<PAGE>

                                                                     Exhibit 3.2

                                       BY-LAWS

                                          OF

                             BINKS MANUFACTURING COMPANY

                    (As Amended and Restated through June 6, 1996)


                                      ARTICLE I

                                       OFFICES

    Section 1.     PRINCIPAL OFFICE.  The principal office of the Corporation
shall be located in the City of Wilmington, County of New Castle and State of
Delaware, and the name of the agent therein and in charge thereof, and upon whom
legal process against the Corporation may be served (until otherwise determined
by the Board of Directors) is the Corporation Trust Company of America.

    Section 2.     OTHER OFFICE.  Another office of the Corporation, where
meetings of the stockholders and directors may be held, shall be, and is hereby,
established at the Village of Franklin Park, County of Cook and State of
Illinois.

                                      ARTICLE II

                               MEETINGS OF STOCKHOLDERS

    Section 1.     ANNUAL MEETING.  The annual meeting of stockholders of the
Corporation shall be held at the office of the Corporation in Franklin Park,
Illinois, at the hour of 10:00 o'clock A.M., on the last Tuesday of April of
each year, if not a legal holiday, and if a legal holiday then on the next
succeeding day not a legal holiday, for the purpose of electing directors and
for the transaction of only such other business as is properly brought before
the meeting in accordance with these By-Laws.  If for any reason said annual
meeting shall not be held at the time herein provided, the same may be held at
any time thereafter, upon notice as hereinafter provided, or the business
thereof may be transacted at any special meeting called for that purpose.

    To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board, or (c) otherwise properly brought before the
meeting by a stockholder.  In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation.  To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, no
earlier than February 1 and no later than February 25 immediately preceding the
annual meeting of stockholders.  A

<PAGE>

stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual
meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business.

    Notwithstanding anything in the By-Laws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 1, PROVIDED, HOWEVER, that nothing in this Section 1 shall
be deemed to preclude discussion by any stockholder of any business properly
brought before the annual meeting.

    The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 1, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

    Section 2.     SPECIAL MEETINGS.  Special meetings of the stockholders may
be called by the President or by order of the Board of Directors whenever they
deem it necessary.  Such special meetings shall be held at the principal office
of the Corporation in Franklin Park, Illinois, or such place as may be
designated in the call, and the business of such special meeting shall be
confined to the objects stated in the notice thereof.

    Section 3.     NOTICE OF MEETINGS.  Notice of the time and place of the
annual, and of any special, meeting of the stockholders shall be given by the
Secretary to each of the stockholders entitled to vote at such meeting by
posting same in a postage prepaid letter, addressed to each such stockholder at
the address left with the Secretary of the Corporation, or at his last known
address, or by delivering the same personally, at least ten days prior to such
meeting.  The notice of a special meeting shall also set forth the objects of
the meeting.  All or any of the stockholders may waive notice of the annual or
any special meeting, and the presence of a stockholder at any meeting, in person
or by proxy, shall be deemed a waiver of notice thereof by him.  Meetings of the
stockholders may be held at any time and place and for any purpose, without
notice, when all of the stockholders entitled to vote at such meeting are
present in person or by proxy, or when all of such stockholders waive notice and
consent to the holding of such meeting.

    It shall be the duty of the officer who shall have charge of the stock
ledger of the Corporation to prepare and make, at least ten days before every
stockholders' meeting for the election of directors, a complete list of
stockholders entitled to vote thereat, arranged in alphabetical order.  Such
list shall be open at the place where said election is to be held for said ten
days, to the examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

    Section 4.     VOTING AT STOCKHOLDERS' MEETINGS.  At all meetings of the
stockholders, each holder of stock entitled to be voted at such meeting shall be
entitled to one vote for each


