<PAGE>   1
                                                                   EXHIBIT 3(ii)




                                 RESTATED BYLAWS

                                       OF

                               OUTLOOK GROUP CORP.
                            (a Wisconsin corporation)



                           As amended and restated by
                             the Board of Directors
                               on August 19, 1998.





<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                             <C>
VARIABLE REFERENCES............................................................................    iv

ARTICLE I.  OFFICES        ....................................................................     1

         1.01.   Principal and Business Offices................................................     1
         1.02.   Registered Office.............................................................     1

ARTICLE II.  SHAREHOLDERS......................................................................     1

         2.01.   Annual Meeting................................................................     1
         2.02.   Special Meeting...............................................................     1
         2.03.   Place of Meeting..............................................................     1
         2.04.   Notice of Meeting.............................................................     2
         2.05.   Fixing of Record Date.........................................................     2
         2.06.   Voting Records................................................................     2
         2.07.   Quorum    ....................................................................     3
         2.08.   Conduct of Meetings...........................................................     3
         2.09.   Proxies   ....................................................................     3
         2.10.   Voting of Shares..............................................................     4
         2.11.   Voting of Shares by Certain Holders...........................................     4

ARTICLE III.  BOARD OF DIRECTORS...............................................................     5

         3.01.   General Powers and Number.....................................................     5
         3.02.   Tenure and Qualifications.....................................................     6
         3.03.   Regular Meetings..............................................................     6
         3.04.   Special Meetings..............................................................     6
         3.05.   Notice; Waiver................................................................     7
         3.06.   Quorum    ....................................................................     7
         3.07.   Manner of Acting..............................................................     7
         3.08.   Conduct of Meetings...........................................................     7
         3.09.   Vacancies ....................................................................     8
         3.10.   Compensation..................................................................     8
         3.11.   Presumption of Assent.........................................................     8
         3.12.   Committees....................................................................     8
         3.13.   Meetings By Telephone or Other
                           Communication Technology............................................     9

ARTICLE IV.  OFFICERS..........................................................................     9

         4.01.   Number    ....................................................................     9
         4.02.   Election and Term of Office...................................................    10
         4.03.   Removal   ....................................................................    10
         4.04.   Vacancies ....................................................................    10
         4.05.   Chairman of the Board.........................................................    10
         4.06.   President ....................................................................    10

                                      -ii-
</TABLE>


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<TABLE>
<S>      <C>     <C>                                                                            <C>
         4.07.   Executive Vice President......................................................    11
         4.08.   Vice Presidents...............................................................    11
         4.09.   Secretary ....................................................................    12
         4.10.   Treasurer ....................................................................    12
         4.11.   Assistant Secretaries and
                           Assistant Treasurers................................................    12
         4.12.   Other Assistants and Acting Officers..........................................    13
         4.13.   Salaries  ....................................................................    13

ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS..............................................    13

         5.01.   Contracts ....................................................................    13
         5.02.   Loans     ....................................................................    14
         5.03.   Checks, Drafts, etc...........................................................    14
         5.04.   Deposits  ....................................................................    14
         5.05.   Voting of Securities Owned
                           by This Corporation.................................................    14

ARTICLE VI.  CERTIFICATES FOR SHARES AND
                      THEIR TRANSFER...........................................................    15

         6.01.   Certificates for Shares.......................................................    15
         6.02.   Facsimile Signatures and Seal.................................................    15
         6.03.   Signature by Former Officers..................................................    15
         6.04.   Transfer of Shares............................................................    15
         6.05.   Restrictions on Transfer......................................................    16
         6.06.   Lost, Destroyed or Stolen Certificates........................................    16
         6.07.   Consideration for Shares......................................................    16
         6.08.   Stock Regulations.............................................................    16

ARTICLE VII.  WAIVER OF NOTICE.................................................................    16

ARTICLE VIII.  UNANIMOUS CONSENT WITHOUT A MEETING.............................................    17

ARTICLE IX.  INDEMNIFICATION...................................................................    17

         9.01.   Indemnification for Successful Defense........................................    17
         9.02.   Other Indemnification.........................................................    17
         9.03.   Written Request...............................................................    18
         9.04.   Nonduplication................................................................    18
         9.05.   Determination of Right to Indemnification.....................................    18
         9.06.   Advance Expenses..............................................................    20
         9.07.   Nonexclusivity................................................................    20
         9.08.   Court-Ordered Indemnification.................................................    21
         9.09.   Indemnification of Employees or Agents........................................    21
         9.10.   Insurance ....................................................................    22
         9.11.   Liberal Construction..........................................................    22
         9.12.   Definitions Applicable to This Article........................................    22

