2/07/97




                                BY-LAWS


                                   OF


                         GIDDINGS & LEWIS, INC.
                       (a Wisconsin corporation)




                               ARTICLE I.  OFFICES

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

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

                            ARTICLE II.  SHAREHOLDERS

             2.01.     Annual Meeting.  The annual meeting of the
   shareholders (the "Annual Meeting") shall be held at 11:00 A.M. (local
   time) on the last Wednesday in the month of April of each year, or at such
   other time and date as may be fixed by resolution of the Board of
   Directors.  In fixing a meeting date for any Annual Meeting, the Board of
   Directors may consider such factors as it deems relevant within the good
   faith exercise of its business judgment.

             2.02.     Purposes of Annual Meeting.  At each Annual Meeting,
   the shareholders shall elect that number of directors equal to the number
   of directors in the class whose term expires at the time of such meeting. 
   At any such Annual Meeting, only other business properly brought before
   the meeting in accordance with Section 2.15 of these by-laws may be
   transacted.  If the election of directors shall not be held on the date
   designated herein, or fixed as herein provided, for any Annual Meeting, or
   any adjournment thereof, the Board of Directors shall cause the election
   to be held at a special meeting of shareholders (a "Special Meeting") as
   soon thereafter as is practicable.

             2.03.     Special Meetings.

             (a)  A Special Meeting may be called only by (i) the Chairman of
   the Board, (ii) the President, (iii) the Secretary or (iv) the Board of
   Directors and shall be called by the Chairman of the Board or the
   President upon the demand, in accordance with this Section 2.03, of the
   holders of record of shares representing at least 10% of all the votes
   entitled to be cast on any issue proposed to be considered at the Special
   Meeting.

             (b)  In order that the corporation may determine the
   shareholders entitled to demand a Special Meeting, the Board of Directors
   may fix a record date to determine the shareholders entitled to make such
   a demand (the "Demand Record Date").  The Demand Record Date shall not
   precede the date upon which the resolution fixing the Demand Record Date
   is adopted by the Board of Directors and shall not be more than 10 days
   after the date upon which the resolution fixing the Demand Record Date is
   adopted by the Board of Directors. Any shareholder of record seeking to
   have shareholders demand a Special Meeting shall, by sending written
   notice to the Secretary of the corporation by hand or by certified or
   registered mail, return receipt requested, request the Board of Directors
   to fix a Demand Record Date. The Board of Directors shall promptly, but in
   all events within 10 days after the date on which a valid request to fix a
   Demand Record Date is received, adopt a resolution fixing the Demand
   Record Date and shall make a public announcement of such Demand Record
   Date.  If no Demand Record Date has been fixed by the Board of Directors
   within 10 days after the date on which such request is received by the
   Secretary, the Demand Record Date shall be the 10th day after the first
   date on which a valid written request to set a Demand Record Date is
   received by the Secretary.  To be valid, such written request shall set
   forth the purpose or purposes for which the Special Meeting is to be held,
   shall be signed by one or more shareholders of record (or their duly
   authorized proxies or other representatives), shall bear the date of
   signature of each such shareholder (or proxy or other representative) and
   shall set forth all information about each such shareholder and about the
   beneficial owner or owners, if any, on whose behalf the request is made
   that would be required to be set forth in a shareholder's notice described
   in paragraph (a) (ii) of Section 2.15 of these by-laws.

             (c)  In order for a shareholder or shareholders to demand a
   Special Meeting, a written demand or demands for a Special Meeting by the
   holders of record as of the Demand Record Date of shares representing at
   least 10% of all the votes entitled to be cast on any issue proposed to be
   considered at the Special Meeting must be delivered to the corporation. 
   To be valid, each written demand by a shareholder for a Special Meeting
   shall set forth the specific purpose or purposes for which the Special
   Meeting is to be held (which purpose or purposes shall be limited to the
   purpose or purposes set forth in the written request to set a Demand
   Record Date received by the corporation pursuant to paragraph (b) of this
   Section 2.03), shall be signed by one or more persons who as of the Demand
   Record Date are shareholders of record (or their duly authorized proxies
   or other representatives), shall bear the date of signature of each such
   shareholder (or proxy or other representative), and shall set forth the
   name and address, as they appear in the corporation's books, of each
   shareholder signing such demand and the class and number of shares of the
   corporation which are owned of record and beneficially by each such
   shareholder, shall be sent to the Secretary by hand or by certified or
   registered mail, return receipt requested, and shall be received by the
   Secretary within 70 days after the Demand Record Date.

