares of Common
          Stock (by reclassification or otherwise), declared on
          the Common Stock since the immediately preceding
          Quarterly Dividend Payment Date, or, with respect to
          the first Quarterly Payment Date, since the first
          issuance of any share or fraction of a share of
          Series A Preferred Stock.  In the event the corporation
          shall at any time after May 28, 1997 (the "Rights
          Declaration Date") (i) declare any dividend on Common
          Stock payable in shares of Common Stock, (ii) subdivide
          the outstanding Common Stock, or (iii) combine the 
          outstanding Common Stock into a smaller number of
          shares, then in each such case the amount to which
          holders of shares of Series A Preferred Stock were
          entitled immediately prior to such event under clause
          (b) of the preceding sentence shall be adjusted by
          multiplying such amount by a fraction the numerator of
          which is the number of shares of Common Stock that are
          outstanding immediately after such event and the
          denominator of which is the number of shares of Common
          Stock that were outstanding immediately prior to such
          event.

               (b)  The corporation shall declare a dividend or
          distribution on the Series A Preferred Stock as
          provided in paragraph (a) above immediately after it
          declares a dividend or distribution on the Common Stock
          (other than a dividend payable in shares of Common
          Stock); provided that, in the event no dividend or
          distribution shall have been declared on the Common
          Stock during the period between any Quarterly Dividend
          Payment Date and the next subsequent Quarterly Dividend
          Payment Date, a dividend of $1.00 per share on the
          Series A Preferred Stock shall nevertheless be payable
          on such subsequent Quarterly Dividend Payment Date.

               (c)  Dividends shall begin to accrue and be
          cumulative on outstanding shares of Series A Preferred
          Stock from the Quarterly Dividend Payment Date next
          preceding the date of issue of such shares of Series A
          Preferred Stock, unless the date of issue of such
          shares is prior to the record date for the first
          Quarterly Dividend Payment Date, in which case
          dividends on such shares shall begin to accrue from the
          date of issue of such shares, or unless the date of
          issue is a Quarterly Dividend Payment Date or is a date
          after the record date for the determination of holders
          of shares of Series A Preferred Stock entitled to
          receive a quarterly dividend and before such Quarterly
          Dividend Payment Date, in either of which events such
          dividends shall begin to accrue and be cumulative from
          such Quarterly Dividend Payment Date. Accrued but
          unpaid dividends shall not bear interest.  Dividends
          paid on the shares of Series A Preferred Stock in an
          amount less than the total amount of such dividends at
          the time accrued and payable on such shares shall be
          allocated pro rata on a share-by-share basis among all
          such shares at the time outstanding.  The Board of
          Directors may fix a record date for the determination
          of holders of shares of Series A Preferred Stock
          entitled to receive payment of a dividend or
          distribution declared thereon, which record date shall
          be no more than 30 days prior to the date fixed for the
          payment thereof.

          (iii)     Voting Rights.  The holders of shares of Series A
     Preferred Stock shall have the following voting rights:

               (a)  Subject to the provision for adjustment
          hereinafter set forth, each share of Series A Preferred
          Stock shall entitle the holder thereof to 100 votes on
          all matters submitted to a vote of the shareholders of
          the corporation.  In the event the corporation shall at
          any time declare or pay any dividend on Common Stock
          payable in shares of Common Stock, or effect a
          subdivision or combination or consolidation of the
          outstanding shares of Common Stock (by reclassification
          or otherwise than by payment of a dividend in shares of
          Common Stock) into a greater or lesser number of shares
          of Common Stock, then in each such case the number of
          votes per share to which holders of shares of Series A
          Preferred Stock were entitled immediately prior to such
          event shall be adjusted by multiplying such number by a
          fraction the numerator of which is the number of shares
          of Common Stock that are outstanding immediately after
          such event and the denominator of which is the number
          of shares of Common Stock that were outstanding
          immediately prior to such event.