ARTICLE X.  SEAL           ....................................................................    23
</TABLE>


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<TABLE>
<S>                                                                                                <C>
ARTICLE XI.  AMENDMENTS........................................................................    24

         11.01.  By Shareholders...............................................................    24
         11.02.  By Directors..................................................................    24
         11.03.  Implied Amendments............................................................    24

ARTICLE XII.  FISCAL YEAR......................................................................    24

</TABLE>














                                      -iv-


<PAGE>   5

                               VARIABLE REFERENCES


                  0.01.  Date of annual shareholders' meeting (See
Section 2.01):  second Thursday of October.



*


                  0.02.  Minimum required notice of shareholders'  meeting where
longer  period not  required by law (See Section  2.04):  not less than ten (10)
days.



*


                  0.03.  Authorized  number of directors (See Section 3.01): not
less than 7 nor more than 11,  as  determined  from time to time by the Board of
Directors



*


                  0.04.  Required  notice of  directors'  meetings  (See Section
3.05):  (a) not less than 48 hours if by mail, and (b) not less than twenty-four
(24) hours if by telegram or personal delivery.



*


                  0.05.  The fiscal year of the corporation shall end on:
May 31.  (See Article XII).



*
-------------------

*        These spaces are reserved for official notation of future
         amendments to these sections.

                                       -v-


<PAGE>   6

                               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 or by the registered agent. 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 the shareholders
shall be held at the date and hour in each year set forth in Section 0.01, or at
such other time and date not more than 30 days before or 125 days after said
date as may be fixed by or under the authority of the Board of Directors, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday in the State of Wisconsin, such meeting shall be held on the
next succeeding business day. If the election of directors shall not be held on
a day designated herein, or fixed as herein provided, for any annual meeting of
the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a meeting of the shareholders as soon
thereafter as conveniently may be.

               2.02. Special Meeting. Special meetings of the share holders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or the Board of Direc tors.

               2.03. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wis consin, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of


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<PAGE>   7

Wisconsin, as the place for the holding of such meeting. If no designation is 
made, or if a special meeting be otherwise called, the place of meeting shall 
be the principal business office of the corporation in the State of Wisconsin 
or such other suitable place in the county of such principal office as may 
be designated by the person calling such meeting, but any meeting may be
adjourned to reconvene at any place designated by vote of a majority of the
shares represented thereat.

               2.04. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than the
number of days set forth in Section 0.02 (unless a longer period is required by
law or the articles of incorporation) nor more than sixty days before the date
of the meeting, either personally or by mail, by or at the direction of the
Chairman, the President, or the Secretary, or other officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock record books of the corporation, with postage thereon prepaid.

               2.05. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such deter
mination of shareholders, is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
close of business on the date on which notice of the meeting is mailed or on the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section.

               2.06. Voting Records. The officer or agent having charge of the
stock transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting, or


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<PAGE>   8

any adjournment thereof, with the address of and the number of shares held 
by each. Such record shall be produced and kept open at the time and place 
of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meet ing for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
share holders entitled to examine such record or transfer books or to vote at
any meeting of shareholders. Failure to comply with the requirements of this
section shall not affect the validity of any action taken at such meeting.

               2.07. Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders unless the vote of a greater number or voting by classes is
required by law or the articles of incorpo ration. Though less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed.

               2.08. Conduct of Meetings. The Chairman of the Board, if there be
one and he is present, and in his absence, the President, and in his absence,
the Executive Vice President, if there be one and he is present, and in his
absence, a Vice President in the order provided under Section 4.08, and in their
absence, any person chosen by the shareholders present shall call the meeting of
the shareholders to order and shall act as chair man of the 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 all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the Secretary of the corporation before or at the time of the
meeting. 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. No proxy

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shall be valid after eleven months from the date of its execution, unless 
otherwise provided in the proxy. The Board of Directors shall have the power 
and authority to make rules estab lishing presumptions as to the validity 
and sufficiency of proxies.

               2.10. Voting of Shares. Each outstanding share shall be entitled
to one vote upon each matter submitted to a vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any class or
classes are enlarged, limited or denied by the articles of incorporation.

