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                                                                     EXHIBIT 3.2

                                 CURRENT BY-LAWS
                                       OF
                             SCHOOL SPECIALTY, INC.


                                    ARTICLE I
                                     OFFICES

         SECTION 1.1. Principal and Other Offices. The principal office of the
Corporation shall be located at any place either within or outside the State of
Wisconsin as designated in the Corporation's most current Annual Report filed
with the Wisconsin Department of Financial Institutions. The Corporation may
have such other offices, either within or outside the State of Wisconsin, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.

         SECTION 1.2. Registered Office. The registered office of the
Corporation required by the Wisconsin Business Corporation Law to be maintained
in the State of Wisconsin may, but need not, be the same as any of its places of
business. The registered office may be changed from time to time.

         SECTION 1.3. Registered Agent. The registered agent of the Corporation
required by the Wisconsin Business Corporation Law to maintain a business office
in the State of Wisconsin may, but need not, be an officer or employee of the
Corporation. The registered agent may be changed from time to time.

                                   ARTICLE II
                                  SHAREHOLDERS

         SECTION 2.1. Annual Meeting. The annual meeting of shareholders shall
be held on such date and at such time as shall be fixed by, or at the direction
of, the Board of Directors, for the purpose of electing directors for the class
of directors whose term expires in such year and for the transaction of such
other business as may have been properly brought before the meeting in
compliance with the provisions of Sections 2.5 and 2.6.

         SECTION 2.2. Special Meetings. Except as otherwise required by
applicable law, special meetings of shareholders may only be called by (a) the
Chairman of the Board of Directors, (b) the Chief Executive Officer, (c) the
President or (d) the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption); provided,
however, that the Corporation shall hold a special meeting of shareholders if a
signed and dated written demand or demands by the holders of at least ten
percent (10%) of the total outstanding shares of capital stock of the
Corporation entitled to vote on any issue proposed to be considered at the
special

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meeting is delivered to the Secretary of the Corporation as required under the
Wisconsin Business Corporation Law, which demand or demands must describe one or
more purposes for which the shareholders demand a meeting be called, and the
shareholders demanding the meeting pay to the Corporation, or make satisfactory
arrangements with the Corporation for payment of, the Corporation's anticipated
costs of holding the meeting, including the costs of printing and mailing any
proxy materials. Only business within the purpose described in the notice
required by Section 2.4 may be conducted at a special shareholders' meeting.

         SECTION 2.3. Place of Meeting. The Board of Directors, the Chairman of
the Board, the Chief Executive Officer or the President may designate any place,
within or outside the State of Wisconsin, as the place of meeting for the annual
or special meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation, but any meeting may be adjourned to
reconvene at any place designated by vote of a majority of the shares
represented at the meeting.

         SECTION 2.4. Notice of Meeting. The Corporation shall notify
shareholders of the date, time and place of each annual and special
shareholders' meeting. Notice of a special meeting shall include a description
of each purpose for which the meeting is called. Notice of all meetings need be
given only to shareholders entitled to vote, unless otherwise required by the
Wisconsin Business Corporation Law, and shall be given not less than ten nor
more than sixty days before the meeting date. The Corporation may give notice in
person, by mail or other method of delivery, by telephone, including voice mail,
answering machine or answering service, or by other electronic means. If these
forms of personal notice are impracticable, notice may be communicated by a
newspaper of general circulation in the area where published, or by radio,
television or other form of public broadcast communication. Written notice,
which includes notice by electronic transmission, shall be deemed to be
effective at the earlier of (i) receipt, (ii) mailing, but only if mailed
postpaid and addressed to the shareholder's address shown in the Corporation's
current record of shareholders or (iii) when electronically transmitted to the
shareholder in a manner authorized by the shareholder. The Corporation may give
oral notice and such oral notice shall be deemed to be effective when
communicated. Notice by newspaper, radio, television or other form of public
broadcast communication shall be deemed to be effective on the date of
publication or broadcast.

         SECTION 2.5. Advance Notice Shareholder-Proposed Business at Annual
Meeting. At an annual meeting of shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any amendment or supplement thereto) given in accordance with
Section 2.4, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President or (c) otherwise properly brought before the
meeting by a shareholder.

         In addition to any other requirements under applicable law, the
Articles of Incorporation or these By-Laws for business to be properly brought
before an annual meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be received at the principal office of the

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Corporation not less than 120 calendar days prior to the date of the
Corporation's proxy statement in connection with the annual meeting of
shareholders in the immediately preceding year; provided, however, that in the
event the Corporation did not hold an annual meeting the previous year, or if
the date of the annual meeting is changed by more than 30 days from the date of
the previous year's meeting, then notice must be received a reasonable time
before the Corporation begins to print and mail its proxy materials.

         A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the shareholder proposing such business, (iii) the class
and number of shares of the Corporation which are owned beneficially and of
record by the shareholder and (iv) any interest of the shareholder in such
business. In addition, any such shareholder shall be required to provide such
further information as may be requested by the Corporation in order to comply
with federal and state securities laws, rules and regulations. The Corporation
may require evidence by any person giving notice under this Section 2.5 that
such person is a bona fide beneficial owner of the Corporation's shares.

         Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 2.5; provided, however, that nothing in this Section
2.5 shall be deemed to preclude discussion by any shareholder of any business
properly brought before the annual meeting in accordance with said procedure.

         The presiding officer at the annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section
2.5, and if he or she should so determine, he or she shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.

         SECTION 2.6. Procedure for Nomination of Directors. Only persons
nominated in accordance with all of the procedures set forth in these By-Laws
shall be eligible for election as directors. Nominations of persons for election
to the Board of Directors of the Corporation may be made at a meeting of
shareholders (a) by or at the direction of the Board of Directors, (b) by any
nominating committee or persons appointed by the Board or (c) by any shareholder
of the Corporation entitled to vote for election of directors at the meeting who
complies with all of the notice procedures set forth in this Section 2.6.