                                          2


<PAGE>

such share of capital stock standing registered in his name at the time of the
closing of the transfer books for said meeting, or if such transfer books shall
not have been closed for such meeting, then for each such share of stock
standing registered in his name at such date, if any, as the Board of Directors
shall have fixed in advance as hereinafter provided, as a record for the
determination of the stockholders entitled to notice of and to vote at such
meeting, or in case the transfer books shall not have been closed for such
meeting and no such record date shall have been fixed in advance by the Board of
Directors, then for each such share of stock standing registered in his name at
the time of the meeting; provided, however, that except where the transfer books
of the Corporation shall have been closed, or a date shall have been fixed as a
record date for the determination of the stockholders entitled to vote, as
hereinafter provided, no share of stock shall be voted on at any election of
directors which shall have been transferred on the books of the Corporation
within twenty days next preceding such election of directors.  Such vote may be
given personally or by proxy authorized in writing.  Only the persons in whose
names shares of stock shall stand on the books of the Corporation at the time
aforesaid shall be entitled to vote in person or by proxy upon the shares of
stock standing in their names.  No proxy shall be voted on or after three years
from its date, unless such proxy provides for a longer period.

    Section 5.     QUORUM.  The holders for the time being of a majority of the
total number of shares of stock issued and outstanding, and for the time being
entitled to be voted at any meeting, represented in person or by proxy, shall
constitute a quorum for the transaction of business, unless the representation
of a larger number shall be required by law.  In the absence of a quorum, the
stockholders attending or represented at the time and place at which a meeting
shall have been called may adjourn the meeting from time to time until a quorum
shall be present.  At any such adjourned meeting at which a quorum shall be
present any business may be transacted which might have been transacted by a
quorum of the stockholders at the meeting as originally convened.

    Section 6.     PRESIDING OFFICER AND SECRETARY.  The President shall call
meetings of the stockholders to order and shall act as Chairman of such
meetings.  The Board of Directors may appoint any stockholder to act as Chairman
at any meeting in the absence of the President and Vice President, and in
default of any appointment by the Board of Directors of a Chairman, the
stockholders may elect a Chairman to preside at the meeting.  The Secretary, or
an Assistant Secretary, of the Corporation shall act as Secretary at all
meetings of the stockholders, but in their absence the stockholders or presiding
officers may appoint any person to act as Secretary of the meeting.

                                     ARTICLE III

                                  BOARD OF DIRECTORS

    Section 1.     ELECTION, QUALIFICATION AND FILLING OF VACANCIES.  The
property and business of the Corporation shall be managed and controlled by a
Board of Directors.  A director of the Corporation need not be a stockholder
thereof.  The Board of Directors shall consist of nine (9) directors.  Such
number may be increased or decreased to such number as


                                          3


<PAGE>

shall hereafter be fixed from time to time by amendment of these By-Laws,
provided the number of directors shall never be less than three.

    Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors.  Nominations for the election of
directors may be made by the Board of Directors or by a committee appointed by
the Board of Directors, or by any stockholder entitled to vote in the election
of directors generally provided that such stockholder has given actual written
notice of such stockholder's intent to make such nomination or nominations to
the Secretary of the Corporation not later than (a) with respect to an election
to be held at an annual meeting of stockholders, no earlier than February 1 and
no later than February 25 immediately preceding the annual meeting of
stockholders and (b) with respect to an election to be held at a special meeting
of stockholders for the election of directors, the close of business on the
fifteenth day following (i) the date on which notice of such meeting is first
given to stockholders or (ii) the date on which public disclosure of such
meeting is made, whichever is earlier.

    Each such notice shall set forth: (a) the name and record address of the
stockholder who intends to make the nomination and the name, age, business
address and resident address of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice and stating the number of shares held by such stockholder; (c) a
description of all arrangements or understandings involving any stockholder,
each such nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
stockholder or relating to the Corporation or its securities or to such
nominee's service as a director if elected; (d) such other information regarding
such nominee proposed by such stockholder as would be required to be disclosed
in solicitations for proxies for election of directors pursuant to Rule 14a
under the Securities Exchange Act of 1934, as amended; and (e) the consent of
each nominee to serve as a director of the Corporation if so elected.