               2.11. Voting of Shares by Certain Holders.

               (a) Other Corporations. Shares standing in the name of another
          corporation may be voted either in person or by proxy, by the
          president of such corporation or any other officer appointed by such
          president. A proxy executed by any principal officer of such other
          corporation or assistant thereto shall be conclusive evidence of the
          signer's author ity to act, in the absence of express notice to this
          corporation, given in writing to the Secretary of this corporation, of
          the designation of some other person by the board of directors or the
          bylaws of such other corporation.

               (b) Legal Representatives and Fiduciaries. Shares held by an
          administrator, executor, guardian, conservator, trustee in bankruptcy,
          receiver, or assignee for creditors may be voted by him either in
          person or by proxy, without a transfer of such shares into his name,
          provided that there is filed with the Secretary before or at the time
          of meeting proper evidence of his incumbency and the number of shares
          held. Shares standing in the name of a fiduciary may be voted by him,
          either in person or by proxy. A proxy exe cuted by a fiduciary, shall
          be conclusive evidence of the signer's authority to act, in the
          absence of express notice to this corporation, given in writing to the
          Secretary of this corporation, that such manner of voting is expressly
          prohibited or otherwise directed by the document creating the
          fiduciary relationship.

               (c) Pledgees. A shareholder whose shares are pledged shall be
          entitled to vote such shares until the shares have been transferred
          into the name of the pledgee, and there after the pledgee shall be
          entitled to vote the shares so transferred.

               (d) Treasury Stock and Subsidiaries. Neither treasury shares, nor
          shares held by another corporation if a majority

                                      - 4 -


<PAGE>   10
          of the shares entitled to vote for the election of directors of such
          other corporation is held by this corporation, shall be voted at any
          meeting or counted in determining the total number of outstanding
          shares entitled to vote, but shares of its own issue held by this
          corporation in a fiduciary capac ity, or held by such other
          corporation in a fiduciary capac ity, may be voted and shall be
          counted in determining the total number of outstanding shares entitled
          to vote.

               (e) Minors. Shares held by a minor may be voted by such minor in
          person or by proxy and no such vote shall be subject to disaffirmance
          or avoidance, unless prior to such vote the Secretary of the
          corporation has received written notice or has actual knowledge that
          such shareholder is a minor.

               (f) Incompetents and Spendthrifts. Shares held by an incompetent
          or spendthrift may be voted by such incompetent or spendthrift in
          person or by proxy and no such vote shall be subject to disaffirmance
          or avoidance, unless prior to such vote the Secretary of the
          corporation has actual knowl edge that such shareholder has been
          adjudicated an incompe tent or spendthrift or actual knowledge of
          filing of judi cial proceedings for appointment of a guardian.

               (g) Joint Tenants. Shares registered in the names of two or more
          individuals who are named in the registration as joint tenants may be
          voted in person or by proxy signed by any one or more of such
          individuals if either (i) no other such individual or his legal
          representative is present and claims the right to participate in the
          voting of such shares or prior to the vote filed with the Secretary of
          the corporation a contrary written voting authorization or direction
          or written denial of authority of the individual present or signing
          the proxy proposed to be voted or (ii) all such other individuals are
          deceased and the Secretary of the corporation has no actual knowledge
          that the survivor has been adjudicated not to be the successor to the
          interests of those deceased.


                         ARTICLE III. BOARD OF DIRECTORS


               3.01. General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as provided in Section 0.03. The directors shall be
divided into three classes as nearly equal in number as possible, with the

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<PAGE>   11

term of the directors of the first class to expire at the first annual meeting 
of shareholders after their election, that of the second class to expire 
at the second annual meeting after their election, and that of the third
class to expire at the third annual meeting after their election. At each annual
meeting, the number of directors equal to the number of the class whose term
expires at the time of such meeting shall be elected to hold office until the
third succeeding annual meeting. The number of directors may be increased or
decreased from time to time by amendment to this Section adopted by the
shareholders or the Board of Directors, provided that the number of directors of
the respective classes shall be as nearly equal as possible, and no decrease in
the number of directors shall have the effect of shortening the term of an
incumbent director.

               3.02. Tenure and Qualifications. Each director shall hold office
until the annual meeting of shareholders at which the term of office of
directors of his class expires and until his successor shall have been elected,
or until his prior death, resignation or removal. A director may be removed from
office by affirmative vote of a majority of the outstanding shares entitled to
vote for the election of such director, taken at a meeting of shareholders
called for that purpose. A director may resign at any time by filing his written
resignation with the Secretary of the corporation. Directors need not be
residents of the State of Wisconsin or shareholders of the corporation.