         Nominations other than those made by or at the direction of the Board
of Directors or any nominating committee or person appointed by the Board shall
be made pursuant to timely notice in proper written form to the Secretary of the
Corporation. To be timely, a shareholder's request to nominate a person for
director, together with the written consent of such person to serve as a
director, must be received by the Secretary of the Corporation at the
Corporation's principal office as follows: (x) with respect to an annual
meeting, not less than sixty (60) days nor more than ninety (90) days prior to
the anniversary date of the annual meeting of shareholders in the immediately
preceding year; provided, however, that in the event the date of the annual
meeting

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is advanced by more than thirty (30) days or delayed by more than thirty (30)
days from such anniversary date, notice must be received not earlier than the
ninetieth (90/th/) day prior to such annual meeting and not later than the tenth
(10/th/) day following the day on which notice of the date of such meeting was
first communicated; and (y) with respect to a special meeting, not less than
sixty (60) nor more than ninety (90) days prior to the special meeting, or the
tenth (10/th/) day following the day on which notice of the date of such special
meeting is first communicated. In addition, if the nomination is to be made
pursuant to a shareholder proposal, such proposal must comply with Section 2.5.

         To be in proper written form, such shareholder's notice shall set forth
in writing (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a director (1) the name, age, business address and
residence address of such person, (2) the principal occupation or employment of
such person, (3) the class and number of shares of stock of the Corporation
which are beneficially owned by such person and (4) such other information
relating to such person as would be required to be disclosed in solicitations of
proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and any successor to such
Regulation; and (ii) as to the shareholder giving the notice (1) the name and
record address of such shareholder, (2) the class and number of shares of the
Corporation which are owned beneficially and of record by such shareholder, (3)
a representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and will remain such through the
record date for the meeting and (4) a representation that such shareholder
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation or the shareholder to nominate the proposed nominee.

         The presiding officer at the annual or special meeting shall, if the
facts so warrant, determine and declare to the meeting that a nomination was not
made in accordance with the provisions of this Section 2.6, and if he or she
should so determine, he or she shall so declare to the meeting and the defective
nomination(s) shall be disregarded.

         SECTION 2.7. Fixing of Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to receive payment of any distribution or 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 record date shall not be more than
seventy (70) days prior to the date on which the particular action requiring
such determination of shareholders is to be taken.

         If no record date is so fixed, the record date for determination of
such shareholders shall be at the close of business on:

         (a) With respect to an annual shareholders meeting or any special
shareholders meeting called by the Board of Directors or any person specifically
authorized by the Board of Directors

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or these By-Laws to call a meeting, the day before the first notice is mailed or
otherwise transmitted or communicated to shareholders;

         (b) With respect to a special shareholders meeting demanded by the
shareholders, the date the first shareholder signs the demand;

         (c) With respect to the payment of a share dividend, the date the Board
of Directors authorizes the share dividend; and

         (d) With respect to a distribution to shareholders (other than one
involving a repurchase or reacquisition of shares), the date the Board of
Directors authorizes the distribution.

         SECTION 2.8. Voting Lists. After fixing a record date for a meeting,
the Corporation shall prepare a list of the names of all its shareholders who
are entitled to notice of a shareholders meeting. The list shall be arranged by
class or series of shares and show the address of and the number of shares held
by each shareholder. The shareholders list must be available for inspection by
any shareholder, beginning two (2) business days after notice of the meeting is
given for which the list was prepared and continuing to the date of the meeting.
The list shall be available at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting is to be held.
Subject to the provisions of the Wisconsin Business Corporation Law, a
shareholder or his or her agent or attorney may, on written demand, inspect and
copy the list during regular business hours at such shareholder's expense,
during the period that it is available for inspection. The Corporation shall
make the shareholders list available at the meeting, and any shareholder or his
or her agent or attorney may inspect the list at any time during the meeting or
any adjournment thereof. Refusal or failure to prepare or make available the
shareholders list shall not affect the validity of any action taken at such
meeting.

         SECTION 2.9. Shareholder Quorum and Voting Requirements. Shares
entitled to vote as a separate voting group may take action on a matter at a
meeting only if a quorum of those shares exists with respect to that matter.
Unless the Articles of Incorporation, these By-Laws or the Wisconsin Business
Corporation Law provide otherwise, a majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action on that matter.

         If the Articles of Incorporation or the Wisconsin Business Corporation
Law provide for voting by two or more voting groups on a matter, action on that
matter is taken only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a matter even though no
action is taken by another voting group entitled to vote on the matter.

         Once a share is represented for any purpose at a meeting, other than
for the purpose of objecting to holding the meeting or transacting business at
the meeting, it is deemed present for purposes of determining whether a quorum
exists, for the remainder of the meeting and for any adjournment of that meeting
to the extent provided in Section 2.14.

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         If a quorum exists, action on a matter by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation, these By-Laws or the
Wisconsin Business Corporation Law require a greater number of affirmative
votes; provided, however, that for purposes of electing directors, unless
otherwise provided in the Articles of Incorporation, directors are elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present. For purposes of electing directors, (a) a
"plurality" means that the individuals with the largest number of votes are
elected as directors up to the maximum number of directors to be chosen at the
election and (b) votes against a candidate are not given legal effect and are
not counted as votes cast in an election of directors.

         SECTION 2.10. Proxies. A shareholder entitled to vote at a meeting of
shareholders, or to express consent or dissent in writing to any corporate
action without a meeting of shareholders, may authorize another person to act
for the shareholder by appointing the person as proxy. A shareholder, or the
shareholder's duly authorized attorney-in-fact, may appoint a person as proxy
(i) by signing, or causing the shareholder's signature to be affixed to, an
appointment form by any reasonable means, including, but not limited to, by
facsimile signature, or (ii) by transmitting, or authorizing the transmission
of, an electronic transmission of appointment to the person who will be
appointed as proxy or to a proxy solicitation firm, proxy support service
organization or like agent authorized to receive the transmission by the person
who will be appointed as proxy. An appointment of proxy is effective when a
signed appointment form or an electronic transmission of the appointment is
received by the Inspector of Election or the officer or agent of the Corporation
authorized to tabulate votes. An appointment is valid for 11 months unless a
different period is expressly provided in the appointment.

