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                                                                     EXHIBIT 3.2


                    AMENDED AND RESTATED AS OF JULY 27, 2001

                                     BY-LAWS

                                       OF

                               SPEEDFAM-IPEC, INC.
                (FORMERLY KNOWN AS SPEEDFAM INTERNATIONAL, INC.)


                                    ARTICLE I
                                     OFFICES

         Section 1. Principal Office. The principal office of the corporation
shall be located in Chandler, Arizona. The corporation may have such other
offices, either within or without the States of Arizona or Illinois, as the
business of the corporation may require from time to time.

         Section 2. Registered Office. The registered office of the corporation
required by the Business Corporation Act of 1983 to be maintained in the State
of Illinois may be, but need not be, identical with the principal office in the
State of Illinois, and the address of the registered office may be changed from
time to time by the board of directors.

                                   ARTICLE II
                                  SHAREHOLDERS

         Section 1. Annual Meetings. (a) The annual meeting of the shareholders
shall be held each year for the purpose of electing directors and for the
transaction of such other business that is properly brought before the meeting.
The Board shall designate the date and time of the annual meeting. In the
absence of such designation, the annual meeting of shareholders shall be held on
the second Thursday in September in each year at the hour of 9:00 A.M. If the
day fixed for the annual meeting shall be a legal holiday, such meeting shall be
held at the same time and place on the next succeeding business day. If the
election of directors shall not be held on the day designated herein for any
annual meeting, 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.

         (b) At an annual meeting of the 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 supplement thereto) given by or at the direction
of the board of directors, (B) otherwise properly brought before the meeting by
or at the direction of the board of directors, or (C) otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
an annual meeting, the shareholder must have given timely notice thereof in
writing to the secretary of the Corporation and such other business must
otherwise be a proper matter for shareholder action. To be timely, a
shareholder's notice shall be delivered to the secretary at the principal
executive offices of the corporation not less than one hundred twenty (120)
calendar days in advance of the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that (i) no annual meeting was
held in
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the previous year or (ii) the date of the annual meeting has been changed by
more than thirty (30) days from the date of the previous year's meeting, notice
by the shareholder to be timely must be so received not later than the close of
business on the later of one hundred twenty (120) calendar days in advance of
such annual meeting or ten (10) calendar days following the date on which public
announcement of the date of the meeting is first made. A shareholder's notice to
the secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting: (a) a brief description of the business desired
to be brought before the meeting, (b) the name and address, as they appear on
the corporation's books, of the shareholder proposing such business, (c) the
class number of shares of the corporation which are owned beneficially by such
shareholder, (d) any material interest of the shareholder in such business, and
(e) any other information that is required to be provided by the shareholder
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934 Act") (or any successor thereto) in such shareholder's capacity as a
proponent of a shareholder proposal. Notwithstanding the foregoing, in order to
include information with respect to a shareholder proposal in the proxy
statement and form of proxy for a shareholder's meeting, shareholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

         (c) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) 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 by or at the direction of the board of
directors or by any shareholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the board of directors, shall be made pursuant to timely notice
in writing to the secretary of the corporation in accordance with the provisions
of paragraph (b) of this Section 1. Such shareholder's notice shall set forth
(i) as to each person, if any, whom the shareholder proposes to nominate for
election or re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the shareholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for
elections of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the 1934 Act (or any successor thereto) (including without
limitation such person's written consent to being named in the proxy statement,
if any, as a nominee and to serving as a director if elected); and (ii) as to
such shareholder giving notice, the information required to be provided pursuant
to paragraph (b) of this Section 1. At the request of the board of directors,
any person nominated by a shareholder for election as a director shall furnish
to the secretary of the corporation that information required to be set forth in
the shareholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in this paragraph (c). The chairman
of the


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meeting shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.