               3.03. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after
the annual meeting of shareholders, and each adjourned session thereof. The
place of such regular meet ing shall be the same as the place of the meeting of
shareholders which precedes it, or such other suitable place as may be announced
at such meeting of shareholders. The Board of Direc tors 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.

               3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman, the President,
Secretary or any two directors. The President or Secretary calling any special
meeting of the Board of Directors 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 called by them and if no other place is fixed the place of
meeting shall be the principal business office of the corporation in the State
of Wisconsin.


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<PAGE>   12

               3.05. Notice; Waiver. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
given by written notice delivered person ally or mailed or given by telegram to
each director at his busi ness address or at such other address as such director
shall have designated in writing filed with the Secretary, in each case not less
than that number of hours prior thereto as set forth in Section 0.04. If mailed,
such notice shall be deemed to be delivered 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 delivered when the telegram is delivered to
the telegraph company. Whenever any notice whatever is required to be given to
any director of the corporation under the articles of incorporation or bylaws or
any provision of 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 attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

               3.06. Quorum. Except as otherwise provided by law or by the
articles of incorporation or these bylaws, a majority of the number of directors
as provided in Section 0.03 shall con stitute 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.

               3.07. 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 law or by the
articles of incorpor ation or these bylaws.

               3.08. Conduct of Meetings. The Chairman of the Board, if there be
one and he is present, and in his absence, the President, and in his absence,
the Executive Vice President, if there be one and he is present, or in his
absence, a Vice President in the order provided under Section 4.08, 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

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<PAGE>   13

appoint any Assistant Secretary or any director or other person present to act 
as secretary of the meeting.

               3.09. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the share holders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.

               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 ser vices 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 cor poration 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 his dissent shall be
entered in the minutes of the meeting or unless he shall file his written dis
sent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

               3.12. Committees. The Board of Directors by resolu tion adopted
by the affirmative vote of a majority of the number of directors determined as
provided in Section 0.03 may designate one or more committees, each committee to
consist of three or more directors elected by the Board of Directors, which to
the extent provided in said resolution as initially adopted, and as thereafter
supplemented or amended by further resolution adopted by a like vote, shall have
and may exercise, when the Board of Directors is not in session, the powers of
the Board of Directors

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<PAGE>   14

in the management of the business and affairs of the corporation, except action 
in respect to dividends to shareholders, election of the principal officers 
or the filling of vacancies in the Board of Directors or committees created 
pursuant to this sec tion. The Board of Directors may elect one or more
of its mem bers as alternate members of any such committee who may take the
place of any absent member or members at any meeting of such committee, upon
request by the President or upon request by the chairman of such meeting. Each
such committee shall fix its own rules governing the conduct of its activities
and shall make such reports to the Board of Directors of its activities as the
Board of Directors may request.

               3.13. Meetings By Telephone or Other Communication Technology.

               (a) Any or all directors may participate in a regular or special
          meeting or in a committee meeting of the Board of Directors by, or
          conduct the meeting through the use of, telephone or any other means
          of communication by which either: (i) all participating directors may
          simultaneously hear each other during the meeting or (ii) all
          communication during the meeting is immediately transmitted to each
          participating director, and each participating director is able to
          immediately send messages to all other participating directors.

               (b) If a meeting will be conducted through the use of any means
          described in paragraph (a), all participating directors shall be
          informed that a meeting is taking place at which official business may
          be transacted. A director participating in a meeting by any means
          described in paragraph (a) is deemed to be present in person at the
          meeting.


                              ARTICLE IV. OFFICERS


               4.01. Number. The principal officers of the corpora tion shall be
a Chairman of the Board (if one is designated), a President, one or more Vice
Presidents (the number and designations to be determined by the Board of
Directors), a Secretary, and a Treasurer (or Chief Financial Officer), each of
whom shall be elected by the Board of Directors. The Board of Directors may
designate one of the Vice Presidents as the Executive Vice President; and in
that event all references herein to Vice President(s) include the Executive Vice
President unless the context otherwise requires. Such other officers and

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<PAGE>   15

assistant officers as may be deemed necessary may be elected or appointed by 
the Board of Directors. Any two or more offices may be held by the same person, 
except the offices of President and Secretary and the offices of President 
and Vice President.

               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 of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected or until his prior death, resignation or removal.