         SECTION 2.11. Voting of Shares. Unless otherwise provided in the
Articles of Incorporation or the Wisconsin Business Corporation Law, each
outstanding share entitled to vote shall be entitled to one (1) vote upon each
matter submitted to a vote at a meeting of shareholders.

         No shares in the Corporation held by another corporation may be voted
if the Corporation owns, directly or indirectly, a sufficient number of shares
entitled to elect a majority of the directors of such other corporation;
provided, however, that the Corporation shall not be limited in its power to
vote any shares, including its own shares, held by it in a fiduciary capacity.

         SECTION 2.12. Voting Shares Owned by the Corporation. Shares of the
Corporation belonging to it shall not be voted directly or indirectly at any
meeting and shall not be counted in determining the total number of outstanding
shares at any given time, but shares held by the Corporation in a fiduciary
capacity may be voted and shall be counted in determining the total number of
outstanding shares at any given time.

         SECTION 2.13. Acceptance of Instruments Showing Shareholder Action.

         (a) If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a shareholder, the Corporation, if acting in good
faith, may accept the vote, consent, waiver or proxy appointment and give it
effect as the act of the shareholder.

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         (b) If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of its shareholder, the Corporation, if acting
in good faith, may accept the vote, consent, waiver or proxy appointment and
give it effect as the act of the shareholder if any of the following apply:

                  (i)   the shareholder is an entity, within the meaning of the
         Wisconsin Business Corporation Law, and the name signed purports to be
         that of an officer or agent of the entity;

                  (ii)  the name signed purports to be that of a personal
         representative, administrator, executor, guardian or conservator
         representing the shareholder and, if the Corporation or its agent
         requests, evidence of fiduciary status acceptable to the Corporation is
         presented with respect to the vote, consent, waiver or proxy
         appointment;

                  (iii) the name signed purports to be that of a receiver or
         trustee in bankruptcy of the shareholder and, if the Corporation or its
         agent requests, evidence of this status acceptable to the Corporation
         is presented with respect to the vote, consent, waiver or proxy
         appointment;

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

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

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

         SECTION 2.14. Adjournments. An annual or special meeting of
shareholders may be adjourned at any time, including after action on one or more
matters, by a majority of shares represented, even if less than a quorum. The
meeting may be adjourned for any purpose, including, but not limited to,
allowing additional time to solicit votes on one or more matters, to disseminate
additional information to shareholders or to count votes. Upon being reconvened,
the adjourned meeting shall be deemed to be a continuation of the initial
meeting.

         (a) Quorum. Once a share is represented for any purpose at the original
meeting, other than for the purpose of objecting to holding the meeting or
transacting business at a meeting, it is considered present for purposes of
determining if a quorum exists, for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

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         (b) Record Date. When a determination of shareholders entitled to
notice of or to vote at any meeting of shareholders has been made as provided in
Section 2.7, such determination shall be applied to any adjournment thereof
unless the Board of Directors fixes a new record date, which it shall do if the
meeting is adjourned to a date more than one hundred and twenty (120) days after
the date fixed for the original meeting.

         (c) Notice. Unless a new record date for an adjourned meeting is or
must be fixed pursuant to Section 2.14(b), the Corporation is not required to
give notice of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment.

         SECTION 2.15. Waiver of Notice by Shareholders. A shareholder may waive
any notice required by the Wisconsin Business Corporation Law, the Articles of
Incorporation or these By-Laws before or after the date and time stated in the
notice. The waiver shall be in writing and signed by the shareholder entitled to
the notice, contain the same information that would have been required in the
notice under any applicable provisions of the Wisconsin Business Corporation
Law, except that the time and place of the meeting need not be stated, and be
delivered to the Corporation for inclusion in the Corporation's records. A
shareholder's attendance at a meeting, in person or by proxy, waives objection
to (a) lack of notice or defective notice of the meeting, unless the shareholder
at the beginning of the meeting or promptly upon arrival objects to the holding
of the meeting or transacting business at the meeting and (b) consideration of a
particular matter at the meeting that is not within the purpose described in the
meeting notice, unless the shareholder objects to considering the matter when it
is presented.

         SECTION 2.16. Shareholder Action by Written Consent. Any action
required or permitted to be taken at a meeting of shareholders may be taken
without a meeting only by unanimous written consent or consents signed by all of
the shareholders of the Corporation and delivered to the Corporation for
inclusion in the Corporation's records.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 3.1. General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation
managed under the direction of, its Board of Directors, subject to any
limitations set forth in the Articles of Incorporation.

         SECTION 3.2.  Number, Class, Tenure and Qualifications.

         (a) Number. Except as otherwise provided in the Articles of
Incorporation, the number of directors of the Corporation shall be not less than
one (1), the exact number of directors to be determined from time to time by
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors then in office.

         (b) Class. The directors shall be divided into three classes,
designated Class I, Class II and Class III, and the term of office of directors
of each class shall be three (3) years. Directors shall be assigned to each
class in accordance with a resolution or resolutions adopted by the

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Board of Directors. Each class shall consist, as nearly as possible, of
one-third (1/3) of the total number of directors constituting the entire Board
of Directors. If the number of directors is changed by resolution of the Board
of Directors pursuant to Section 3.2(a), any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, but in no case shall a decrease in the number
of directors shorten the term of any incumbent director.

         (c) Tenure. A director shall hold office until the annual meeting for
the year in which his or her term expires and until his or her successor shall
be duly elected and qualified or until his or her earlier death, resignation or
removal.

         (d) Qualifications. A director need not be a resident of the State of
Wisconsin or a shareholder of the Corporation except if required by the Articles
of Incorporation. The Board of Directors, at its discretion, may establish any
qualifications for directors, which qualifications, if any, shall only be
applied for determining qualifications of a nominee for director as of the date
of the meeting at which such nominee is to be elected or appointed.