               (b)  Except as otherwise provided herein, in any
          other resolution of the Board of Directors creating a
          series of Preferred Stock or any similar stock, or by
          law, the holders of shares of Series A Preferred Stock
          and the holders of shares of Common Stock shall vote
          together as one class on all matters submitted to a
          vote of shareholders of the corporation.

               (c)  Except as set forth herein, holders of
          Series A Preferred Stock shall have no special voting
          rights and their consent shall not be required (except
          to the extent they are entitled to vote with holders of
          Common Stock as set forth herein) for taking any
          corporate action.

          (iv) Certain Restrictions.

               (a)  Whenever quarterly dividends or other
          dividends or distributions payable on the Series A
          Preferred Stock as provided in subparagraph (ii) are in
          arrears, thereafter and until all accrued and unpaid
          dividends and distributions, whether or not declared,
          on shares of Series A Preferred Stock outstanding shall
          have been paid in full, the corporation shall not:

               (1)  declare or pay dividends on, make
                    any other distributions on, or
                    redeem or purchase or otherwise
                    acquire for consideration any
                    shares of stock ranking junior 
                    (either as to dividends or upon
                    liquidation, dissolution or winding
                    up) to the Series A Preferred
                    Stock;

               (2)  declare or pay dividends on or make
                    any other distributions on any
                    shares of stock ranking on a parity
                    (either as to dividends or upon
                    liquidation, dissolution or winding
                    up) with the Series A Preferred
                    Stock, except dividends paid
                    ratably on the Series A Preferred
                    Stock and all such parity stock on
                    which dividends are payable or in
                    arrears in proportion to the total
                    amounts to which the holders of all
                    such shares are then entitled;

               (3)  redeem or purchase or otherwise
                    acquire for consideration shares of
                    any stock ranking on a parity
                    (either as to dividends or upon
                    liquidation, dissolution or winding
                    up) with the Series A Preferred
                    Stock, provided that the
                    corporation may at any time redeem,
                    purchase or otherwise acquire
                    shares of any such parity stock in
                    exchange for shares of any stock of
                    the corporation ranking junior to
                    or on a parity with (both as to
                    dividends or upon dissolution,
                    liquidation or winding up) the
                    Series A Preferred Stock; or

               (4)  purchase or otherwise acquire for
                    consideration any shares of
                    Series A Preferred Stock, or any
                    shares of stock ranking on a parity
                    with the Series A Preferred Stock,
                    except in accordance with a
                    purchase offer made in writing or
                    by publication (as determined by
                    the Board of Directors) to all
                    holders of such shares upon such
                    terms as the Board of Directors,
                    after consideration of the
                    respective annual dividend rates
                    and other relative rights and
                    preferences of the respective
                    series and classes, shall determine
                    in good faith will result in fair 
                    and equitable treatment among the
                    respective series or classes.

               (b)  The corporation shall not permit any
          corporation of which an amount of voting securities
          sufficient to elect at least a majority of the
          directors of such corporation is beneficially owned,
          directly or indirectly, by the corporation or otherwise
          controlled by the corporation to purchase or otherwise
          acquire for consideration any shares of stock of the
          corporation unless the corporation could, under
          paragraph (a) of this subparagraph (iv), purchase or
          otherwise acquire such shares at such time and in such
          manner.

          (v)  Reacquired Shares.  All shares of Series A Preferred
     Stock that shall at any time have been reacquired by the
     corporation shall, after such reacquisition, have the status of
     authorized but unissued shares of Preferred Stock of the
     corporation, without designation as to series, and may be
     reissued as part of a new series of Preferred Stock, to be
     created by resolution or resolutions of the Board of Directors,
     subject to the conditions and restrictions on issuance set forth
     herein.