    The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

    Vacancies and newly created directorships resulting from any increase in
the authorized number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
Any director elected to fill a vacancy as hereinabove set forth shall hold
office until the next election of the class for which such director shall have
been chosen, and until his successor shall have been elected and qualified.

    When one or more directors shall resign from the Board effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies; the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as hereinbefore
provided with respect to the filling of other vacancies.


                                          4


<PAGE>

    Section 2.     PLACE OF MEETING.  Any meeting of the Board of Directors may
be held at the principal office of the Corporation in Wilmington, Delaware, or
at the office of the Corporation in the Village of Franklin Park, Illinois, or
at any other place within or without the State of Delaware which may be from
time to time established by the By-Laws of the Corporation or by resolution of
the Board, or which may be agreed to in writing by all the directors of the
Corporation.

    Section 3.     REGULAR AND SPECIAL MEETINGS.  The regular annual meeting of
the Board o Directors shall be held without notice at the same place and
immediately following the close of the annual stockholders' meeting in each year
for the election of officers and the transaction of such other business as may
come before the Board.  Other regular meetings of the Board may be held at such
times and places, either within or without the State of Delaware, and upon such
notice, or without notice, as the Board of Directors may by resolution from time
to time determine.  Special meetings of the Board shall be held whenever called
by the President or any two directors, in writing.  Notice of each special
meeting of the Board shall be delivered personally to each director, mailed to
him or transmitted by telephone, telegraph or facsimile transmission to his
residence or usual place of business, at least three days before the meeting or
such shorter period before the meeting as the person or persons calling such
meeting deem appropriate in the circumstances.  Meetings of the Board may be
held at any time and place either within or without the State of Delaware, and
for any purpose, without notice, when all of the directors are present, or shall
waive notice of and consent to the holding of such meeting.  All or any of the
directors may waive notice of any meeting, and the presence of a director at any
meeting of the Board shall be deemed a waiver of notice thereof by him.

    Section 4.     QUORUM AND ADJOURNMENT.  A majority of the directors in
office at a meeting regularly called shall constitute a quorum.  In the absence
of a quorum, the directors present at the time and place at which a meeting
shall have been duly called, may adjourn the meeting from time to time and place
to place until a quorum shall be present.

    Section 5.     SUBMISSION OF ACTS TO APPROVAL OF STOCKHOLDERS.  The Board
of Directors, in its discretion, may submit any contract or act for approval or
ratification at any annual meeting of the stockholders, or at any special
meeting of the stockholders called for that purpose, and any contract or act
that shall be approved or ratified by the vote of the holders of a majority of
the capital stock of the Corporation, which is represented in person or by proxy
at such meeting, provided that a lawful quorum of stockholders be there
represented in person or by proxy, shall, unless the approval or ratification of
the holders of a larger proportion of the capital stock is required by law, or
by the Certificate of Incorporation of the Corporation, be as valid and as
binding upon the Corporation and upon all the stockholders as if it had been
approved or ratified by every stockholder of the Corporation.

    Section 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a)  The Corporation shall, to the fullest extent to which it is
empowered to do by the General Corporation Law of Delaware or any other
applicable laws, as may from time to time be in effect, indemnify any person who
was or is, or is threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,


                                          5


<PAGE>

administrative or investigative (other than an action by or in the right of the
corporation,) by reason of the fact that he is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorneys' fees,) judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.  The Corporation may
make advances against any such expenses upon terms determined by the Board of
Directors.

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

         (c)  To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Section 6, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         (d)  Any indemnification under subsections (a) and (b) of this Section
6 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b)
of this Section 6.  Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a


                                          6


<PAGE>

quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

         (e)  Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in
the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this section.

         (f)  Persons who are not covered by the foregoing provisions of this
Section 6 and who are or were employees or agents of the Corporation, or are or
were serving at the request of the Corporation as employees or agents of another
corporation, partnership, joint venture, trust or other enterprise, may be
indemnified to the extent authorized at any time or from time to time by the
Board of Directors.