         Notwithstanding the foregoing, whenever the holders of any one or more
series of Preferred Stock shall have the right, voting separately, as a class or
series, to elect directors, the election, term of office, filling of vacancies,
removal and other features of such directorships shall be governed by the terms
of the Articles of Incorporation applicable thereto.

         SECTION 3.3. Removal. Exclusive of directors, if any, elected by the
holders of one or more series of Preferred Stock, no director of the Corporation
may be removed from office by a vote of the shareholders at any time, except for
Cause. As used in this Section 3.3, the term "Cause" shall mean solely
malfeasance arising from the performance of a director's duties which has a
materially adverse effect on the business of the Corporation.

         SECTION 3.4. Resignation. A director may resign at any time by
delivering written notice to the Board of Directors, the Chairman of the Board
or to the Corporation (which shall be directed to the Secretary). Such
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.

         SECTION 3.5. Vacancies. A vacancy on the Board of Directors caused by
shareholder removal as provided in Section 3.3 may be filled by the shareholders
at the same meeting at which such removal occurs. Vacancies caused by any such
removal and not filled by the shareholders at the meeting at which such removal
occurs, or any vacancy resulting from an increase in the number of directors or
caused by the death or resignation of a director, shall be filled by the vote of
a majority of the directors then in office, although less than a quorum, or by
the sole remaining director. Any director so elected to fill any vacancy on the
Board of Directors shall hold office for the remaining term of directors of the
class to which he or she has been elected and until his or her successor shall
be duly elected and qualified or until his or her earlier death, resignation or
removal. A vacancy that will occur at a specific later date may be filled before
the vacancy occurs, but the new director will not take office until the vacancy
occurs.

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         SECTION 3.6. Committees. The Board of Directors, by resolution adopted
by the affirmative vote of a majority of the entire Board of Directors then in
office, may create one or more committees, appoint members of the Board of
Directors to serve on the committees and designate other members of the Board of
Directors to serve as alternates. Each committee shall consist of two or more
members of the Board of Directors. Unless otherwise provided by the Board of
Directors, members of the committee shall serve at the pleasure of the Board of
Directors. Each committee may exercise those aspects of the authority of the
Board of Directors which are within the scope of the committee's assigned
responsibilities or which the Board of Directors otherwise confers upon such
committee; provided, however, a committee may not do any of the following:

         (a) authorize distributions;

         (b) approve or propose to shareholders action that the Wisconsin
Business Corporation Law requires be approved by shareholders;

         (c) fill vacancies on the Board of Directors or, unless the Board of
Directors has specifically granted authority to the committee, its committees;

         (d) amend the Articles of Incorporation pursuant to the authority of
directors to do so granted by the Wisconsin Business Corporation Law;

         (e) adopt, amend, or repeal by-laws;

         (f) approve a plan of merger not requiring shareholder approval;

         (g) authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the Board of Directors; or

         (h) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee (or a senior executive officer of the Corporation,
including without limitation the Chief Executive Officer and the President) to
do so within limits prescribed by the Board of Directors.

Except as required or limited by the Articles of Incorporation, these By-Laws,
the Wisconsin Business Corporation Law or resolution of the Board of Directors,
each committee shall be authorized to fix its own rules governing the conduct of
its activities. Each committee shall make such reports to the Board of Directors
of its activities as the Board of Directors may request.

         SECTION 3.7. Compensation. Except as provided in the Articles of
Incorporation, the Board of Directors, irrespective of any personal interest of
any of its members, may fix the compensation of directors.

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         SECTION 3.8. Regular Meetings. A regular meeting of the Board of
Directors shall be held on the same date as, and at the same place as, the
annual meeting of shareholders, and each adjourned session thereof. A regular
meeting of a committee, if any, shall be at such date, place, either within or
outside the State of Wisconsin, and time as such committee determines. Other
regular meetings of the Board of Directors shall be held at such dates, times
and places, either within or outside the State of Wisconsin, as the Board of
Directors determines.

         SECTION 3.9. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
Chief Executive Officer, the President or a majority of the members of the Board
of Directors then in office. Special meetings of a committee may be called by or
at the request of the Chairman of the committee or a majority of the committee
members. The person or persons authorized to call special meetings of the Board
of Directors or a committee may fix any date, time and place, either within or
outside the State of Wisconsin, for any special meeting of the Board of
Directors or committee called by them.

SECTION 3.10. Notice; Waiver. Notice of meetings, except for regular meetings,
shall be given at least five days previously thereto and shall state the date,
time and place of the meeting of the Board of Directors or committee. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors or committee need be specified in the notice
of such meeting. Notice may be communicated in person, by mail or other method
of delivery, by telephone, including voice mail, answering machine or answering
service, or by other electronic means. Written notice, which includes notice by
electronic transmission, is effective at the earliest of the following: (1) when
received; (2) on the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the addressee; (3) two days after it is deposited with a private
carrier; or (4) when electronically transmitted. Oral notice is deemed effective
when communicated.

         A director may waive any notice required by the Wisconsin Business
Corporation Law, the Articles of Incorporation or the By-Laws before or after
the date and time stated in the notice. The waiver shall be in writing, signed
by the director entitled to the notice and retained by the Corporation.
Notwithstanding the foregoing, a director's attendance at or participation in a
meeting waives any required notice to such director of the meeting unless the
director at the beginning of the meeting or promptly upon such director's
arrival objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting."

         SECTION 3.11. Quorum; Voting. Unless otherwise provided in the Articles
of Incorporation or the Wisconsin Business Corporation Law, a majority of the
entire Board of Directors then in the office or appointed by the Board of
Directors to a committee (but in no case less than one-third (1/3) of the number
of directors fixed by Section 3.2(a) or appointed to serve on a committee) shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors or committee; provided, however, that even though less than such
quorum is present at a meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice. Except as otherwise
provided in the Articles of Incorporation, these By-Laws or the Wisconsin
Business Corporation Law, if a quorum is present when a vote is

                                       11

<PAGE>

taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors or committee.