          (vi) Liquidation, Dissolution or Winding Up.  Upon any
     liquidation, dissolution or winding up of the corporation, no
     distribution shall be made (a) to the holders of shares of stock
     ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock
     unless, prior thereto, the holders of shares of Series A
     Preferred Stock shall have received $100 per share, plus an
     amount equal to accrued and unpaid dividends and distributions
     thereon, whether or not declared, to the date of such payment,
     provided that the holders of shares of Series A Preferred Stock
     shall be entitled to receive an aggregate amount per share,
     subject to the provision for adjustment hereinafter set forth,
     equal to 100 times the aggregate amount to be distributed per
     share to holders of shares of Common Stock, or (b) to the holders
     of shares of stock ranking on a parity (either as to dividends or
     upon liquidation, dissolution or winding up) with the Series A
     Preferred Stock, except distributions made ratably on the
     Series A Preferred Stock and all other such parity stock in
     proportion to the total amounts to which the holders of all such
     shares are entitled upon such liquidation, dissolution or winding
     up.  In the event the corporation shall at any time declare or
     pay any dividend on the Common Stock payable in shares of Common
     Stock, or effect a subdivision or combination or consolidation of
     the outstanding shares of Common Stock (by reclassification or
     otherwise than by payment of a dividend in shares of Common
     Stock) into a greater or lesser number of shares of Common Stock,
     then in each such case the aggregate amount to which holders of
     shares of Series A Preferred Stock were entitled immediately
     prior to such event under the proviso in clause (a) of the 
     preceding sentence shall be adjusted by multiplying such amount
     by a fraction the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock that
     were outstanding immediately prior to such event.

          (vii)     Consolidation, Merger, etc.  In case the
     corporation shall enter into any consolidation, merger,
     combination, share exchange or other transaction in which the
     shares of Common Stock are exchanged for or changed into other
     stock or securities, cash and/or any other property, then in any
     such case the shares of Series A Preferred Stock shall at the
     same time be similarly exchanged or changed in an amount per
     share (subject to the provision for adjustment hereinafter set
     forth) equal to 100 times the aggregate amount of stock,
     securities, cash and/or any other property (payable in kind), as
     the case may be, into which or for which each share of Common
     Stock is changed or exchanged.  In the event the corporation
     shall at any time after the Rights Declaration Date (a) declare
     any dividend on Common Stock payable in shares of Common Stock,
     (b) subdivide the outstanding Common Stock, or (c) combine the
     outstanding Common Stock into a smaller number of shares, then in
     each such case the amount set forth in the preceding sentence
     with respect to the exchange or change of shares of Series A 
     Preferred Stock shall be adjusted by multiplying such amount by a
     fraction the numerator of which is the number of shares of Common
     Stock that are outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock that
     were outstanding immediately prior to such event.

          (viii)    No Redemption.  The shares of Series A Preferred
     Stock shall not be redeemable.

          (ix) Amendment.  To the fullest extent permitted by
     applicable law, prior to such time as shares of Series A
     Preferred Stock are issued and outstanding, the Board of
     Directors may alter or revoke any of the number of shares of
     Series A Preferred Stock, the powers, preferences or special
     rights of the Series A Preferred Stock or the other terms of the
     Series A Preferred Stock.  From and after such time as shares of
     Series A Preferred Stock are issued and outstanding, the Restated
     Articles of Incorporation of the corporation shall not be amended
     in any manner that would materially alter or change the powers,
     preferences or special rights of the Series A Preferred Stock so
     as to affect them adversely without the affirmative vote of the
     holders of at least two-thirds of the outstanding shares of
     Series A Preferred Stock, voting together as a single class.

          (x)  Fractional Shares.  Series A Preferred Stock may be
     issued in fractions of a share which shall entitle the holder, in
     proportion to such holder's fractional shares, to exercise voting
     rights, receive dividends, participate in distributions and to
     have the benefit of all other rights of holders of Series A
     Preferred Stock. 

          B.   COMMON STOCK.

          (1)  Dividends.  Subject to the provisions of this Article III,
the Board of Directors may, in its discretion, out of funds legally
available for the payment of dividends and at such times and in such manner
as determined by the Board of Directors, declare and pay dividends on the
Common Stock.

          (2)  Liquidation Rights.  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the corporation,
after there shall have been paid to or set aside for the holders of shares
of Preferred Stock the full preferential amounts to which they are
entitled, the holders of outstanding shares of Common Stock shall be
entitled to receive pro rata, according to the number of shares held by
each, the remaining assets of the corporation available for distribution.