             (d)  The corporation shall not be required to call a Special
   Meeting upon shareholder demand unless, in addition to the documents
   required by paragraph (c) of this Section 2.03, the Secretary receives a
   written agreement signed by each Soliciting Shareholder (as defined
   below), pursuant to which each Soliciting Shareholder, jointly and
   severally, agrees to pay the corporation's costs of holding the Special
   Meeting, including the costs of preparing and mailing proxy materials for
   the corporation's own solicitation, provided that if each of the
   resolutions introduced by any Soliciting Shareholder at such meeting is
   adopted, and each of the individuals nominated by or on behalf of any
   Soliciting Shareholder for election as a director at such meeting is
   elected, then the Soliciting Shareholders shall not be required to pay
   such costs.  For purposes of this paragraph (d), the following terms shall
   have the meanings set forth below:

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

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

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

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

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

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

                       (A)  if the number of shareholders signing the
             demand or demands of meeting delivered to the corporation
             pursuant to paragraph (c) of this Section 2.03 is 10 or
             fewer, each shareholder signing any such demand;

                       (B)  if the number of shareholders signing the
             demand or demands of meeting delivered to the corporation
             pursuant to paragraph (c) of this Section 2.03 is more than
             10, each Person who either (I) was a Participant in any
             Solicitation of such demand or demands or (II) at the time
             of the delivery to the corporation of the documents
             described in paragraph (c) of this Section 2.03 had engaged
             or intended to engage in any Solicitation of Proxies for
             use at such Special Meeting (other than a Solicitation of
             Proxies on behalf of the corporation); or

                       (C)  any Affiliate of a Soliciting Shareholder,
             if a majority of the directors then in office determine,
             reasonably and in good faith, that such Affiliate should be
             required to sign the written notice described in paragraph
             (c) of this Section 2.03 and/or the written agreement
             described in this paragraph (d) in order to prevent the
             purposes of this Section 2.03 from being evaded.

             (e)  Except as provided in the following sentence, any Special
   Meeting shall be held at such hour and day as may be designated by
   whichever of the Chairman of the Board, the President, the Secretary or
   the Board of Directors shall have called such meeting.  In the case of any
   Special Meeting called by the Chairman of the Board or the President upon
   the demand of shareholders (a "Demand Special Meeting"), such meeting
   shall be held at such hour and day as may be designated by the Board of
   Directors; provided, however, that the date of any Demand Special Meeting
   shall be not more than 70 days after the Meeting Record Date (as defined
   in Section 2.06 hereof); and provided further that in the event that the
   directors then in office fail to designate an hour and date for a Demand
   Special Meeting within 10 days after the date that valid written demands
   for such meeting by the holders of record as of the Demand Record Date of
   shares representing at least 10% of all the votes entitled to be cast on
   each issue proposed to be considered at the Special Meeting are delivered
   to the corporation (the "Delivery Date"), then such meeting shall be held
   at 2:00 P.M. local time on the 100th day after the Delivery Date or, if
   such 100th day is not a Business Day (as defined below), on the first
   preceding Business Day.  In fixing a meeting date for any Special Meeting,
   the Chairman of the Board, the President, the Secretary or the Board of
   Directors may consider such factors as he or it deems relevant within the
   good faith exercise of his or its business judgment, including, without
   limitation, the nature of the action proposed to be taken, the facts and
   circumstances surrounding any demand for such meeting, and any plan of the
   Board of Directors to call an Annual Meeting or a Special Meeting for the
   conduct of related business.

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

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

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

             2.05.     Notice of Meeting.  Written or printed notice stating
   the place, day and hour of any Annual Meeting or Special Meeting shall be
   delivered not less than 10 days (unless a longer period is required by the
   Wisconsin Business Corporation Law) nor more than 70 days before the date
   of such meeting, either personally or by mail, by or at the direction of
   the Secretary to each shareholder of record entitled to vote at such
   meeting and to other shareholders as may be required by the Wisconsin
   Business Corporation Law.  In the event of any Demand Special Meeting,
   such notice of meeting shall be sent not more than 30 days after the
   Delivery Date.  If mailed, notice pursuant to this Section 2.05 shall be
   deemed to be effective when deposited in the United States mail, addressed
   to the shareholder at his address as it appears on the stock transfer
   books of the corporation, with postage thereon prepaid.  Unless otherwise
   required by the Wisconsin Business Corporation Law or the articles of
   incorporation of the corporation, a notice of an Annual Meeting need not
   include a description of the purpose for which the meeting is called.  In
   the case of any Special Meeting, (a) the notice of meeting shall describe
   any business that the Board of Directors shall have theretofore determined
   to bring before the meeting and (b) in the case of a Demand Special
   Meeting, the notice of meeting (i) shall describe any business set forth
   in the statement of purpose of the demands received by the corporation in
   accordance with Section 2.03 of these by-laws and (ii) shall contain all
   of the information required in the notice received by the corporation in
   accordance with Section 2.15(b) of these by-laws.  If an Annual Meeting or
   Special Meeting is adjourned to a different date, time or place, the
   corporation shall not be required to give notice of the new date, time or
   place if the new date, time or place is announced at the meeting before
   adjournment; provided, however, that if a new Meeting Record Date for an
   adjourned meeting is or must be fixed, the corporation shall give notice
   of the adjourned meeting to persons who are shareholders as of the new
   Meeting Record Date.