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

               4.04. Vacancies. A vacancy in any principal office because of
death, resignation, removal, disqualification or otherwise, shall be filled by
the Board of Directors for the unexpired portion of the term.

               4.05. Chairman of the Board. The Board of Directors may elect one
of its members the Chairman of the Board. If designated by the Board, the
Chairman of the Board shall be the chief 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. The
Chairman of the Board shall preside at all meetings of the share holders and
Board of Directors at which he is present. He shall be ex officio a member of
all standing committees and shall be chairman of such committees as determined
by the Board of Directors. He shall have such other powers and duties as may
from time to time be prescribed by the bylaws or by resolution of the Board of
Directors, and in the event he is designated the chief executive officer shall
also have all powers specified for the President as set forth in Section 4.06
below.

               4.06. President. If the Chairman of the Board is not so
designated, 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, in the absence of the Chairman of the Board, preside at
all meetings of

                                     - 10 -

                                                       

<PAGE>   16

the shareholders and Board of Directors. 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 duties, powers and compensation, and to delegate authority to
them. Such agents and employees shall hold office at the discre tion of the
President. He shall have authority to sign, execute and acknowledge, on behalf
of the corporation, all deeds, mort gages, 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 Direc tors; 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 President and such other duties as
may be prescribed by the Board of Directors from time to time.

               4.07. Executive Vice President. The Executive Vice President, if
one be designated, shall assist the Chairman of the Board and President in the
discharge of supervisory, managerial and executive duties and functions. In the
absence of the President or in the event of his death, inability or refusal to
act, the Executive Vice President shall perform the duties of the President and
when so acting shall have all the powers and duties of the President. He shall
perform such other duties as from time to time may be assigned to him by the
Board of Directors or the President.

               4.08. Vice Presidents. In the absence of the Chairman of the
Board, the President and the Executive Vice President or in the event of their
death, inability or refusal to act, or in the event for any reason it shall be
impracticable for them 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. Vice Presidents may be designated

                                     - 11 -

                                                       

<PAGE>   17

as the Vice President of a specified division, department or portion of the 
corporation's business.

               4.09. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a regis ter of the post office address of each shareholder which
shall be furnished to the Secretary by such 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 Chairman, the President or by
the Board of Directors.

               4.10. Treasurer. The Treasurer (or Chief Financial Officer)
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) 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 (c) 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 Chairman, 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.

               4.11. 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 autho rize. 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 respec tively, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such

                                     - 12 -

                                                        

<PAGE>   18

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 Chairman, the President or 
the Board of Directors.

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

               4.13. Salaries. The salaries of the principal offi cers 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.


                       ARTICLE V. CONTRACTS, LOANS, CHECKS
                                  AND DEPOSITS


               5.01. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any con tract 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. No contract or
other trans action between the corporation and one or more of its directors or
any other corporation, firm, association, or entity in which one or more of its
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if (1)
the fact of such relationship or inter est is disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the contract or
trans action by a vote or consent sufficient for the purpose without counting
the votes or consents of such interested directors; or (2) the fact of such
relationship or interest is disclosed or known to the shareholders entitled to
vote and they authorize,

                                     - 13 -

                                                        

<PAGE>   19

approve or ratify such contract or transaction by vote or written consent; 
or (3) the contract or transaction is fair and reasonable to the corporation. 
Common or interested directors may be counted in determining the presence 
of a quorum at a meeting of the Board of Directors or a committee thereof 
which authorizes, approves or ratifies such contract or transactions.

               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 Direc tors. 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(s), employee(s) or
agent(s) of the corpo ration and in such manner as shall from time to time be
deter mined 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 Direc tors, (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
corpora tion by the President 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 exe cute 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 Presi dents of this corporation,
without necessity of any authorization by the Board of Directors, affixation of
corporate seal or coun tersignature 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.

                                     - 14 -

                                                       

<PAGE>   20

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER


               6.01. Certificates for Shares. Certificates repre senting shares
of the corporation shall be in such form, consis tent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed by the
Chairman, 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,
if the corporation has elected to have a seal, on any certificates for shares
may be a facsimile. The signatures of the Chairman, the President or Vice
President and the Secretary or Assistant Secretary upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent,
or a registrar, other than the corporation itself or an employee of the
corporation.