          (3)  Voting Rights.  Except as otherwise provided by law and
except as may be determined by the Board of Directors with respect to the
Preferred Stock pursuant to section A of this Article III, only the holders
of Common Stock shall be entitled to vote for the election of directors of
the corporation and for all other corporate purposes.  Upon any such vote
the holders of Common Stock shall, except as otherwise provided by law, be
entitled to one vote for each share of Common Stock held by them
respectively.


          C.   PREEMPTIVE RIGHTS.

          Except as the Board of Directors of the corporation may otherwise
determine from time to time, no shareholder of the corporation shall have
any preferential or preemptive right to subscribe for or purchase from the
corporation any new or additional shares of capital stock of the
corporation or securities convertible into shares of capital stock, whether
now or hereafter authorized.

          D.   REPURCHASE OF SHARES.

          The corporation, subject to the conditions provided for herein,
shall have the express right to acquire and dispose of its own shares on
such terms and conditions as the Board of Directors may from time to time
determine and agree.

                                 ARTICLE IV

                             BOARD OF DIRECTORS

          A.   POWERS, NUMBER, CLASSIFICATION AND NOMINATION.

          The general powers, number, classification, and requirements for
nomination of directors shall be as set forth in sections 3.01, 3.02 and
3.03 of Article III of the By-Laws of the corporation (and as such sections
shall exist from time to time).  Notwithstanding any other provisions of
these Restated Articles of Incorporation or the By-Laws of the corporation
(and notwithstanding the fact that a lesser affirmative vote may be 
specified by law), 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, such sections 3.01, 3.02 and 3.03 of Article III of the
By-Laws, or any provision thereof; provided, however, that the Board of
Directors, by a resolution adopted by the Requisite Vote (as defined
herein), may amend, alter, change or repeal, or adopt any provision
inconsistent with, sections 3.01, 3.02 and 3.03 of Article III of the By-
Laws, or any provision thereof, without the vote of the shareholders.  As
used herein, the term "Requisite Vote" shall mean the affirmative vote of
at least two-thirds of the directors then in office plus one director.

          B.   REMOVAL OF DIRECTORS.

          Any director may be removed from office, but only for "cause" (as
defined herein) by the affirmative vote of shareholders possessing at least
a majority 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; provided,
however, that if the Board of Directors by a resolution adopted by the
Requisite Vote shall have recommended removal of a director, then the
shareholders may remove such director from office by the foregoing vote
without cause.  As used herein, "cause" shall be deemed to exist only if
the director whose removal is proposed has committed acts of fraud
constituting a felony and resulting in personal enrichment for the director
at the corporation's expense for which the director was duly and properly
indicated and such indictment is not dismissed within ninety (90) days of
issuance.

          C.   VACANCIES.

          Any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, shall be filled
by the affirmative vote of a majority of the directors then in office,
though less than a quorum of the Board of Directors, or by a sole remaining
director.  Any director so elected shall serve until the next election of
the class for which such director shall have been chosen and until his
successor shall be duly elected and qualified.

          D.   AMENDMENTS.

          (1)  Notwithstanding any other provision of these Restated
Articles of Incorporation (and notwithstanding the fact that a lesser
affirmative vote may be specified by law), 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 adopt any provision inconsistent with, the provisions of this
Article IV.

          (2)  Notwithstanding the foregoing and any provisions in the By-
Laws of the corporation, whenever the holders of any one or more series of
Preferred Stock issued by the corporation pursuant to Article III hereof
shall have the right, voting separately as a class or by series, to elect
directors at an annual or special meeting of shareholders, the election,
term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of the series of Preferred
Stock applicable thereto, and such directors so elected shall not be
divided into classes unless expressly provided by the terms of the
applicable series.