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

             2.07.     Voting Records.  After a Meeting Record Date has been
   fixed, the corporation shall prepare a list of the names of all of the
   shareholders entitled to notice of the meeting.  The list shall be
   arranged by class or series of shares, if any, and show the address of and
   number of shares held by each shareholder.  Such list shall be available
   for inspection by any shareholder, beginning two business days after
   notice of the meeting is given for which the list was prepared and
   continuing to the date of the meeting, at the corporation's principal
   office or at a place identified in the meeting notice in the city where
   the meeting will be held.  A shareholder or his agent may, on written
   demand, inspect and, subject to the limitations imposed by the Wisconsin
   Business Corporation Law, copy the list, during regular business hours and
   at his expense, during the period that it is available for inspection
   pursuant to this Section 2.07. The corporation shall make the
   shareholders' list available at the meeting and any shareholder or his
   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 a meeting of shareholders.

             2.08.     Quorum and Voting Requirements; Postponements;
   Adjournments.

             (a)  Shares entitled to vote as a separate voting group may take
   action on a matter at any Annual Meeting or Special Meeting only if a
   quorum of those shares exists with respect to that matter.  If the
   corporation has only one class of stock outstanding, such class shall
   constitute a separate voting group for purposes of this Section 2.08. 
   Except as otherwise provided in the articles of incorporation of the
   corporation or the Wisconsin Business Corporation Law, a majority of the
   votes entitled to be cast on the matter shall constitute a quorum of the
   voting group for action on that matter.  Once a share is represented for
   any purpose at any Annual Meeting or Special Meeting, other than for the
   purpose of objecting to holding the meeting or transacting business at the
   meeting, it is considered present for purposes of determining whether a
   quorum exists for the remainder of the meeting and for any adjournment of
   that meeting unless a new Meeting Record Date is or must be set for the
   adjourned meeting.  If a quorum exists, except in the case of the election
   of directors, action on a matter shall be approved if the votes cast
   within the voting group favoring the action exceed the votes cast opposing
   the action, unless the articles of incorporation of the corporation or the
   Wisconsin Business Corporation Law requires a greater number of
   affirmative votes.  Unless otherwise provided in the articles of
   incorporation of the corporation, each director to be elected shall be
   elected by a plurality of the votes cast by the shares entitled to vote in
   the election of directors at any Annual Meeting or Special Meeting at
   which a quorum is present.

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

             2.09.     Conduct of Meeting.  The Chairman of the Board, and in
   his absence, the President, and in his absence, a Vice President in the
   order provided under Section 4.07, and in their absence, any person chosen
   by the shareholders present shall call any Annual Meeting or Special
   Meeting to order and shall act as chairman of such meeting, and the
   Secretary of the corporation shall act as secretary of all Annual Meetings
   and Special Meetings, but, in the absence of the Secretary, the presiding
   officer may appoint any other person to act as secretary of the meeting.

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

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

             (b)  Shares held by another corporation, if a sufficient number
   of shares entitled to elect a majority of the directors of such other
   corporation is held directly or indirectly by this corporation, shall not
   be entitled to vote at any Annual Meeting or Special Meeting, but shares
   held in a fiduciary capacity may be voted.

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

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

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

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

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

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

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

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

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

             2.15.     Notice of Shareholder Business and Nomination of
   Directors.

             (a)  Annual Meetings.

                  (i)  Nominations of persons for election to the Board of
        Directors of the corporation and the proposal of business to be
        considered by the shareholders may be made at an Annual Meeting (A)
        pursuant to the corporation's notice of meeting, (B) by or at the
        direction of the Board of Directors or (C) by any shareholder of the
        corporation who is a shareholder of record at the time of giving of
        notice provided for in this by-law and who is entitled to vote at the
        meeting and complies with the notice procedures set forth in this
        Section 2.15.