         SECTION 3.12. Presumption of Assent. A director of the Corporation who
is present and is announced as present at a meeting of the Board of Directors or
a committee thereof at which action on any corporate matter is taken is deemed
to have assented to the action taken unless (a) such director objects at the
beginning of the meeting or promptly upon arrival to holding the meeting or
transacting business at the meeting, (b) such director dissents or abstains from
an action taken and minutes of the meeting are prepared that show the director's
dissent or abstention from the action taken, (c) such director delivers written
notice of his or her dissent or abstention to the presiding officer of the
meeting before its adjournment or to the Corporation (directed to the Secretary)
immediately after adjournment of the meeting or (d) such director dissents or
abstains from an action taken, minutes of the meeting are prepared that fail to
show the director's dissent or abstention from the action taken and the director
delivers to the Corporation (directed to the Secretary) a written notice of that
failure promptly after receiving the minutes. A director who votes in favor of
action taken may not dissent or abstain from that action.

         SECTION 3.13. Informal Action Without Meeting. Any action required or
permitted by the Articles of Incorporation, these By-Laws or the Wisconsin
Business Corporation Law to be taken by the Board of Directors or a committee at
a meeting may be taken without a meeting if the action is taken by all of the
directors or committee members then in office. The action shall be evidenced by
one or more written consents describing the action taken, signed by each
director and retained by the Corporation. Any such consent is effective when the
last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this section has the effect of a
unanimous vote taken at a meeting at which all directors were present, and may
be described as such in any document.

         SECTION 3.14. Telephonic or Other Meetings. Unless the Articles of
Incorporation provide otherwise, any or all directors may participate in a
regular or special meeting of the Board of Directors or any committee thereof
by, or conduct the meeting through the use of, any means of communication by
which (a) all directors participating may simultaneously hear each other during
the meeting, (b) all communication during the meeting is immediately transmitted
to each participating director and (c) each participating director is able to
immediately send messages to all other participating directors. If the meeting
is to be conducted through the use of any such means of communication, 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 this means is deemed to be present in person at the meeting. Notwithstanding
the foregoing, the Chairman of the Board, or other presiding officer, shall, at
any time, have the authority to deem any business or resolution not appropriate
for meetings held pursuant to this Section 3.14.

                                   ARTICLE IV
                                    OFFICERS

         SECTION 4.1.  Number.  The principal officers of the Corporation shall
be a Chairman of the Board, a Chief Executive Officer, a President, one or more
Vice Presidents, a Secretary

                                       12

<PAGE>

and a Treasurer, each of whom shall be elected by the Board of Directors. Such
other officers as may be deemed necessary may be elected or appointed by the
Board of Directors. Such other assistant officers as may be deemed necessary may
be appointed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President for such term as is specified in the
appointment. The same natural person may simultaneously hold more than one
office in the Corporation.

         SECTION 4.2. 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
the 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
convenient. Each officer shall hold office until his or her successor shall have
been duly elected and qualified or until his or her earlier death, resignation
or removal.

         SECTION 4.3. Resignation and Removal. An officer may resign at any time
by delivering notice to the Corporation. The resignation is effective when the
notice is delivered, unless the notice specifies a later effective date and the
Corporation accepts the later effective date. If a resignation is effective at a
later date, the Board of Directors may fill the pending vacancy before the
effective date if the Board of Directors provides that the successor may not
take office until the effective date. The Board of Directors may remove any
officer at any time with or without cause and notwithstanding the contract
rights, if any, of the officer removed. The Board of Directors, the Chairman of
the Board, the Chief Executive Officer or the President may remove any assistant
officer who was appointed by the Board, the Chairman of the Board, the Chief
Executive Officer or the President. The appointment of an officer or assistant
officer does not itself create contract rights.

         SECTION 4.4. 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. A vacancy in any
assistant office because of death, resignation, removal, disqualification or
otherwise may be filled by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President.

         SECTION 4.5. Chairman of the Board. The Chairman of the Board shall be
subject to the control of the Board of Directors and shall preside at all annual
and special meetings of shareholders and all regular and special meetings of the
Board of Directors and shall be responsible for the administration and
management of the areas of the business and affairs of the Corporation assigned
to him or her from time to time by the Board of Directors.

         SECTION 4.6. Chief Executive Officer. The Chief Executive Officer shall
be the principal executive officer of the Corporation and, subject to the
control of the Board of Directors, shall have general supervision and control of
the business and affairs of the Corporation and its officers. The Chief
Executive Officer shall have the authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the Corporation as the Chief Executive Officer deems necessary, prescribe their
powers, duties and compensation, and delegate authority to them. Such agents and
employees shall hold offices at the discretion of the Chief Executive Officer.
The Chief Executive Officer shall have

                                       13

<PAGE>

authority to sign, execute and acknowledge, on behalf of the Corporation, all
deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all
other documents or instruments necessary or proper to be executed in the course
of the Corporation's regular business or which shall be authorized by the Board
of Directors. Except as otherwise provided by the Wisconsin Business Corporation
Law or the Board of Directors, the Chief Executive Officer may authorize any
other officer or agent of the Corporation to sign, execute and acknowledge such
documents in his or her place and stead. In general, the Chief Executive Officer
shall have all authority and perform all duties incident to the office of the
Chief Executive Officer and such other duties as may be prescribed by the Board
of Directors from time to time.

         SECTION 4.7. President. In the absence of the Chief Executive Officer
or in the event of his or her death, inability or refusal to act, the President
shall perform the duties of the Chief Executive Officer, and when so acting
shall have all the powers and duties of the Chief Executive Officer. In
addition, the President shall be responsible for the administration and
management of the areas of the business and affairs of the Corporation assigned
to him or her from time to time by the Board of Directors or the Chief Executive
Officer.

         SECTION 4.8. Vice Presidents. In the absence of the President or in
this event of his or her death, inability or refusal to act, the Vice Presidents
in the order designated at the time 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. Any
Vice President shall perform such other duties as are incident to the office of
Vice President or as may be prescribed from time to time by the Board of
Directors, the Chief Executive Officer or the President.