               6.03. Signature by Former Officers. In case any offi cer, 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 corpor ation may treat
the registered owner of such shares as the person exclusively entitled to vote,
to receive notifications and other wise to have and exercise all the rights and
power 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

                                     - 15 -

                                                        

<PAGE>   21

compliance with such other regulations as may be prescribed by or 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 con spicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

               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 corpora tion has notice that such shares have been acquired
by a bona fide purchaser, and (b) files with the corporation a sufficient
indemnity bond, or affidavit and indemnity agreement, and (c) satisfies such
other reasonable requirements as may be prescribed by or under the authority of
the Board of Directors.

               6.07. Consideration for Shares. The shares of the corporation may
be issued for such consideration as shall be fixed from time to time by the
Board of Directors, provided that any shares having a par value shall not be
issued for a consider ation less than the par value thereof. The consideration
to be paid for shares may be paid in whole or in part, in money, in other
property, tangible or intangible, or in labor or services actually performed for
the corporation. When payment of the consideration for which shares are to be
issued shall have been received by the corporation, such shares shall be deemed
to be fully paid and nonassessable by the corporation. No certificate shall be
issued for any share until such share is fully paid.

               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. WAIVER OF NOTICE


               Whenever any notice whatever is required to be given under the
provisions of the Wisconsin Business Corporation Law or under the provisions of
the articles of incorporation or bylaws a waiver thereof in writing signed at
any time, whether before or after the time of the meeting, by the person or
persons entitled to such notice shall be deemed equivalent to the giving of such
notice. Such waiver by a shareholder in respect of any matter of

                                     - 16 -

                                                        

<PAGE>   22
which notice is required under any provision of the Wisconsin Business 
Corporation Law shall contain the same information as would have been required 
to be included in such notice under any applicable provisions of said Law, 
except that the time and place of meeting need not be stated.


                         ARTICLE VIII. UNANIMOUS CONSENT
                                WITHOUT A MEETING


               Any action required by the articles of incorporation or bylaws or
any provision of the Wisconsin Business Corporation Law to be taken at a meeting
or any other action which may be taken 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 of the shareholders, directors or members of a committee thereof
entitled to vote with respect to the subject matter thereof and such consent
shall have the same force and effect as a unanimous vote.


                           ARTICLE IX. INDEMNIFICATION


               9.01. Indemnification for Successful Defense. Within 20 days
after receipt of a written request pursuant to Section 9.03, the corporation
shall indemnify a director or officer, to the extent he or she has been
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if the director or officer was a
party because he or she is a director or officer of the corporation.

               9.02. Other Indemnification.

               (a) In cases not included under Section 9.01, the cor poration
          shall indemnify a director or officer against all liabilities and
          expenses incurred by the director or officer in a proceeding to which
          the director or officer was a party because he or she is a director or
          officer of the corpora tion, unless liability was incurred because the
          director or officer breached or failed to perform a duty he or she
          owes to the corporation and the breach or failure to perform
          constitutes any of the following:

                    (1) A willful failure to deal fairly with the corporation or
               its shareholders in connection with a

                                     - 17 -

                                                       

<PAGE>   23

               matter in which the director or officer has a material conflict
               of interest.

                    (2) A violation of criminal law, unless the director or
               officer had reasonable cause to believe his or her conduct was
               lawful or no reasonable cause to believe his or her conduct was
               unlawful.

                    (3) A transaction from which the director or officer derived
               an improper personal profit.

                    (4) Willful misconduct.

          (b) Determination of whether indemnification is required under this
     Section shall be made pursuant to Section 9.05.

          (c) The termination of a proceeding by judgment, order, settlement or
     conviction, or upon a plea of no contest or an equivalent plea, does not,
     by itself, create a presumption that indemnification of the director or
     officer is not required under this Section.

               9.03. Written Request. A director or officer who seeks
indemnification under Sections 9.01 or 9.02 shall make a written request to the
corporation.

               9.04. Nonduplication. The corporation shall not indemnify a
director or officer under Sections 9.01 or 9.02 if the director or officer has
previously received indemnification or allowance of expenses from any person,
including the corporation, in connection with the same proceeding. However, the
director or officer has no duty to look to any other person for indemnification.

               9.05. Determination of Right to Indemnification.

          (a) Unless otherwise provided by the Articles of Incorporation or by
     written agreement between the director or officer and the corporation, the
     director or officer seeking indemnification under Section 9.02 shall select
     one of the following means for determining his or her right to
     indemnification:

               (1) By a majority vote of a quorum of the board of directors
          consisting of directors not at the time parties to the same or related
          proceedings. If a quorum of disinterested directors cannot be
          obtained, by majority vote of a committee duly appointed by the

                                     - 18 -

                                                        

<PAGE>   24

               board of directors and consisting solely of 2 or more directors
               not at the time parties to the same or related proceedings.
               Directors who are parties to the same or related proceedings may
               participate in the designation of members of the committee.