                  (ii) For nominations or other business to be properly
        brought before an Annual Meeting by a shareholder pursuant to clause
        (C) of paragraph (a)(i) of this Section 2.15, the shareholder must
        have given timely notice thereof in writing to the Secretary of the
        corporation.  To be timely, a shareholder's notice shall be received
        by the Secretary of the corporation at the principal offices of the
        corporation not less than 60 days nor more than 90 days prior to the
        last Wednesday in the month of April; provided, however, that in the
        event that the date of the Annual Meeting is advanced by more than 30
        days or delayed by more than 60 days from the last Wednesday in the
        month of April, notice by the shareholder to be timely must be so
        received not earlier than the 90th day prior to the date of such
        Annual Meeting and not later than the close of business on the later
        of (x) the 60th day prior to such Annual Meeting and (y) the 10th day
        following the day on which public announcement of the date of such
        meeting is first made.  Such shareholder's notice shall be signed by
        the shareholder of record who intends to make the nomination or
        introduce the other business (or his duly authorized proxy or other
        representative), shall bear the date of signature of such shareholder
        (or proxy or other representative) and shall set forth: (A) the name
        and address, as they appear on this corporation's books, of such
        shareholder and the beneficial owner or owners, if any, on whose
        behalf the nomination or proposal is made; (B) the class and number
        of shares of the corporation which are beneficially owned by such
        shareholder or beneficial owner or owners; (C) a representation that
        such shareholder is a holder of record of shares of the corporation
        entitled to vote at such meeting and intends to appear in person or
        by proxy at the meeting to make the nomination or introduce the other
        business specified in the notice; (D) in the case of any proposed
        nomination for election or re-election as a director, (I) the name
        and residence address of the person or persons to be nominated, (II)
        a description of all arrangements or understandings between such
        shareholder or beneficial owner or owners and each nominee and any
        other person or persons (naming such person or persons) pursuant to
        which the nomination is to be made by such shareholder, (III) such
        other information regarding each nominee proposed by such shareholder
        as would be required to be disclosed in solicitations of proxies for
        elections of directors, or would be otherwise required to be
        disclosed, in each case pursuant to Regulation 14A under the Exchange
        Act, including any information that would be required to be included
        in a proxy statement filed pursuant to Regulation 14A had the nominee
        been nominated by the Board of Directors and (IV) the written consent
        of each nominee to be named in a proxy statement and to serve as a
        director of the corporation if so elected; and (E) in the case of any
        other business that such shareholder proposes to bring before the
        meeting, (I) a brief description of the business desired to be
        brought before the meeting and, if such business includes a proposal
        to amend these by-laws, the language of the proposed amendment, (II)
        such shareholder's and beneficial owner's or owners' reasons for
        conducting such business at the meeting and (III) any material
        interest in such business of such shareholder and beneficial owner or
        owners.

                  (iii)     Notwithstanding anything in the second sentence
        of paragraph (a)(ii) of this Section 2.15 to the contrary, in the
        event that the number of directors to be elected to the Board of
        Directors of the corporation is increased and there is no public
        announcement naming all of the nominees for director or specifying
        the size of the increased Board of Directors made by the corporation
        at least 70 days prior to the last Wednesday in the month of April, a
        shareholder's notice required by this Section 2.15 shall also be
        considered timely, but only with respect to nominees for any new
        positions created by such increase, if it shall be received by the
        Secretary at the principal offices of the corporation not later than
        the close of business on the 10th day following the day on which such
        public announcement is first made by the corporation.

             (b)  Special Meetings.  Only such business shall be conducted at
   a Special Meeting as shall have been described in the notice of meeting
   sent to shareholders pursuant to Section 2.05 of these by-laws. 
   Nominations of persons for election to the Board of Directors may be made
   at a Special Meeting at which directors are to be elected pursuant to such
   notice of meeting (i) by or at the direction of the Board of Directors or
   (ii) by any shareholder of the corporation who (A) is a shareholder of
   record at the time of giving of such notice of meeting, (B) is entitled to
   vote at the meeting and (C) complies with the notice procedures set forth
   in this Section 2.15.  Any shareholder desiring to nominate persons for
   election to the Board of Directors at such a Special Meeting shall cause a
   written notice to be received by the Secretary of the corporation at the
   principal offices of the corporation not earlier than 90 days prior to
   such Special Meeting and not later than the close of business on the later
   of (x) the 60th day prior to such Special Meeting and (y) the 10th day
   following the day on which public announcement is first made of the date
   of such Special Meeting and of the nominees proposed by the Board of
   Directors to be elected at such meeting.  Such written notice shall be
   signed by the shareholder of record who intends to make the nomination (or
   his duly authorized proxy or other representative), shall bear the date of
   signature of such shareholder (or proxy or other representative) and shall
   set forth: (A) the name and address, as they appear on the corporation's
   books, of such shareholder and the beneficial owner or owners, if any, on
   whose behalf the nomination is made; (B) the class and number of shares of
   the corporation which are beneficially owned by such shareholder or
   beneficial owner or owners; (C) a representation that such shareholder is
   a holder of record of shares of the corporation entitled to vote at such
   meeting and intends to appear in person or by proxy at the meeting to make
   the nomination specified in the notice; (D) the name and residence address
   of the person or persons to be nominated; (E) a description of all
   arrangements or understandings between such shareholder or beneficial
   owner or owners and each nominee and any other person or persons (naming
   such person or persons) pursuant to which the nomination is to be made by
   such shareholder; (F) such other information regarding each nominee
   proposed by such shareholder as would be required to be disclosed in
   solicitations of proxies for elections of directors, or would be otherwise
   required to be disclosed, in each case pursuant to Regulation 14A under
   the Exchange Act, including any information that would be required to be
   included in a proxy statement filed pursuant to Regulation 14A had the
   nominee been nominated by the Board of Directors; and (G) the written
   consent of each nominee to be named in a proxy statement and to serve as a
   director of the corporation if so elected.