         SECTION 4.9. Secretary. The Secretary shall (a) keep the minutes of the
shareholders and Board of Directors meetings in one or more books provided for
that purpose, (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law, (c) be custodian of the
Corporation's records and of the seal of the Corporation, (d) see that the seal
of the Corporation is affixed to all appropriate documents the execution of
which on behalf of the Corporation under its seal is duly authorized and (e)
perform all duties incident to the office of Secretary and such other duties as
may be prescribed from time to time by the Board of Directors, the Chief
Executive Officer or the President.

         SECTION 4.10. Treasurer. The Treasurer 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 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 by the Board of Directors, the
Chief Executive Officer or the President.

         SECTION 4.11. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers, if any, shall perform such
duties as shall be assigned to

                                       14

<PAGE>

them by the Board of Directors, the Chief Executive Officer, the President, the
Secretary or the Treasurer, respectively.

         SECTION 4.12. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors or a committee authorized by the
Board to fix the same, and no officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a director of the
Corporation or a member of such committee.

                                    ARTICLE V
             CONTRACTS; LOANS; VOTING OF STOCK IN OTHER CORPORATIONS

         SECTION 5.1. Contracts (as restated by a resolution of the Board of
Directors at its 3/13/02 meeting). The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute or
deliver any instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances.

         SECTION 5.2. Loans. No loans and no renewals of any loans shall be
contracted on behalf of the Corporation, except as authorized by the Board of
Directors. When authorized to do so, any officer or agent of the Corporation may
effect loans and advances for the Corporation from any bank, trust company or
other institution or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds or
other evidences of indebtedness of the Corporation. When authorized to do so,
any officer or agent of the Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation, any and all stocks, securities and other
property at any time held by the Corporation, and to that end may endorse,
assign and deliver the same. Such authority may be general or confined to
specific instances.

         SECTION 5.3. Voting of Stock in Other Corporations. The Board of
Directors by resolution shall from time to time designate one or more persons to
vote all stock held by this Corporation in any other corporation or entity, may
designate such persons in the alternative and may empower them to execute
proxies to vote in their stead. In the absence of any such designation by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer, the
President and any Vice President shall be authorized to vote any stock held by
the Corporation or execute proxies to vote such stock.

                                   ARTICLE VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 6.1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by, or under the
authority of a resolution of, the Board of Directors, which shall be consistent
with the requirements of the Wisconsin Business Corporation Law. Such
certificates shall be signed by the Chairman of the Board, the Chief Executive
Officer, the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer. The validity of a share
certificate is not affected if a person who signed the certificate no longer
holds office when the certificate is issued. All certificates for shares shall
be consecutively numbered or otherwise identified. The

                                       15

<PAGE>

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 canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors or its designee may prescribe.

         SECTION 6.2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his or her legal representative, who shall furnish
proper evidence of authority to transfer or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes,
except as otherwise required by the Wisconsin Business Corporation Law.

         SECTION 6.3. 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 they may deem
expedient concerning the issue, transfer and registration of certificates
representing shares of the Corporation, including the appointment or designation
of one or more stock transfer agents and one or more stock registrars.

                                   ARTICLE VII
                           INDEMNIFICATION; INSURANCE

         SECTION 7.1.  Indemnity of Directors, Officers, Designated Employees
and Designated Agents.

         (a)  Definitions to Indemnification and Insurance Provisions.

              (i) "Director, Officer, Employee or Agent" means any of the
         following: (1) a natural person who is or was a director, officer,
         employee or agent of the Corporation, (2) a natural person who, while a
         director, officer, employee or agent of the Corporation, is or was
         serving either pursuant to the Corporation's specific request or as a
         result of the nature of such person's duties to the Corporation as a
         director, officer, partner, trustee, member of any governing or
         decision-making committee, manager, employee or agent of another
         corporation or foreign corporation, partnership, joint venture, trust
         or other enterprise, (3) a natural person who, while a director,
         officer, employee or agent of the Corporation, is or was serving an
         employee 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 in or beneficiaries of the plan or (4) unless
         the context requires otherwise, the estate or personal representative
         of a director, officer, employee or agent. Notwithstanding the
         foregoing, any natural person who is or was an agent or an employee but
         is not or was not also a director or officer shall not fall within the
         foregoing definition and shall not be entitled to indemnification under
         this Section 7.1 unless the Board of

                                       16

<PAGE>

         Directors or committee appointed thereby determines such agent or
         employee shall be entitled to the indemnification provided herein.
         This Section 7.1 shall not deny indemnification due to any person from
         the Corporation as required by the Wisconsin Business Corporation Law.

              (ii) "Expenses" means all reasonable fees, costs, charges,
         disbursements, attorneys' fees and any other expenses incurred in
         connection with a Proceeding.

              (iii) "Liability" means the obligation to pay a judgment, penalty,
         assessment, forfeiture or fine, including an excise tax assessed with
         respect to an employee benefit plan, the agreement to pay any amount in
         settlement of a Proceeding (whether or not approved by a court order),
         and reasonable expenses and interest related to the foregoing.

              (iv) "Party" means a natural person who was or is, or who is
         threatened to be made, a named defendant of respondent in a Proceeding.

              (v) "Proceeding" means any threatened, pending or completed civil,
         criminal, administrative or investigative action, suit, arbitration or
         other proceeding, whether formal or informal (including but not limited
         to any act or failure to act alleged or determined to have been
         negligent, to have violated the Employee Retirement Income Security Act
         of 1974, or to have violated Section 180.0833 of the Wisconsin
         Statutes, or any successor thereto, regarding improper dividends,
         distributions of assets, purchases of shares of the Corporation, or
         loans to officers), 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 or entity.

         (b)  Indemnification of Officers, Directors, Employees and Agents.