                                 ARTICLE V

                           BUSINESS COMBINATIONS

          A.   BUSINESS COMBINATIONS WITHIN THREE YEARS OF THE STOCK
ACQUISITION DATE.

          In addition to any affirmative vote otherwise required by law,
the By-Laws of the corporation or these Restated Articles of Incorporation,
and except as otherwise expressly provided in section C  of this Article V,
the corporation may not engage in a Business Combination (as herein-after
defined) with an Interested Shareholder (as hereinafter defined) for three
(3) years after the Interested Shareholder's Stock Acquisition Date (as
hereinafter defined) unless the Board of Directors of the corporation has
approved by resolution, before the Interested Shareholder's Stock
Acquisition Date, that Business Combination or the purchase of Stock (as
hereinafter defined) made by the Interested Shareholder on that Stock
Acquisition Date.


          B.   BUSINESS COMBINATIONS MORE THAN THREE YEARS AFTER THE STOCK
ACQUISITION DATE.

          Except as otherwise expressly provided in section C of this
Article V, at any time after the three-year period described in section A
above the corporation may engage in a Business Combination with an
Interested Shareholder but only if, in addition to any affirmative vote
otherwise required by law, the By-Laws of the corporation or these Restated
Articles of Incorporation, any of the following conditions is satisfied:

          (1)  The Board of Directors of the corporation has approved,
before the Interested Shareholder's Stock Acquisition Date, the purchase of
Stock made by the Interested Shareholder on that Stock Acquisition Date.

          (2)  The Business Combination is approved by the affirmative vote
of the holders of a majority of the Voting Stock (as hereinafter defined)
not beneficially owned by the Interested Shareholder at a meeting called
for that purpose.

          (3)  The Business Combination meets all of the following
conditions: 

          (i)  Holders of all outstanding shares of Stock of the
     corporation not beneficially owned by the Interested Shareholder are
     each entitled to receive per share an aggregate amount of cash and the
     market value, as of the Consummation Date (as hereinafter defined), of
     noncash consideration at least equal to the higher of the following:

               (a)  The highest of:  the market value per share on the
          Announcement Date (as hereinafter defined) with respect to the
          Business Combination, the market value per share on the
          Interested Shareholder's Stock Acquisition Date, the highest
          price per share paid by the Interested Shareholder, including
          brokerage commissions, transfer taxes and soliciting dealers'
          fees, for shares of the same class or series within the three (3)
          years immediately before the including the Announcement Date of
          the Business Combination or the highest price per share paid by
          the Interested Shareholder, including brokerage commissions,
          transfer taxes and soliciting dealers' fees, for shares of the
          same class or series within the three (3) years immediately
          before and including the Interested Shareholder's Stock
          Acquisition Date; plus, in each case, interest compounded
          annually from the earliest date on which that highest per share
          acquisition price was paid or the per share market value was
          determined, through the Consummation Date, at the rate for one-
          year U.S. Treasury obligations from time to time in effect; less
          the aggregate amount of any cash and the market value, as of the
          dividend payment date, of any noncash dividends paid per share
          since that date, up to the amount of that interest.

               (b)  The highest preferential amount per share, if
          any, to which the holders of shares of that class or
          series of Stock are entitled upon the voluntary or
          involuntary liquidation of the corporation, plus the
          aggregate amount of dividends declared or due which
          those holders are entitled to before payment of
          dividends on another class or series of Stock, unless
          the aggregate amount of those dividends is included in
          the preferential amount.

          (ii) The form of consideration to be received by holders of
     each particular class or series of outstanding Stock in the
     Business Combination is in cash or, if the Interested Shareholder
     holds previously acquired shares of that class or series, the
     same form as the Interested Shareholder previously used to
     acquire the largest number of shares of that class or series.

          C.   EXCLUDED TRANSACTIONS.

          The provisions of sections A and B of this Article V shall not
apply to any of the following:

          (1)  A Business Combination with an Interested Shareholder who
was an Interested Shareholder immediately before September 30, 1989, unless
subsequently the Interested Shareholder increased its beneficial ownership
of the voting power of the outstanding Voting Stock of the corporation to a 
proportion in excess of the proportion of voting power that the Interested
Shareholder beneficially owned immediately before September 30, 1989,
excluding an increase approved by resolution of the Board of Directors of
the corporation before the increase occurred.