             (c)  General.

                  (i)  Only persons who are nominated in accordance with the
        procedures set forth in this Section 2.15 shall be eligible to serve
        as directors. Only such business shall be conducted at an Annual
        Meeting or Special Meeting as shall have been brought before such
        meeting in accordance with the procedures set forth in this Section
        2.15.  The chairman of the meeting shall have the power and duty to
        determine whether a nomination or any business proposed to be brought
        before the meeting was made in accordance with the procedures set
        forth in this Section 2.15 and, if any proposed nomination or
        business is not in compliance with this Section 2.15, to declare that
        such defective proposal shall be disregarded.

                  (ii) For purposes of this Section 2.15, "public
        announcement" shall mean disclosure in a press release reported by
        the Dow Jones News Service, Associated Press or comparable national
        news service or in a document publicly filed by the corporation with
        the Securities and Exchange Commission pursuant to Section 13, 14 or
        15(d) of the Exchange Act.

                  (iii)     Notwithstanding the foregoing provisions of this
        Section 2.15, a shareholder shall also comply with all applicable
        requirements of the Exchange Act and the rules and regulations
        thereunder with respect to the matters set forth in this Section
        2.15.  Nothing in this Section 2.15 shall be deemed to limit the
        corporation's obligation to include shareholder proposals in its
        proxy statement if such inclusion is required by Rule 14a-8 under the
        Exchange Act.

                        ARTICLE III.  BOARD OF DIRECTORS

             3.01.     General Powers; Number and Tenure.  (a) All corporate
   powers shall be exercised by or under the authority of, and the business
   and affairs of the corporation shall be managed under the direction of,
   its Board of Directors.

             (b)  The number of directors of the Corporation shall be eight
   (8), divided into three (3) classes of three (3), three (3) and two (2)
   directors, respectively.  At each Annual Meeting the successors to the
   class of directors whose term shall expire at the time of such Annual
   Meeting shall be elected to hold office until the third succeeding Annual
   Meeting, and until such directors' successors are duly elected and, if
   necessary, qualified or until there is a decrease in the number of
   directors that takes effect after the expiration of such directors' term.

             (c)  Notwithstanding the provisions of Section 3.01(b), the term
   of a director who is an officer of the Company shall immediately cease at
   any time that such director is no longer an officer of the Company.  This
   Section 3.01(c) shall be effective for directors standing for election or
   reelection to the Board of Directors, as the case may be, after February
   7, 1997.

             3.02.     Resignations and Qualifications.  A director may
   resign at any time by delivering written notice which complies with the
   Wisconsin Business Corporation Law to the Chairman of the Board or to the
   corporation.  A director's resignation is effective when the notice is
   delivered unless the notice specifies a later effective date.  Directors
   need not be residents of the State of Wisconsin or shareholders of the
   corporation.

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

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

             3.05.     Notice; Waiver.  Notice of each meeting of the Board
   of Directors (unless otherwise provided in or pursuant to Section 3.03)
   shall be given by written notice delivered or communicated in person, by
   telegram, facsimile or other form of wire or wireless communication, or by
   mail or private carrier to each director at his business address or such
   other address as a director shall have designated in writing and filed
   with the Secretary, in each case not less than 48 hours prior to the time
   of the meeting.  If mailed, such notice shall be deemed to be effective
   when deposited in the United States mail so addressed, with postage
   thereon prepaid.  If notice be given by telegram, such notice shall be
   deemed to be effective when the telegram is delivered to the telegraph
   company.  If notice is given by private carrier, such notice shall be
   deemed to be effective when the notice is delivered to the private
   carrier.  Whenever any notice whatever is required to be given to any
   director of the corporation under the articles of incorporation of the
   corporation or these by-laws or any provision of the Wisconsin Business
   Corporation Law, a waiver thereof in writing, signed at any time, whether
   before or after the time of meeting, by the director entitled to such
   notice, shall be deemed equivalent to the giving of such notice.  The
   corporation shall retain any such waiver as part of the permanent
   corporate records.  A director's attendance at or participation in a
   meeting waives any required notice to him of the meeting unless the
   director at the beginning of the meeting or promptly upon his arrival
   objects to holding the meeting or transacting business at the meeting and
   does not thereafter vote for or assent to action taken at the meeting.
   Neither the business to be transacted at, nor the purpose of, any regular
   or special meeting of the Board of Directors need be specified in the
   notice or waiver of notice of such meeting.