              (i) The Corporation shall indemnify a Director, Officer, Employee
         or Agent to the extent he or she has been successful on the merits or
         otherwise in the defense of any Proceeding, for all Expenses incurred
         in the Proceeding if the Director, Officer, Employee or Agent was a
         Party because he or she is a Director, Officer, Employee or Agent of
         the Corporation.

              (ii) In cases not included under subsection (b) (i), the
         Corporation shall indemnify a Director, Officer, Employee or Agent
         against Liability and Expenses incurred in a Proceeding to which the
         Director, Officer, Employee or Agent was a Party because he or she is a
         Director, Officer, Employee or Agent of the Corporation, unless it is
         determined by final judicial adjudication that such person breached or
         failed to perform a duty such person owed to the Corporation and the
         breach or failure constitutes any of the following:

                  (1) A willful failure to deal fairly with the Corporation or
              its shareholders in connection with a matter in which the
              Director, Officer, Employee or Agent has a material conflict of
              interest;

                                       17

<PAGE>

                  (2) A violation of criminal law, unless the Director, Officer,
              Employee or Agent had reasonable cause to believe that 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, Officer, Employee
              or Agent derived an improper personal profit; or

                  (4) Willful misconduct.

              (iii) Indemnification under this Section 7.1 is not required to
         the extent the Director, Officer, Employee or Agent has previously
         received indemnification or allowance of expenses from any person or
         entity, including the Corporation, in connection with the same
         Proceeding.

              (iv)  Indemnification required under subsection (b) (i) shall be
         made within ten (10) days of receipt of a written demand for
         indemnification. Indemnification required under subsection (b) (ii)
         shall be made within thirty (30) days of receipt of a written demand
         for indemnification.

              (v)   Upon written request by a Director, Officer, Employee or
         Agent who is a Party to a Proceeding, the Corporation shall pay or
         reimburse his or her Expenses as incurred if the Director, Officer,
         Employee or Agent provides the Corporation with all of the following:

                  (1) A written affirmation of his or her good faith belief that
               he or she is entitled to indemnification under Section 7.1; and

                  (2) A written undertaking, executed personally or on his or
               her behalf, to repay all amounts advanced without interest to the
               extent that it is ultimately determined that indemnification
               under Section 7.1 (b)(ii) is prohibited The undertaking under
               this subsection shall be accepted without reference to the
               ability of the Director, Officer, Employee or Agent to repay the
               allowance. The undertaking shall be unsecured.

         (c)  Determination that Indemnification is Proper.

              (i) Unless provided otherwise by a written agreement between the
         Director, Officer, Employee or Agent and the Corporation, determination
         of whether indemnification is required under subsection (b) shall be
         made by one of the following methods, which in the case of a Director
         or Officer seeking indemnification shall be selected by such Director
         or Officer:

                  (1) By a majority vote of a quorum of the Board of Directors
              consisting of directors who are not at the time Parties to the
              same or related Proceedings or, if a quorum of disinterested
              directors cannot be obtained, by a majority vote of a committee
              duly appointed by the Board of Directors (which appointment by the
              Board may be made by directors who are parties to the Proceeding)
              consisting solely

                                       18

<PAGE>

              of two (2) or more directors who are not at the time parties to
              the same or related Proceedings;

                  (2) By independent legal counsel selected by a quorum of the
              Board of Directors or its committee constituted as required under
              (1), above, or, if unable to obtain such a quorum or constitute
              such 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 three (3) arbitrators consisting of (x) one
              arbitrator selected by a quorum of the Board of Directors or its
              committee constituted as required under (1), above, 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, (y) one arbitrator selected by
              the director or officer seeking indemnification and (z) one
              arbitrator selected by the other two (2) arbitrators;

                  (4) By an affirmative vote of shareholders as provided under
              Section 2.9, except that 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; or

                  (5) By a court of competent jurisdiction as permitted under
              the Wisconsin Business Corporation Law;

              provided, however, that with respect to any additional right to
              indemnification permissible under the Wisconsin Business
              Corporation Law and granted by the Corporation, the determination
              of whether such additional right of indemnification is required
              shall be made by any method permissible under the Wisconsin
              Business Corporation Law, as such methods may be limited by the
              grant of such additional right to indemnification. 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,
              Officer, Employee or Agent is not required under this Article.

              (ii) A Director, Officer, Employee or Agent who seeks
         indemnification under this Section 7.1 shall make a written request to
         the Corporation. As a further pre-condition to any right to receive
         indemnification, the writing shall contain a declaration that the
         Corporation shall have the right to exercise all rights and remedies
         available to such Director, Officer, Employee or Agent against any
         other person, corporation, foreign corporation, partnership, joint
         venture, trust or other enterprise, arising out of, or related to, the
         Proceeding which resulted in the Liability and the Expense for which
         such Director, Officer, Employee or Agent is seeking indemnification,
         and that the Director, Officer, Employee or Agent is hereby deemed to
         have assigned to the Corporation all such rights and remedies.

         (d)  Severability. The provisions of this Section 7.1 shall not apply
in any circumstance where a court of competent jurisdiction determines that
indemnification would be invalid as

                                       19

<PAGE>

against public policy, but such provisions shall not apply only to the extent
that they are invalid as against public policy and shall otherwise remain in
full force and effect.

         (e) Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each Director, Officer, Employee and Agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Wisconsin Business Corporation Law are in effect and any
repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
Proceeding previously or thereafter brought or threatened based in whole or in
part upon any such state of facts. Such a contract right may not be modified
retroactively without the consent of such Director, Officer, Employee or Agent.

         The indemnification provided by this Section 7.1 shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of shareholders or otherwise. The Corporation may
enter into an agreement with any of its Directors, Officers, Employees or Agents
providing for indemnification and advancement of expenses that may change,
enhance, qualify or limit any right to indemnification or advancement of
expenses created by this Section 7.1 to the fullest extent permissible under the
Wisconsin Business Corporation Law.

         SECTION 7.2. Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is a Director,
Officer, Employee or Agent against any Liability asserted against or incurred by
the individual in any such capacity or arising out of his or her status as such,
regardless of whether the Corporation is required or authorized to indemnify or
allow expenses to the individual under Section 7.1.