         (g)  The indemnification provided by this Section 6 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

    Section 7.     AUDIT COMMITTEE.  The directors shall appoint from their
number an Audit Committee which shall consist of three (3) Unaffiliated
Directors, who shall hold office until their successors are elected, or until
they resign.  The Audit Committee shall perform the functions designated by the
Corporation's Board of Directors.  The Audit Committee may make its own rules of
procedure and shall meet as and where provided by rules or as designated by its
Chairman.  The members of the Audit Committee shall select a member as Chairman.

    Section 8.     COMPENSATION COMMITTEE.  The directors shall appoint a
Compensation Committee which shall consist of three (3) Unaffiliated Directors
who shall hold office until their successors are elected, or until they resign.
The Compensation Committee shall perform the functions designated by the
Corporation's Board of Directors.  The Compensation Committee may make its own
rules of procedure and shall meet as and where provided by rules or as
designated by its Chairman.  The members of the Compensation Committee shall
select a member as Chairman.

    Section 9.     EXECUTIVE AND FINANCE COMMITTEE.  The directors shall
appoint from their number an Executive and Finance Committee which shall consist
of five (5) directors who shall hold office until their successors are elected,
or until they resign.  The Executive and Finance Committee shall perform the
functions designated by the Corporation's Board of Directors.  The Executive and
Finance Committee may make its own rules of procedure and shall meet as and
where provided by rules or as designated by its Chairman.  The members of the
Executive and Finance Committee shall select a member as Chairman.


                                          7


<PAGE>

    Section 10.    NOMINATING AND GOVERNANCE COMMITTEE.  The directors shall
appoint from their number a Nominating and Governance Committee who shall
consist of three (3) Unaffiliated Directors, who shall hold office until their
successors are elected, or until they resign.  The Nominating and Governance
Committee shall perform the functions designated by the Corporation's Board of
Directors.  The Nominating and Governance Committee may make its own rules of
procedure and shall meet as and where provided by rules or as designated by its
Chairman.  The members of the Nominating and Governance Committee shall select a
member as Chairman.

    Section 11.    UNAFFILIATED DIRECTORS.  An Unaffiliated Director is a
director that is not a present or former employee of the Corporation or any of
its affiliates and does not have any direct or indirect material economic
relationships with the Corporation or any of its affiliates other than as a
result of customary director's compensation or stock ownership.

                                      ARTICLE IV

                                       OFFICERS

    Section 1.     DESIGNATION, TERM AND VACANCIES.  The officers of the
Corporation shall be a Chairman of the Board, a President and Chief Executive
Officer (herein referred to as "President"), one or more Vice Presidents, a
Secretary and a Treasurer, all of whom shall be elected by the Board of
Directors.  The Board of Directors may appoint one or more Assistant Treasurers
and one or more Assistant Secretaries and such other officers as may be deemed
necessary, who shall have such authority and shall perform such duties as may
from time to time be prescribed by the Board.  Vacancies occurring among the
officers of the Corporation shall be filled by the Board of Directors.  Officers
selected by the Board shall hold office until the next annual meeting of the
directors and until their successors are elected and qualified, provided that
any officer may be removed at any time by the affirmative vote of a majority of
the whole Board.  All other officers, agents, and employees shall hold office
during the pleasure of the Board or the officers appointing them.  Any number of
offices may be held by the same person.

    Section 2.     CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be
chosen from among the directors.  He shall preside at all meetings of the Board
of Directors.  He shall make recommendations to the Board regarding corporation
policies and, as requested by the President, furnish advice and counsel to the
Corporation.  He shall also perform such other duties as may be assigned to him
by the Board of Directors.