         Section 2. Special Meetings. Special meetings of the shareholders may
be called by the chairman, chief executive officer, the president, the board of
directors or by the holders of not less than one-fifth of all the outstanding
shares of the corporation entitled to vote on the matter for which the meeting
is called. Special meetings of the shareholders may not be called by any other
person or persons. If a special meeting of the shareholders is called by any
person or persons other than the board of directors, then such person or persons
calling such meeting shall first deliver by registered mail a written request to
the chairman, chief executive officer or secretary of the corporation specifying
the general nature of the business proposed to be transacted. No business may be
transacted at such special meeting other than as specified in such notice. The
board of directors shall determine the time and place of such special meeting,
which shall be held not less than thirty-five (35) nor more than one hundred
twenty (120) days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the officer receiving the
request shall cause notice to be given to the shareholders entitled to vote, in
accordance with the provisions of Section 4 of these by-laws.

         Section 3. Place of Meeting. The board of directors may designate any
place, either within or without the State of Illinois, 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 may designate any
place, either within or without the State of Illinois, 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 registered office of the
corporation in the State of Illinois.

         Section 4. Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, or in the case
of a merger, consolidation, share exchange, dissolution or sale, lease or
exchange of assets, not less than twenty nor more than sixty days before the
meeting, either personally or by mail, by or at the direction of the president,
the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at the shareholder's address as it appears on the
records of the corporation, with postage thereon prepaid. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken.

         Section 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, 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 of the corporation 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 sixty days and, for a meeting of shareholders, not less than ten days, or
in the case of a merger, consolidation, share exchange, dissolution or sale,
lease or exchange of assets, not less than twenty days, immediately


                                                                             -3-
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preceding such meeting. 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 date on which notice
of the meeting is mailed or the date on which the resolution of the board of
directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof. If any shareholder meeting is adjourned, the shareholders entitled to
notice of or to a vote at the adjourned meeting shall remain the same.

         Section 6. Voting Lists. The officer or agent having charge of the
transfer books for shares of the corporation shall make, within twenty days
after the record date for a meeting of shareholders or ten days before such
meeting, whichever is earlier, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of ten days prior to
such meeting, shall be kept on file at the registered office of the corporation
and shall be subject to inspection by any shareholder, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof kept
in the State of Illinois, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or transfer book 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.

         Section 7. Quorum. A majority of the outstanding shares of the
corporation, entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at any meeting of
shareholders; provided, that if less than a majority of the outstanding shares
entitled to vote on such matter are represented at said meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on a matter shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by applicable law or the Articles of Incorporation of the
corporation. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the original
meeting. Withdrawal of shareholders from any meeting shall not cause the failure
of a duly constituted quorum at that meeting.

         Section 8. Proxies. (a) A shareholder may appoint a proxy to vote or
otherwise act for such shareholder by signing an appointment form and delivering
it to the person so appointed.

         (b) No proxy shall be valid after the expiration of eleven months from
the date thereof unless otherwise provided in the proxy. Every proxy continues
in full force and effect until revoked by the person executing it prior to the
vote pursuant thereto, except as otherwise provided in this Section. Such
revocation may be effected by a writing delivered to the corporation stating
that the proxy is revoked or by a subsequent proxy executed by, or by attendance
at the meeting and voting in person by, the person executing the proxy. The
dates contained on the forms of proxy presumptively determine the order of
execution, regardless of the postmark dates on the envelopes in which they are
mailed.


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         (c) An appointment of a proxy is revocable by the shareholder unless
the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest in the shares or in the corporation
generally.

         (d) The death or incapacity of the shareholder appointing a proxy does
not revoke the proxy's authority unless notice of the death or incapacity is
received by the officer or agent who maintains the corporation's share transfer
book before the proxy exercises his or her authority under the appointment.

         (e) An appointment made irrevocable under subsection (c) hereof becomes
revocable when the interest in the proxy terminates.

         (f) A transferee for value of shares subject to an irrevocable
appointment may revoke the appointment if the transferee was ignorant of its
existence when the shares were acquired and both the existence of the
appointment and its revocability were not noted conspicuously on the certificate
(or information statement for shares without certificates) representing the
shares.

         (g) Unless the appointment of a proxy contains an express limitation on
the proxy's authority, the corporation may accept the proxy's vote or other
action as that of the shareholder making the appointment. If the proxy appointed
fails to vote or otherwise act in accordance with the appointment, the
shareholder is entitled to such legal or equitable relief as is appropriate in
the circumstances.