                    (2) By independent legal counsel selected by a quorum of the
               board of directors or its committee in the manner prescribed in
               sub. (1) or, if unable to obtain such a quorum or committee, by a
               majority vote of the full board of directors, including directors
               who are parties to the same or related proceedings.

                    (3) By a panel of 3 arbitrators consisting of one arbitrator
               selected by those directors entitled under sub. (2) to select
               independent legal counsel, one arbi trator selected by the
               director or officer seeking indemnification and one arbitrator
               selected by the 2 arbitrators previously selected.

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

                    (5) By a court under Section 9.08.

                    (6) By any other method provided for in any addi tional
               right to indemnification permitted under Section 9.07.

               (b) In any determination under (a), the burden of proof is on the
          corporation to prove by clear and convincing evidence that
          indemnification under Section 9.02 should not be allowed.

               (c) A written determination as to a director's or officer's
          indemnification under Section 9.02 shall be submitted to both the
          corporation and the director or officer within 60 days of the
          selection made under (a).

               (d) If it is determined that indemnification is required under
          Section 9.02, the corporation shall pay all liabilities and expenses
          not prohibited by Section 9.04 within 10 days after receipt of the
          written determination under (c). The corporation shall also pay all
          expenses

                                     - 19 -

                                                        

<PAGE>   25

         incurred by the director or officer in the determination
         process under (a).

               9.06. Advance Expenses. Within 10 days after receipt of a written
request by a director or officer who is a party to a proceeding, the corporation
shall pay or reimburse his or her reasonable expenses as incurred if the
director or officer pro vides the corporation with all of the following:

                    (1) A written affirmation of his or her good faith belief
               that he or she has not breached or failed to perform his or her
               duties to the corporation.

                    (2) A written undertaking, executed personally or on his or
               her behalf, to repay the allowance to the extent that it is
               ultimately determined under Section 9.05 that indemnification
               under Section 9.02 is not required and that indemnification is
               not ordered by a court under Section 9.08(b)(2). The undertaking
               under this subsection shall be an unlimited general obligation of
               the director or officer and may be accepted without reference to
               his or her ability to repay the allowance. The undertaking may be
               secured or unsecured.

               9.07.  Nonexclusivity.

                    (a) Except as provided in (b), Sections 9.01, 9.02 and 9.06
               do not preclude any additional right to indemnification or
               allowance of expenses that a director or officer may have under
               any of the following:

                    (1) The articles of incorporation.

                    (2) A written agreement between the director or officer and
               the corporation.

                    (3) A resolution of the board of directors.

                    (4) A resolution, after notice, adopted by a majority vote
               of all of the corporation's voting shares then issued and
               outstanding.

               (b) Regardless of the existence of an additional right under (a),
          the corporation shall not indemnify a director or officer, or permit a
          director or officer to retain any allowance of expenses unless it is
          determined by or on behalf of the corporation that the director or
          officer did

                                     - 20 -

                                                        

<PAGE>   26
          not breach or fail to perform a duty he or she owes to the corporation
          which constitutes conduct under Section 9.02(a)(1), (2), (3) or (4). A
          director or officer who is a party to the same or related proceeding
          for which indemnification or an allowance of expenses is sought may
          not participate in a determination under this subsection.

               (c) Sections 9.01 to 9.12 do not affect the corpora tion's power
          to pay or reimburse expenses incurred by a director or officer in any
          of the following circumstances.

                    (1) As a witness in a proceeding to which he or she is not a
               party.

                    (2) As a plaintiff or petitioner in a proceeding because he
               or she is or was an employee, agent, director or officer of the
               corporation.

               9.08.  Court-Ordered Indemnification.

               (a) Except as provided otherwise by written agreement between the
          director or officer and the corporation, a director or officer who is
          a party to a proceeding may apply for indemnification to the court
          conducting the proceeding or to another court of competent
          jurisdiction. Application may be made for an initial determination by
          the court under Section 9.05(a)(5) or for review by the court of an
          adverse determination under Section 9.05(a) (1), (2), (3), (4) or (6).
          After receipt of an application, the court shall give any notice it
          considers necessary.