    Section 3.     PRESIDENT.  The President shall be chosen from among the
directors.  He shall preside at all meetings of the stockholders.  Subject to
the Board of Directors, he shall have general charge of the entire business of
the Corporation.  He may sign and seal certificates of stock and bonds,
contracts or other obligations authorized by the Board, and may, without
previous authority of the Board, make such contracts as the ordinary conduct of
the Corporation's business requires.  He shall have the general superintendence
and direction of all of the other officers of the Corporation, and shall have
the usual powers and duties vested in the President of a corporation.  He shall
have the power to select and appoint all necessary officers


                                          8


<PAGE>

and servants of the Corporation, except those selected by the Board of
Directors, and to remove all such officers and servants, except those selected
by the Board of Directors, and make new appointments to fill the vacancies.  He
may delegate any of his powers to a Vice President of the Corporation.  He shall
at all times be subject to the Board of Directors.

    Section 4.     VICE PRESIDENT.  Each Vice President shall have the same
powers and duties as the President, in the event of the latter's absence or
disability, and also such of said President's powers and duties as the President
may from time to time delegate to him.  He shall have such other powers and
perform such other duties as may be assigned to him by the Board of Directors.

    Section 5.     TREASURER.  The Treasurer shall have the custody of such
funds and securities of the Corporation as may come to his hands or be committed
to his care by the Board of Directors.  When necessary or proper he shall
endorse on behalf of the Corporation for collection checks, notes or other
obligations, and shall deposit the same to the credit of the Corporation in such
bank or banks or depositaries as the Board of Directors, or President, may
designate.  He may sign receipts or vouchers for payments made to the
Corporation, and the Board of Directors may require that such receipts or
vouchers shall also be signed by some other officer to be designated by them.
Whenever required by the Board of Directors he shall render a statement of his
accounts and such other statements respecting the affairs of the corporation as
may be requested.  He shall keep proper and accurate books of account.  He shall
perform all acts incident to the office of Treasurer, subject to the control of
the Board.  He shall, with the President, sign all certificates of stock of the
Corporation and may affix the seal of the Corporation thereto.  In the
discretion of the Board of Directors, he may be required to give a bond in such
amount and containing such conditions as the Board of Directors may approve, and
such bond may be the undertaking of a surety company, and the premium therefor
may be paid by the Corporation.

    Section 6.     SECRETARY.  The Secretary shall be sworn to the faithful
discharge of his duty.  He shall record the votes and proceedings of the
stockholders and the Board of Directors in a book or books kept for that
purpose, and shall attend all meetings of the directors and stockholders.  He
shall keep in safe custody the seal of the Corporation, and when required by the
Board of Directors, or when any instrument shall have first been signed by the
President or a Vice President duly authorized to sign the same, or when
necessary to attest any proceedings of the stockholders or directors, shall
affix it to any instrument requiring the same, and shall attest the same with
his signature.  He shall attend to the giving and serving of notices of
meetings.  He shall have charge of such books and papers as properly belong to
his office or as may be committed to his care by the Board of Directors.  He
shall perform such other duties as appertain to his office or as may be required
by the Board of Directors.  In the absence of the Secretary and Assistant
Secretary from any meeting of the Board, the proceedings of such meeting shall
be recorded by such other person as may be appointed at the meeting for that
purpose.

    Section 7.     ASSISTANT SECRETARY.  Each Assistant Secretary shall be
vested with the same powers and duties as the Secretary, and any act may be done
or duty performed by an Assistant Secretary with like effect as though done or
performed by the Secretary.  Each


                                          9


<PAGE>

Assistant Secretary shall have such powers and perform such other duties as may
be assigned to him by the Board of Directors.

    Section 8.     ASSISTANT TREASURER.  Each Assistant Treasurer shall be
vested with the same powers and duties as the Treasurer, and any act may be done
or duty performed by the Assistant Treasurer with like effect as though done or
performed by the Treasurer.  Each Assistant Treasurer shall have such other
powers and perform such other duties as may be assigned to him by the Board of
Directors.

    Section 9.     EXECUTION OF CHECKS, ETC.  Checks, drafts, acceptances,
bills of exchange and promissory notes of the Corporation shall be signed in
such manner as may be from time to time ordered by a resolution of the Board of
Directors.