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

             3.07.     Manner of Acting.  The act of the majority of the
   directors present at a meeting at which a quorum is present shall be the
   act of the Board of Directors, unless the act of a greater number is
   required by the Wisconsin Business Corporation Law or by the articles of
   incorporation of the corporation or these by-laws.

             3.08.     Conduct of Meetings.  The Chairman of the Board, and
   in his absence, the President, and in his absence, a Vice President in the
   order provided under Section 4.07, and in their absence, any director
   chosen by the directors present, shall call meetings of the Board of
   Directors to order and shall act as chairman of the meeting.  The
   Secretary of the corporation shall act as secretary of all meetings of the
   Board of Directors but in the absence of the Secretary, the presiding
   officer may appoint any Assistant Secretary or any director or other
   person present to act as secretary of the meeting.  Minutes of any regular
   or special meetings of the Board of Directors shall be prepared and
   distributed to each director.

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

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

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

             3.12.     Telephonic Meetings.  Except as herein provided and
   notwithstanding any place set forth in the notice of the meeting or these
   by-laws, members of the Board of Directors (and any committee thereof) may
   participate in regular or special meetings by, or through the use of, any
   means of communication by which all participants may simultaneously hear
   each other, such as by conference telephone.  If a meeting is conducted by
   such means, then at the commencement of such meeting the presiding officer
   shall inform the participating directors that a meeting is taking place at
   which official business may be transacted. Any participant in a meeting by
   such means shall be deemed present in person at such meeting.  If action
   is to be taken at any meeting held by such means on any of the following:
   (a) a plan of merger or share exchange; (b) a sale, lease, exchange or
   other disposition of substantial property or assets' of the corporation;
   (c) a voluntary dissolution or the revocation of voluntary dissolution
   proceedings; or (d) a filing for bankruptcy, then the identity of each
   director participating in such meeting must be verified by the disclosure
   at such meeting by each such director of each such director's social
   security number to the secretary of the meeting before a vote may be taken
   on any of the foregoing matters.  For purposes of the preceding clause
   (b), the phrase "sale, lease, exchange or other disposition of substantial
   property or assets" shall mean any sale, lease, exchange or other
   disposition of property or assets of the corporation having a net book
   value equal to 10% or more of the net book value of the total assets of
   the corporation on and as of the close of the fiscal year last ended prior
   to the date of such meeting and as to which financial statements of the
   corporation have been prepared.  Notwithstanding the foregoing, no action
   may be taken at any meeting held by such means on any particular matter
   which the presiding officer determines, in his sole discretion, to be
   inappropriate under the circumstances for action at a meeting held by such
   means.  Such determination shall be made and announced in advance of such
   meeting.

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

                              ARTICLE IV.  OFFICERS

             4.01.     Number.  The principal officers of the corporation
   shall be a Chairman of the Board, a President, any number of Vice
   Presidents, a Secretary, and a Treasurer, each of whom shall be elected by
   the Board of Directors.  Such other officers and assistant officers as may
   be deemed necessary may be elected or appointed by the Board of Directors. 
   The Board of Directors may also authorize any duly appointed officer to
   appoint one or more officers or assistant officers.  Any two or more
   offices may be held by the same person.

             4.02.     Election and Term of Office.  The officers of the
   corporation to be elected by the Board of Directors shall be elected
   annually by the Board of Directors at the first meeting of the Board of
   Directors held after each Annual Meeting.  If the election of officers
   shall not be held at such meeting, such election shall be held as soon
   thereafter as conveniently may be. Each officer shall hold office until
   his successor shall have been duly elected or until his prior death,
   resignation or removal.

             4.03.     Removal.  The Board of Directors may remove any
   officer and, unless restricted by the Board of Directors or these by-laws,
   an officer may remove any officer or assistant officer appointed by that
   officer, at any time, with or without cause and notwithstanding the
   contract rights, if any, of the officer removed.  Election or appointment
   shall not of itself create contract rights.

             4.04.     Resignations and Vacancies.  An officer may resign at
   any time by delivering notice to the corporation that complies with the
   Wisconsin Business Corporation Law.  The resignation shall be effective
   when the notice is delivered, unless the notice specifies a later
   effective date and the corporation accepts the later effective date.  A
   vacancy in any principal office because of death, resignation, removal,
   disqualification or otherwise, shall be filled by the Board of Directors
   for the unexpired portion of the term.  If a resignation of an officer is
   effective at a later date as contemplated by this Section 4.04, the Board
   of Directors may fill the pending vacancy before the effective date if the
   Board provides that the successor may not take office until the effective
   date.