         Sections 7.3 and 7.4 were added pursuant to a resolution of the Board
of Directors at its 2/18/03 meeting:

         SECTION 7.3.  Securities Law Claims.

         (a) Pursuant to the public policy of the State of Wisconsin, the
Corporation shall provide indemnification and allowance of expenses and may
insure for any liability incurred in connection with a Proceeding involving
securities regulation described under (b) to the extent required or permitted
under Sections 7.1 and 7.2.

         (b) Sections 7.1 and 7.2 apply, to the extent applicable to any other
Proceeding, to any Proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities, securities
brokers or dealers, or investment companies or investment advisors.

         SECTION 7.4. Liberal Construction. In order for the Corporation to
obtain and retain qualified directors, officers and employees, the foregoing
provisions shall be liberally administered in order to afford maximum
indemnification of each Director, Officer, Employee or Agent. The
indemnification above provided for shall be granted in all applicable cases
unless to do so would clearly contravene law, controlling precedent or public
policy.

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<PAGE>

                                  ARTICLE VIII
                                   AMENDMENTS

         SECTION 8.1. Amendment by the Board of Directors. These By-Laws may be
amended or repealed by the Board of Directors unless any of the following apply:

         (a) The Articles of Incorporation, the particular by-law or the
Wisconsin Business Corporation Law reserve this power exclusively to the
shareholders in whole or part;

         (b) The shareholders in adopting, amending or repealing a particular
by-law provide expressly within the by-law that the Board of Directors may not
amend, repeal or readopt that bylaw; or

         (c) The by-law fixes a greater or lower quorum requirement or greater
voting requirement for the Board of Directors, unless the shareholders in
adopting or amending such by-law provide expressly within the by-law that it may
be amended or repealed by a specified vote of the Board of Directors.

These By-Laws may be amended, altered or repealed, and new By-Laws may be
enacted, only by the affirmative vote of not less than a majority of the entire
Board of Directors then in office. Action by the Board of Directors to adopt or
amend a by-law that changes the quorum or voting requirement for the Board of
Directors must meet the same quorum requirement and be adopted by the same vote
required to take action under the quorum and voting requirement then in effect,
except where a different voting requirement is specified as provided in Section
8.1(c).

         SECTION 8.2. Amendment by the Corporation's Shareholders. The
Corporation's shareholders may amend or repeal these By-Laws and adopt new
By-Laws even though the Board of Directors may also amend or repeal these
By-Laws and adopt new By-Laws. These By-Laws may be amended, altered or
repealed, and new By-Laws may be enacted, only by the affirmative vote of the
holders of not less than sixty-six and two-thirds percent (66 2/3%) of the total
outstanding shares of capital stock of the Corporation entitled to vote at a
meeting of shareholders duly called for such purpose. The adoption or amendment
of a by-law that adds, changes or deletes a greater or lower quorum requirement
or a greater voting requirement for shareholders or the Board of Directors must
meet the same quorum and voting requirement then in effect.

         SECTION 8.3. Implied Amendments. Any action taken or authorized by the
Board of Directors or by the shareholders which would be inconsistent with the
By-Laws then in effect but which is taken or authorized by affirmative vote of
not less than the number of directors or the shares required to amend the
By-Laws so that the By-Laws would be consistent with such action shall be given
the same effect as though the By-Laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.

                                       21

<PAGE>

                                   ARTICLE IX
                                 CORPORATE SEAL

         The Corporation shall have a corporate seal which may be circular in
form and have inscribed thereon any designation including the name of the
Corporation, Wisconsin as the state of incorporation and the words "Corporate
Seal." Any instrument executed in the corporate name by the proper officers of
the Corporation under any seal, including the words "Seal," "Corporate Seal" or
similar designation, is sealed even though the corporate seal is not used.

                                    ARTICLE X
                                EMERGENCY BY-LAWS

         SECTION 10.1. Emergency By-Laws. Unless the Articles of Incorporation
provide otherwise, the following provisions of this Article X shall be effective
during an "Emergency," which is defined as a catastrophic event that prevents a
quorum of the Corporation's directors from being readily assembled.

         SECTION 10.2. Notice of Board Meetings. During an Emergency, any one
member of the Board of Directors or any one of the following officers: Chairman
of the Board, Chief Executive Officer, President, any Vice-President, Secretary
or Treasurer, may call a meeting of the Board of Directors. Notice of such
meeting need be given only to those directors whom it is practicable to reach,
and may be given in any practical manner, including by publication or radio.
Such notice shall be given at least six (6) hours prior to commencement of the
meeting.

         SECTION 10.3. Temporary Directors and Quorum. One or more officers of
the Corporation present at the Emergency meeting of the Board of Directors, as
is necessary to achieve a quorum, shall be considered to be directors for the
meeting, and shall so serve in order of rank, and within the same rank, in order
of seniority. In the event that less than a quorum (as determined by Section
3.11) of the directors are present (including any officers who are to serve as
directors for the meeting), those directors present (including the officers
serving as directors) shall constitute a quorum.

         SECTION 10.4. Actions Permitted to be Taken. The Board of Directors as
constituted in Section 10.3, and after notice as set forth in Section 10.2 may:

         (a) Officers' Powers. Prescribe emergency powers to any officers of the
Corporation;

         (b) Delegation of Any Power. Delegate to any officer or director, any
of the powers of the Board of Directors;

         (c) Lines of Succession. Designate lines of succession of officers and
agents, in the event that any of them are unable to discharge their duties;

         (d) Relocate Principal Place of Business. Relocate the principal place
of business, or designate successive or simultaneous principal places of
business; and

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         (e) All Other Action. Take any and all other action, convenient,
helpful or necessary to carry on the business of the Corporation.

         Corporate action taken in good faith in accordance with the emergency
by-laws binds the Corporation and may not be used to impose liability on any of
the Corporation's directors, officers, employees or agents.

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