                                      ARTICLE V

                                   SHARES OF STOCK

    Section 1.     CERTIFICATES OF STOCK.  All certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
the Certificate of Incorporation of the Corporation, as the same may from time
to time be amended, as shall be approved by the Board of Directors, and shall be
signed by the President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation, and shall not be valid
unless so signed.  All certificates shall be consecutively numbered, and the
name of the person owning the shares represented thereby, with the number of
such shares and the date of issue, shall be entered on the Corporation's books.
All certificates surrendered shall be cancelled, and no new certificate issued
until the former certificate for the same number of shares shall have been
surrendered and cancelled, except in cases provided for in Section 4 of this
Article.

    Section 2.     TRANSFER OF SHARES.  Transfers of stock shall be made upon
the books of the Corporation by the holder in person or by attorney, upon the
surrender and cancellation of the certificate or certificates for such shares.
But the Board of Directors may appoint some suitable bank or trust company in
the City of Chicago, Illinois, or elsewhere, as transfer agent or registrar of
transfers for facilitating transfers by stockholders under such regulations as
the Board of Directors may from time to time prescribe.  Upon such appointment
being made, all stock certificates thereafter issued shall be countersigned by
such transfer agent or registrar of transfers, or both, as the case may be, and
shall not be valid unless so countersigned.

    The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period not exceeding forty days preceding the date of
any meeting of stockholders or the date for the payment of any dividend or the
date for the allotment of rights or the date when any change or conversion of
exchange of capital stock shall go into effect; provided, however, that in lieu
of closing the stock transfer books as aforesaid, said Board of Directors may
fix in advance a date, not exceeding sixty days preceding the date of any
meeting of stockholders or the date for the payment of any dividend, or the date
of the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of and to vote


                                          10


<PAGE>

at any such meeting, or entitled to receive payment of any such dividend, or to
any such allotment or rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

    Section 3.     ADDRESS OF STOCKHOLDERS.  Every stockholder shall furnish
the Secretary with an address to which notices of meetings and all other notices
may be served upon or mailed to him, and in default thereof notices may be
addressed to him at his last known address or at the office of the Corporation
in Franklin Park, Illinois.

    Section 4.     LOST AND DESTROYED CERTIFICATES.  The Board of Directors may
direct that a new certificate or certificates may be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, and the Board of Directors, when authorizing the
issuance of such new certificate or certificates, may in their discretion, and
as a condition precedent thereto, require the owner of such lost or destroyed
certificate or certificates, or his legal representatives to give to the
Corporation a bond in such sum as they may direct, as indemnify against any
claim that may be made against the Corporation.

    Section 5.     REGULATIONS.  The Board of Directors shall have power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Corporation.

                                      ARTICLE VI

                            DIVIDENDS AND WORKING CAPITAL

    The Board of Directors may declare dividends from the surplus or net
earnings of the Corporation.  Such dividends may be declared by the Board at any
meeting, either regular or special, at which a quorum is present.

                                     ARTICLE VII

                                         SEAL

    The common corporate seal is, and until otherwise ordered and directed by
the Board of Directors shall be, an impression upon wax or paper bearing the
name of the Corporation and the words "CORPORATE SEAL. DELAWARE."  One or more
duplicate dies for impressing such seal may be kept and used.


                                          11


<PAGE>

                                     ARTICLE VIII

                                 AMENDMENT TO BY-LAWS

    These By-Laws may be altered, amended or repealed by a vote of a majority
of the directors at any regular or special meeting of the Board, provided notice
of such proposed alteration, amendment or repeal shall have been included in the
notice of such meeting or shall have been waived by all the Directors.  These
By-Laws may also be altered, amended or repealed in accordance with the
provisions of the Certificate of Incorporation of the Corporation at any annual
meeting of the stockholders, or at any special meeting of the stockholders,
provided notice of the proposed alteration, amendment or repeal shall have been
included in the notice of such special meeting or shall have been waived by all
the stockholders.


                                          12