             4.05.     Chairman of the Board.  The Chairman of the Board
   shall be elected from the membership of the Board of Directors.  The
   Chairman of the Board shall preside at all Annual Meetings and Special
   Meetings and at all meetings of the Board of Directors.  The Chairman of
   the Board shall be the principal executive officer of the corporation and,
   subject to the control of the Board of Directors, shall in general
   supervise and control all of the business and affairs of the corporation. 
   He shall have authority, subject to such rules as may be prescribed by the
   Board of Directors, to appoint such agents and employees of the
   corporation as he shall deem necessary, to prescribe their powers, duties
   and compensation, and to delegate authority to them.  Such agents and
   employees shall hold office at the discretion of the Chairman of the
   Board.  He shall have authority to sign, execute and acknowledge, on
   behalf of the corporation, all deeds, mortgages, bonds, stock
   certificates, contracts, leases, reports and all other documents or
   instruments necessary or proper to be executed in the course of the
   corporation's regular business, or which shall be authorized by resolution
   of the Board of Directors; and, except as otherwise provided by law or the
   Board of Directors, he may authorize any officer or agent of the
   corporation to sign, execute and acknowledge such documents or instruments
   in his place and stead.

             4.06.     President.  The President shall be the chief operating
   officer of the Company.  In general he shall perform all duties incident
   to the office of chief operating officer and such other duties as may be
   prescribed by the Board of Directors from time to time.  Except where by
   law the signature of the Chairman of the Board of the corporation is
   required, the President shall possess the same power and authority as the
   Chairman of the Board 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 and shall have such
   additional power to sign, execute and acknowledge, on behalf of the
   corporation, as may be authorized by resolution of the Board of Directors. 
   During the absence or disability of the Chairman of the Board, or while
   that office is vacant, the President shall exercise the powers and
   discharge the duties of the Chairman of the Board as the principal
   executive officer of the Company.

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

             4.08.     The Secretary.  The Secretary shall: (a) keep the
   minutes of Annual Meetings and Special Meetings and of meetings of the
   Board of Directors in one or more books provided for that purpose
   (including records of actions taken without a meeting); (b) see that all
   notices are duly given in accordance with the provisions of these by-laws
   or as required by the Wisconsin Business Corporation Law; (c) be custodian
   of the corporate records and of the seal of the corporation and see that
   the seal of the corporation is affixed to all documents the execution of
   which on behalf of the corporation under its seal is duly authorized; (d)
   maintain a record of the shareholders of the corporation, in the form that
   permits preparation of a list of the names and addresses of all
   shareholders, by class or series of shares and showing the number and
   class or series of shares held by each shareholder; (e) sign with the
   Chairman of the Board, the President, or a Vice President, certificates
   for shares of the corporation, the issuance of which shall have been
   authorized by resolution of the Board of Directors; (f) have general
   charge of the stock transfer books of the corporation; and (g) in general
   perform all duties incident to the office of Secretary and have such other
   duties and exercise such authority as from time to time may be delegated
   or assigned to him by the President or by the Board of Directors.

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

             4.10.     Assistant Secretaries and Assistant Treasurers. There
   shall be such number of Assistant Secretaries and Assistant Treasurers as
   the Board of Directors may from time to time authorize.  The Assistant
   Secretaries may sign with the Chairman of the Board, the President or a
   Vice President certificates for shares of the corporation the issuance of
   which shall have been authorized by a resolution of the Board of
   Directors.  The Assistant Treasurers shall respectively, if required by
   the Board of Directors, give bonds for the faithful discharge of their
   duties in such sums and with such sureties as the Board of Directors shall
   determine.  The Assistant Secretaries and Assistant Treasurers, in
   general, shall perform such duties and have such authority as shall from
   time to time be delegated or assigned to them by the Secretary or the
   Treasurer, respectively, or by the President or the Board of Directors.

             4.11.     Other Assistants and Acting Officers.  The Board of
   Directors shall have the power to appoint, or to authorize any duly
   appointed officer of the corporation to appoint, any person to act as
   assistant to any officer, or as agent for the corporation in his stead, or
   to perform the duties of such officer whenever for any reason it is
   impracticable for such officer to act personally, and such assistant or
   acting officer or other agent so appointed by the Board of Directors or
   the appointing officer shall have the power to perform all the duties of
   the office to which he is so appointed to be an assistant, or as to which
   he is so appointed to act, except as such power may be otherwise defined
   or restricted by the Board of Directors or the appointing officer.