          (2)  A Business Combination of the corporation with an Interested
Shareholder which became an Interested Shareholder inadvertently, if the
Interested Shareholder satisfies both of the following:

          (i)  As soon as practicable divests itself of a sufficient
     amount of the Voting Stock of the corporation so that the
     Interested Shareholder is no longer the beneficial owner of at
     least 10% of the voting power of the outstanding Voting Stock of
     the corporation, or a Subsidiary of the corporation (as
     hereinafter defined).

          (ii) Would not at any time within the three (3) years before
     the Announcement Date with respect to the Business Combination in
     question have been an Interested Shareholder except for the
     inadvertent acquisition.

          (3)  A Business Combination of the corporation with an Interested
Shareholder which was an Interested Shareholder immediately before
September 30, 1989, and inadvertently increased its beneficial ownership of
the voting power of the outstanding Voting Stock of the corporation to a
proportion in excess of the proportion of voting power that the Interested
Shareholder beneficially owned immediately before September 30, 1989, if
the Interested Shareholder divests itself of a sufficient amount of Voting
Stock so that the Interested Shareholder is no longer the beneficial owner
of a proportion of the voting power in excess of the proportion of voting
power that the Interested Shareholder held immediately before September 30,
1989.

          D.   DEFINITIONS.

          For purposes of this Article V:

          (1)  "Affiliate" shall mean a person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with a specified person.

          (2)  "Announcement Date" shall mean the date of the first public
announcement of a final, definitive proposal for a Business Combination.

          (3)  "Associate" of a person shall mean any of the following:

          (i)  A corporation or organization of which the person is an
     officer, director or partner or is the beneficial owner of at
     least 10% of any class of Voting Stock.

          (ii) A trust or other estate in which the person has a
     substantial beneficial interest or as to which the person serves
     as trustee or in a similar fiduciary capacity. 

          (iii)     A relative or spouse of the person, or a relative
     of the spouse, who has the same principal residence as the
     person.

          (4)  A person shall be deemed to be the "beneficial owner" of any
Stock:

          (i)  which such person or any of such person's Affiliates or
     Associates beneficially owns, directly or indirectly;

          (ii) which such person or any of such person's Affiliates or
     Associates has (a) the right to acquire (whether such right is
     exercisable immediately or only after the passage of time)
     pursuant to any agreement, arrangement or understanding (other
     than customary agreements with and between underwriters and
     selling group members with respect to a bona fide public offering
     of securities), or upon the exercise of conversion rights,
     exchange rights, rights (other than rights issued by the
     corporation pursuant to a shareholder rights plan), warrants or
     options, or otherwise; provided, however, that a person shall not
     be deemed the beneficial owner of securities tendered pursuant to
     a tender or exchange offer made by or on behalf of such person or
     any of such person's Affiliates or Associates until such tendered
     securities are accepted for purchase or exchange; or (b) the
     right to vote pursuant to any agreement, arrangement or
     understanding; provided, however, that a person shall not be
     deemed the beneficial owner of any security if the agreement,
     arrangement or understanding to vote such security arises solely
     from a revocable proxy or consent given to such person in
     response to a public proxy or consent solicitation; or 

          (iii) which are beneficially owned, directly or indirectly,
     by any other person with which such person or any of such
     person's Affiliates or Associates has any agreement, arrangement
     or understanding (other than customary agreements with and
     between underwriters and selling group members with respect to a
     bona fide public offering of securities) for the purpose of
     acquiring, holding, voting (except to the extent contemplated by
     the proviso to section D(4)(ii)(b) of this Article V) or
     disposing of any securities of the corporation.

          (5)  "Business Combination" means any of the following:

          (i)  A merger or consolidation of the corporation or any
     Subsidiary of the corporation with any of the following:

               (a)  An Interested Shareholder.