         Section 9. Voting of Shares. Each outstanding share, regardless of
class, which is entitled to vote, shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.

         Section 10. Voting of Shares by Certain Holders. (a) Shares registered
in the name of another corporation, domestic or foreign, may be voted by any
officer, agent, proxy or other legal representative authorized to vote such
shares under the law of incorporation of said corporation. The corporation may
treat the president or other person holding the position of chief executive
officer of such other corporation as authorized to vote such shares, together
with any other person indicated by the corporate shareholder to the corporation
as a person or an officer authorized to vote such shares. Such persons and
officers indicated shall be registered by the corporation on the transfer books
for shares and included in any voting list prepared in accordance with Section 6
hereof.

         (b) Shares registered in the name of a deceased person, a minor ward or
a person under legal disability may be voted by his or her administrator,
executor or court appointed guardian, either in person or by proxy, without a
transfer of such shares into the name of such administrator, executor or court
appointed guardian. Shares registered in the name of a trustee may be voted by
such trustee, either in person or by proxy.

         (c) Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver, without the transfer thereof into the name of such receiver if
authority so to do be contained in an appropriate order of the court by which
such receiver was appointed.


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         (d) 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 thereafter the pledgee shall be entitled to vote the shares so transferred.

         (e) Shares of its own stock belonging to the corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to vote at any given
time, but shares of the corporation held by the corporation in a fiduciary
capacity may be voted and shall be counted in determining the total number of
outstanding shares entitled to vote at any given time.

         (f) Any number of shareholders may create a voting trust for the
purpose of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed ten years from the time
shares subject thereto are transferred to such trustee or trustees, by entering
into a written voting trust agreement specifying the terms and conditions of the
voting trust, and by transferring their shares to such trustee or trustees for
the purpose of the agreement. Any such trust agreement shall not become
effective until a counterpart of the agreement is deposited with the corporation
at its registered office. The counterpart of the voting trust agreement so
deposited with the corporation shall be subject to the same right of examination
by a shareholder of the corporation, in person or by agent or attorney, as are
the books and records of the corporation, and shall be subject to examination by
any holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose.

         Section 11. Inspectors. (a) At any meeting of shareholders, the
chairperson of the meeting may, or upon the request of any shareholder shall,
appoint one or more persons as inspectors for such meeting.

         (b) Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.

         (c) Each report of an inspector shall be in writing and signed by the
inspector or by a majority of them if there be more than one inspector acting at
such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

         Section 12. Informal Action by Shareholders. Unless otherwise provided
in the Articles of Incorporation of the corporation, any action required to be
taken at any annual or special meeting of the shareholders, or any other action
which may be taken at a meeting of the shareholders, may be taken without a
meeting and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed (i) by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voting or (ii) by all of the shareholders entitled to vote with
respect to the subject matter thereof. If such consent is signed by less than
all of the shareholders entitled to vote, then such consent shall be come
effective only if at least five days prior to the


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execution of the consent a notice in writing is delivered to all the
shareholders entitled to vote with respect to the subject matter thereof and,
after the effective date of the consent, prompt notice of the taking of the
corporation action without a meeting by less than unanimous written consent
shall be delivered in writing to those shareholders who have not consented in
writing.

         Section 13. Voting by Ballot. Voting on any question or in any election
may be by voice unless the chairperson of the meeting shall order or any
shareholder shall demand that voting be by ballot.

         Section 14. Action by Shareholders. Any contract, transaction or act of
the corporation or of the directors, which shall be ratified by a majority of a
quorum of the shareholders of the corporation at any annual meeting, or at any
special meeting called for such purpose, shall, insofar as permitted by
applicable law or the Articles of Incorporation of the corporation, be as valid
and as binding as though ratified by every shareholder of the corporation;
provided, however, that any failure of the shareholders to approve or ratify any
such contract, transaction or act, when and if submitted, shall not be deemed in
any way to invalidate the same or deprive the corporation, its directors,
officers or employees of its or their right to proceed with such contract,
transaction or act.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. General Powers. The business and affairs of the corporation
shall be managed by its board of directors.

         Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be determined from time to time by resolution of the
Board. Each director shall hold office until the next annual meeting of
shareholders or until his or her successor shall have been elected and
qualified. Directors need not be residents of Illinois or shareholders of the
corporation. The number of directors may be increased or decreased from time to
time by the amendment of this Section; but no decrease shall have the effect of
shortening the term of any incumbent director.

         Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this Section, immediately
after, and at the same place as, the annual meeting of shareholders. The board
of directors may provide by resolution the time and place, either within or
without the State of Illinois, for the holding of additional regular meetings
without other notice than such resolution.

         Section 4. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman, chief executive officer, the
president, or any director. The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the State of Illinois, as the place for holding any special meeting of the board
of directors called by them.

         Section 5. Notice. Notice of any special meeting shall be given at
least two (2) business days previous thereto by written notice mailed to each
director at his or her business address or at least twenty-four (24) hours
previous thereto if notice is delivered personally, by telephone, by


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facsimile, or by overnight courier. If mailed, such notice shall be deemed to be
given two business days after it is deposited in the United States mail so
addressed, with postage thereon prepaid. Notice given by any other method shall
only be deemed to be delivered when actually received by the director for whom
it was intended. Any director may waive notice of any meeting. The attendance of
a director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

         Section 6. Quorum. A majority of the number of directors fixed by [the
board of directors under] these by-laws shall constitute a quorum for the
transaction of business at any meeting of the board of directors, provided, that
if less than a majority of such number of directors are present at said meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice.

         Section 7. 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 statute, these
By-laws or the Articles of Incorporation.

         Section 8. Vacancies. Any vacancy occurring in the board of directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by election at an annual meeting or at a special meeting
of shareholders called for that purpose. In the event that one or more vacancies
occur between meetings of shareholders, whether by increase in the number of
directors or otherwise, the board of directors by majority vote of the directors
then in office may fill such vacancy or vacancies and any such director so
selected shall serve until the next annual or special meeting of shareholders at
which directors are to be elected.

         Section 9. Removal. Except as otherwise provided by applicable law or
the Articles of Incorporation of the corporation, one or more of the directors
may be removed, with or without cause, at a meeting of the shareholders by the
affirmative vote of the holders of a majority of the outstanding shares then
entitled to vote at an election of directors; provided, however, that no
director shall be removed at a meeting of the shareholders unless the notice of
such meeting shall state that a purpose of the meeting is to vote upon the
removal of one or more directors named in the notice, and only the named
director or directors may be removed at such meeting.

         Section 10. Informal Action by Directors. Unless specifically
prohibited by the Articles of Incorporation of the corporation or these by-laws,
any action required to be taken at a meeting of the board of directors, or any
other action which may be taken at a meeting of the board of directors or a
committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all the directors entitled
to vote with respect to the subject matter thereof, or by all the members of
such committee, as the case may be. Any such consent signed by all the directors
or all the members of a committee shall have the same effect as a unanimous
vote, and may be stated as such in any document filed with the Secretary of
State.


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<PAGE>
         Section 11. Compensation. The board of directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise. By resolution of the board of directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the board
and for any other expenses incurred in the performance of their duties.

         Section 12. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered or certified 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.

         Section 13. Committees. A majority of the directors, by a resolution or
resolutions duly adopted, may create one or more committees and appoint one or
more directors to serve on the committee or committees, which committee or
committees, to the extent provided in such resolution or resolutions, shall have
and may exercise all of the authority of the board of directors in the
management of the corporation, provided such committee or committees may not:
(i) authorize distributions, except for dividends to be paid with respect to
shares of any preferred or special classes or any series thereof; (ii) approve
or recommend to shareholders any act applicable law requires to be approved by
shareholders; (iii) fill vacancies on the board or any of its committees; (iv)
elect or remove officers or fix the compensation of any member of the committee;
(v) adopt, amend or repeal these by-laws; (vi) approve a plan of merger not
requiring shareholder approval; (vii) authorize or approve reacquisition of
shares, except according to a general formula or method prescribed by the board
of directors; (viii) 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 series of shares, except that the board of directors may
direct a committee to fix the specific terms of the issuance or sale or contract
for sale or the number of shares to be allocated to particular employees under
an employee benefit plan; or (ix) amend, alter, repeal or take action
inconsistent with any resolutions or action of the board of directors when the
resolution or action of the board of directors provides by its terms that it
shall not be amended, altered or repealed by action of a committee.