               (b) The court shall order indemnification if it deter mines any
          of the following:

                    (1) That the director or officer is entitled to
               indemnification under Sections 9.01 or 9.02.

                    (2) That the director or officer is fairly and reasonably
               entitled to indemnification in view of all the relevant
               circumstances, regardless of whether indemnification is required
               under Section 9.02.

               (c) If the court determines under (b) that the director or
          officer is entitled to indemnification, the corporation shall pay the
          director's or officer's expenses incurred to obtain the court-ordered
          indemnification.

               9.09. Indemnification of Employees or Agents. The corporation may
indemnify and allow reasonable expenses of an

                                     - 21 -

                                                       

<PAGE>   27

employee or agent who is not a director or officer to the extent provided by 
the Articles of Incorporation or Bylaws, by general or specific action of 
the board of directors or by contract.

               9.10. Insurance. The corporation may purchase and maintain
insurance on behalf of an individual who is an employee, agent, director or
officer of the corporation against liability asserted against or incurred by the
individual in his or her capacity as an employee, agent, director or officer,
regardless of whether the corporation is required or authorized to indemnify or
allow expenses to the individual against the same liability under Sections 9.01,
9.02, 9.06 and 9.09.

               9.11. Liberal Construction. In order for the corpora tion to
obtain and retain qualified directors and officers, the foregoing provisions
shall be liberally administered in order to afford maximum indemnification of
directors and officers and, accordingly, the indemnification above provided for
shall be granted in all cases unless to do so would clearly contravene
applicable law, controlling precedent or public policy.

               9.12. Definitions Applicable to This Article.

               (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) "Corporation" means this corporation and any domestic or
          foreign predecessor of this corporation where the predecessor
          corporation's existence ceased upon the consummation of a merger or
          other transaction.

               (c) "Director or Officer" means any of the following:

                    (1) A natural person who is or was a director or officer of
               this corporation.

                    (2) A natural person who, while a director or officer of
               this corporation, is or was serving at the corporation's request
               as a director, officer, partner, trustee, member of any governing
               or decision-making committee, employee or agent of another
               corporation or foreign corporation, partnership, joint venture,
               trust or other enterprise.


                                     - 22 -

                                               

<PAGE>   28
                    (3) A natural person who, while a director or officer of
               this corporation, is or was serving an employe benefit plan
               because his or her duties to the corporation also impose duties
               on, or otherwise involve services by, the person to the plan or
               to participants or beneficiaries of the plan.

                    (4) Unless the context requires otherwise, the estate or
               personal representative of a director or officer.

For purposes of this Article, 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.

               (d) "Expenses" include fees, costs, charges, disburse ments,
          attorney fees and other expenses incurred in connec tion with a
          proceeding.

               (e) "Liability" includes the obligation to pay a judg ment,
          settlement, penalty, assessment, forfeiture or fine, including an
          excise tax assessed with respect to an employe benefit plan, and
          reasonable expenses.

               (f) "Party" includes a natural person who was or is, or who is
          threatened to be made, a named defendant or respondent in a
          proceeding.

               (g) "Proceeding" means any threatened, pending or com pleted
          civil, criminal, administrative or investigative action, suit,
          arbitration or other proceeding, whether formal or informal, which
          involves foreign, federal, state or local law and which is brought by
          or in the right of the corporation or by any other person.


                                 ARTICLE X. SEAL


               The Board of Directors may 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."




                                     - 23 -


<PAGE>   29

                             ARTICLE XI. AMENDMENTS


               11.01. By Shareholders. These bylaws may be altered, amended or
repealed and new bylaws may be adopted by the share holders by affirmative vote
of not less than a majority of the shares present or represented at an annual or
special meeting of the shareholders at which a quorum is in attendance.

               11.02. By Directors. These bylaws may also be altered, amended or
repealed and new bylaws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no bylaw adopted by the shareholders shall be
amended or repealed by the Board of Directors if the bylaw so adopted so
provides.

               11.03. Implied Amendments. Any action taken or autho rized by the
shareholders or by the Board of Directors, which would be inconsistent with the
bylaws then in effect but is taken or authorized by affirmative vote of not less
than the number of shares or the number of directors required to amend the
bylaws so that the bylaws would be consistent with such action, shall be given
the same effect as though the bylaws 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 XII. FISCAL YEAR


               The fiscal year of the corporation shall end on the date set
forth in Section 0.05.












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