               (b)  A corporation, whether or not it is an
          Interested Shareholder, which is, or after a merger or
          consolidation would be, an Affiliate or Associate of an
          Interested Shareholder. 

          (ii) A sale, lease, exchange, mortgage, pledge, transfer or
     other disposition, in one transaction or a series of
     transactions, to or with an Interested Shareholder or an
     Affiliate or Associate of an Interested Shareholder of assets of
     the corporation or a Subsidiary of the corporation if those
     assets meet any of the following conditions:

               (a)  Have an aggregate market value equal to a
          least 5% of the aggregate market value of all the
          assets, determined on a consolidated basis, of the
          corporation.

               (b)  Have an aggregate market value equal to at
          least 5% of the aggregate market value of all the
          outstanding Stock of the corporation.

               (c)  Represent at least 10% of the earning power
          or income, determined on a consolidated basis, of the
          corporation.

          (iii) The issuance or transfer by the corporation or a
     Subsidiary of the corporation, in one transaction or a series of
     transactions, of any Stock of the corporation or a Subsidiary of
     the corporation is all of the following conditions are satisfied:

               (a)  The stock has an aggregate market value equal
          to at least 5% of the aggregate market value of all of
          the outstanding Stock of the corporation.

               (b)  The Stock is issued or transferred to an
          Interested Shareholder or an Affiliate or Associate of
          an Interested Shareholder, except for Stock of the
          corporation or such Subsidiary issued or transferred
          pursuant to the exercise of warrants, rights or options
          to purchase such Stock offered, or a dividend paid, or
          distribution made, proportionately to all holders of
          Stock of the corporation.

          (iv) The adoption of a plan or proposal for the liquidation
     or dissolution of the corporation which is proposed by, on behalf
     of, or pursuant to a written or unwritten agreement, arrangement
     or understanding with, an Interested Shareholder or an Affiliate
     or Associate of an Interested Shareholder.

          (v)  Any of the following, if the direct or indirect effect is to
     increase the proportionate share of the outstanding Stock of a class
     or series of securities convertible into Voting Stock of the
     corporation or a Subsidiary of the corporation beneficially owned by
     the Interested Shareholder of an Affiliate or Associate of the
     Interested Shareholder, unless the increase is the result of
     immaterial changes due to fractional share adjustment:

               (a)  A reclassification of securities, including,
          without limitation, a stock split, stock dividend or 
          other distribution of Stock in respect of Stock, or
          reverse stock split.

               (b)  A recapitalization of the corporation.

               (c)  A merger or consolidation of the corporation
          with a Subsidiary of the corporation.

               (d)  Any other transaction, whether or not with,
          into or involving the Interested Shareholder, which is
          proposed by, on behalf of, or pursuant to a written or
          unwritten agreement, arrangement or understanding with,
          the Interested Shareholder or an Affiliate or Associate
          of the Interested Shareholder.

          (vi) Receipt by an Interested Shareholder or an Affiliate or
     Associate of an Interested Shareholder of the direct or indirect
     benefit of a loan, advance, guarantee, pledge or other financial
     assistance or a tax credit or other tax advantage provided by or
     through the corporation or any Subsidiary of the corporation,
     unless the Interested Shareholder receives the benefit
     proportionately as a holder of Stock of the corporation.

          (6)  "Consummation Date" means the date of consummation of a
Business Combination.

          (7)  "Control", "controlled by" or "under common control with"
means the possession, directly or indirectly of the power to direct or
cause the direction of the management and policies of a person, whether
through the ownership of Voting Stock, except as provided in the next
sentence, by contract, or otherwise.  "Control" of a corporation is not
established for purposes of this Article V if a person, in good faith and
not for the purpose of circumventing this Article V, holds voting power as
an agent, bank, broker, nominee, custodian or trustee for one or more
beneficial owners who do not individually or as a group have control of the
corporation.  For purposes of this Article V, a person's beneficial
ownership of at least 10% of the voting power of a corporation's
outstanding Voting Stock creates a presumption that the person has control
of the corporation.