                                   ARTICLE IV
                                    OFFICERS

         Section 1. Number. The officers of the corporation shall be (i) a
chairman, (ii) a chief executive officer, (iii) a president, (iv) a treasurer or
chief financial officer and (v) a secretary. In addition, the corporation shall
have any such other officers or assistant officers as may be elected or
appointed from time to time by the board of directors, with such duties as
designated by the board of directors. Any two or more offices may be held by the
same person and the board of directors may elect more than one individual to
share the duties of a particular office.


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         Section 2. Election and Term of Office. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of 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. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his or her successors shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall
have been removed in the manner hereinafter provided. Election or appointment of
an officer or agent shall not of itself create contract rights.

         Section 3. Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the board
of directors for the unexpired portion of the term.

         Section 5. Chairman. The chairman shall, if present, preside at
meetings of the board of directors and exercise and perform such other powers
and duties as may from time to time be assigned to him by the board of directors
or as may be prescribed by these by-laws. If there is no chief executive
officer, then the chairman shall also be the chief executive officer of the
corporation and shall have the powers and duties prescribed in Article IV,
Section 6 of these by-laws.

         Section 6. Chief Executive Officer. Subject to such supervisory powers,
if any, as the board of directors may give to the chairman, the chief executive
officer shall, subject to the control of the board of directors, have general
supervision, direction, and control of the business and affairs of the
corporation and shall report directly to the board of directors. All other
officers, officials, employees and agents shall report directly or indirectly to
the chief executive officer. The chief executive officer shall see that all
orders and resolutions of the board or directors are carried into effect. The
chief executive officer shall serve as chairman of and preside at all meetings
of the shareholders. In the absence of a chairman, the chief executive officer
shall preside at all meetings of the board of directors.

         Section 7. President. In the absence or disability of the chairman and
chief executive officer, the president shall perform all the duties of the chief
executive officer. When acting as the chief executive officer, the president
shall have all the powers of, and be subject to all the restrictions upon, the
chief executive officer. The president shall have such other powers and perform
such other duties as from time to time may be prescribed for him by the board of
directors, these by-laws, the chief executive officer or the chairman.

         Section 8. Vice Presidents. In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a vice president designated by the board
of directors, shall perform all the duties of the president. When acting as the
president, the appropriate vice president shall have all the powers of, and be
subject to all the restrictions upon, the president. The vice presidents shall
have such other powers and perform such


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other duties as from time to time may be prescribed for them respectively by the
board of directors, these by-laws, the chairman, the chief executive officer or,
in the absence of a chief executive officer, the president.

         Section 9. Treasurer/Chief Financial Officer. If required by the board
of directors, the treasurer or chief financial officer shall give a bond for the
faithful discharge of his or her duties in such sum and with such surety or
sureties as the board of directors shall determine. The treasurer or chief
financial officer shall: (a) have charge and custody of and be responsible for
all funds and securities of the corporation, 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 Article V of these by-laws; and (b) in general perform all the
duties incident to the office of treasurer or chief financial officer and such
other duties as from time to time may be assigned to the treasurer or chief
financial officer by the president or by the board of directors.

         Section 10. Secretary. The secretary shall: (a) keep the minutes of the
shareholders' and of the 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 corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all certificates for shares prior to the
issuance thereof and to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of these by-laws; (d) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
sign with the 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 such other
duties as from time to time may be assigned to the secretary by the president or
by the board of directors.

         Section 11. Assistant Treasurers and Assistant Secretaries. If any
assistant treasurers or assistant secretaries shall have been appointed, they
shall respectively, if required by the board of directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
board of directors shall determine. The assistant secretaries as thereunto
authorized by the board of directors may sign with the president or 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 and assistant secretaries, in general, shall perform such
duties as shall be assigned to them by the treasurer or chief financial officer
or the secretary, respectively, or by the president or the board of directors.