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

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

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

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

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

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

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

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

             ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

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

             6.02.     Facsimile Signatures and Seal.  The seal of the
   corporation on any certificates for shares may be a facsimile. The
   signature of the Chairman of the Board, President or Vice President and
   the Secretary or Assistant Secretary upon a certificate may be facsimiles
   if the certificate is manually signed on behalf of a transfer agent, or a
   registrar, other than the corporation itself or an employee of the
   corporation.

             6.03.     Signature by Former Officers.  In case any officer,
   who has signed or whose facsimile signature has been placed upon any
   certificate for shares, shall have ceased to be such officer before such
   certificate is issued, it may be issued by the corporation with the same
   effect as if he were such officer at the date of its issue.

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

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

             6.06.     Lost, Destroyed or Stolen Certificates.  The Board of
   Directors may direct a new certificate or certificates to be issued in
   place of any certificate or certificates theretofore issued by the
   corporation alleged to have been lost, stolen or destroyed, upon the
   making of an affidavit of that fact by the person claiming the certificate
   of stock to be lost, stolen or destroyed.  When authorizing such issue of
   a new certificate or certificates, the Board of Directors may, in its
   discretion and as a condition precedent to the issuance thereof, require
   the person requesting such new certificate or certificates, or his or her
   legal representative, to give the corporation a bond in such sum as it may
   direct as indemnity against any claim that may be made against the
   corporation with respect to the certificate alleged to have been lost,
   stolen or destroyed.

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

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

                               ARTICLE VII.  SEAL

             7.01.     The Board of Directors may provide a corporate seal in
   an appropriate form.

                           ARTICLE VIII.  FISCAL YEAR

             8.01.     The fiscal year of the corporation shall be as fixed
   by resolution of the Board of Directors.

                          ARTICLE IX.  INDEMNIFICATION

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

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

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

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

             (d)  "Breach of Duty" shall mean the Director or Officer
   breached or failed to perform his or her duties to the Corporation and his
   or her breach of or failure to perform those duties is determined, in
   accordance with Section 9.04, to constitute misconduct under Section
   180.0851(2)(a) 1, 2, 3 or 4 of the Statute.

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

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

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

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

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

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

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

             9.03.     Procedural Requirements.

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

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

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

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

             9.04.     Determination of Indemnification.

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

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

                  (ii) A panel of three arbitrators selected from the panels
        of arbitrators of the American Arbitration Association in Wisconsin;
        provided, that (A) one arbitrator shall be selected by such Director
        or Officer, the second arbitrator shall be selected by a majority
        vote of a Disinterested Quorum or, if a Disinterested Quorum cannot
        be obtained, then by a majority vote of the Board, and the third
        arbitrator shall be selected by the two previously selected
        arbitrators, and (B) in all other respects, such panel shall be
        governed by the American Arbitration Association's then existing
        Commercial Arbitration Rules; or

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

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

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

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

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

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

             9.05.     Mandatory Allowance of Expenses.

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

                  (i)  The Director or Officer furnishes to the Corporation
        an executed written certificate affirming his or her good faith
        belief that he or she has not engaged in misconduct which constitutes
        a Breach of Duty; and

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

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

             9.06.     Indemnification and Allowance of Expenses of Certain
   Others.

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

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

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

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

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

             9.09.     Severability.  If any provision of this Article IX
   shall be deemed invalid or inoperative, or if a court of competent
   jurisdiction determines that any of the provisions of this Article IX
   contravene public policy, this Article IX shall be construed so that the
   remaining provisions shall not be affected, but shall remain in full force
   and effect, and any such provisions which are invalid or inoperative or
   which contravene public policy shall be deemed, without further action or
   deed by or on behalf of the Corporation, to be modified, amended and/or
   limited, but only to the extent necessary to render the same valid and
   enforceable; it being understood that it is the Corporation's intention to
   provide the Directors and Officers with the broadest possible protection
   against personal liability allowable under the Statute.

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

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

                             ARTICLE X.  AMENDMENTS

             10.01.    By Shareholders.  Except as otherwise provided by the
   articles of incorporation of the corporation and these by-laws, the by-
   laws of the corporation may be altered, amended or repealed and new by-
   laws may be adopted by the shareholders at any Annual Meeting or Special
   Meeting at which a quorum is in attendance.

             10.02.    By Directors.  Except as otherwise provided in the
   articles of incorporation of the corporation and these by-laws, the by-
   laws of the corporation may also be altered, amended or repealed and new
   by-laws may be adopted by the Board of Directors by affirmative vote of a
   majority of the number of directors present at any meeting at which a
   quorum is in attendance; provided, however, that the shareholders in
   altering, adopting, amending or repealing a particular by-law may provide
   therein that the Board of Directors may not amend, repeal or readopt that
   by-law.

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