          (8)  (i)  "Interested Shareholder," with respect to the
     corporation, means a person other than the corporation or a
     Subsidiary of the corporation that meets any of the following
     conditions:

               (a)  Is the beneficial owner of at least 10% of
          the voting power of the outstanding Voting Stock of the
          corporation.

               (b)  Is an Affiliate or Associate of the corporation and at
          any time within three (3) years immediately before the date in
          question was the beneficial owner of at least 10% of the voting
          power of the then outstanding Voting Stock of the corporation.

          (ii) For the purpose of determining whether a person is an
     Interested Shareholder, the number of shares of Voting Stock of the
     corporation considered outstanding includes shares beneficially owned
     by the person but does not include any other unissued shares of Voting
     Stock of the corporation which may be issuable pursuant to an
     agreement, arrangement or understanding, or upon exercise of
     conversion rights, warrants or options, or otherwise.

          (9)  "Stock" means any of the following:

          (i)  Shares, stock or similarly security, certificate of
     interest, participation in a profit sharing agreement, voting
     trust certificate, or certificate of deposit for any of the items
     described herein.

          (ii) Security which is convertible, with or without
     consideration, into stock, or any warrant, call or other option
     or privilege of buying stock, or any other security carrying a
     right to acquire, subscribe to or purchase stock.

          (10) "Stock Acquisition Date", with respect to any person, means
the date that that person first becomes an Interested Shareholder of the
corporation.

          (11) "Subsidiary of the corporation" shall mean any other
corporation of which Voting Stock having a majority of the votes entitled
to be cast is owned, directly or indirectly, by the corporation.

          (12) "Voting Stock" means capital stock of a corporation entitled
to vote generally in the election of directors.

          E.   DETERMINATION OF MARKET VALUE.

          For purposes of this Article V, the market value of Stock or
other property other than cash or Stock is determined as follows:

          (1)  In the case of Stock generally, by:

               (i)  The highest closing sale price during the
          thirty (30) days immediately before the date in
          question of a share of that class or series of Stock on
          the composite tape for stocks listed on the New York
          Stock Exchange, or, if that class or series of Stock is
          not quoted on the composite tape or if that class or
          series of Stock is not listed on the New York Stock
          Exchange, on the principal U.S. securities exchange
          registered under the Securities Exchange Act of 1934,
          as amended, on which that class or series of Stock is
          listed.

               (ii) If that class or series of Stock is not
          listed on an exchange described above, the highest
          closing bid quotation for a share of that class or
          series of Stock during the thirty (30) days immediately 
          before the date in question on the National Association
          of Securities Dealers Automated Quotation System, or
          any similar system then in use.

          (2)  In the case of property other than cash or Stock (except for
Stock not traded as provided above), the fair market value of the property
or Stock on the date in question as determined in good faith by the Board
of Directors of the corporation.

          F.   FIDUCIARY OBLIGATIONS.

               Nothing contained in this Article V shall be construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by
law.

          G.   AMENDMENT.

          Notwithstanding any other provisions of these Restated Articles
of Incorporation (and notwithstanding that a lesser affirmative vote may be
specified by law), the affirmative vote of shareholders possessing at least
seventy-five percent of the voting power of the then outstanding Voting
Shares, considered for this purpose as one class, shall be required to
amend, alter, change, repeal, or adopt any provision inconsistent with this
Article V.

                                 ARTICLE VI

                        REGISTERED OFFICE AND AGENT

          At the time of adoption of these Restated Articles of
Incorporation the address of the registered office of the corporation is
143 Water Street, West Bend, Wisconsin 53095, in Washington County.  The
name of the registered agent at such address is Michael J. Mulcahy.

                                ARTICLE VII

                                 AMENDMENTS

          Except as otherwise provided herein, these Restated Articles may
be amended at any regular or special meeting of the shareholders of the
corporation by the affirmative vote of shareholders possessing at least
two-thirds (2/3) of the voting power of all then outstanding shares
entitled to vote thereon.