         Section 12. Salaries. The salaries of the officers shall be fixed from
time to time by the board of directors 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.

                                   ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS


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<PAGE>
         Section 1. Contracts. The board of directors may authorize any officer
or officers, agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

         Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.

         Section 4. 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 the board of directors
may select.

                                   ARTICLE VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1. Certificates for Shares. (a) The issued shares of the
corporation shall be represented by certificates or shall be uncertificated
shares. If represented by certificates, such certificates shall be in such form
as may be determined by the board of directors. Such certificates shall be
signed by the chairman, president or a vice-president, and by the secretary or
an assistant secretary and may be sealed with the seal, or a facsimile of the
seal, of the corporation, if the corporation utilizes a seal. All certificates
for shares shall be consecutively numbered or otherwise identified. The name 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 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 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 may
prescribe.

         (b) The board of directors of the corporation may provide by resolution
that some or all of any or all classes and series of its shares shall be
uncertificated shares, provided that such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Within a reasonable time after the issuance or transfer of
uncertificated shares, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates pursuant to Section 6.35 of the Business Corporation Act
of 1983. Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated shares and the rights and
obligations of the holders of certificates representing shares of the same class
and series shall be identical.

         Section 2. Lost Certificates. If a certificate representing shares has
allegedly been lost, destroyed or mutilated, the board of directors may, in its
discretion, except as may be required by


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<PAGE>
law, direct that a new certificate be issued therefor upon such terms,
indemnification to the corporation and other reasonable requirements as it may
impose.

         Section 3. Transfer of Shares. Transfers of shares of the corporation
shall be made only on the books of the corporation by the holder of record
thereof or by such holder's legal representative, who shall furnish proper
evidence of authority to transfer, or by such holder's 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 the owner thereof for all purposes as regards the corporation.

                                   ARTICLE VII
                                   FISCAL YEAR

         The fiscal year of the corporation consists of 52 or 53 weeks ending on
the Saturday nearest May 31.

                                  ARTICLE VIII
                                    DIVIDENDS

         The board of directors may from time to time, declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and the Articles of Incorporation of
the corporation.



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                                   ARTICLE IX
                                      SEAL

         The board of directors may provide for a corporate seal which shall be
in the form of a circle and shall have inscribed thereon the name of the
corporation and the words, "Corporate Seal, Illinois."

                                   ARTICLE X
                     INDEMNIFICATION OF OFFICERS AND DIRECTORS

         (a) Any person who was or is a party, or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or who is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.

         (b) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, if such person
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation, provided that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation, unless, and
only to the extent that, the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.


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<PAGE>
         (c) To the extent that a director, officer, employee or agent of the
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) above, or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) above (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case, upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in subsections (a) or (b)
above. Such determination shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or even
if obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the shareholders.

         (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation as authorized in this Article X.

         (f) The indemnification and advancement of expenses provided by or
granted under the other provisions of this Article X shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under these by-laws, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

         (g) The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article X.

         (h) If the corporation indemnifies or advances expenses to a director
or officer under Subsection (b) of this Article X, the corporation shall report
the indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.

         (i) For purposes of this Article X, references to "the corporation"
shall include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, employees or agents,
so that any person who was a director, officer, employee or agent of such
merging corporation, or was serving at the request of such merging corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same


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<PAGE>
position under the provisions of this Article X with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.

         (j) For purposes of this Article X, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to any employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Article X.

         (k) The indemnification and advancement of expenses provided by or
granted under this Article X shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of that person.

                                   ARTICLE XI
                                WAIVER OF NOTICE

         Whenever any notice whatsoever is required to be given under the
provisions of these by-laws or under the provisions of the Articles of
Incorporation of the corporation or under the provisions of applicable law, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

                                  ARTICLE XII
                                   AMENDMENTS

         These by-laws may be altered, amended or repealed and new by-laws may
be adopted by the shareholders or the board of directors of the corporation.




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