(Restated/approved
7/23/99) Amended 5/7/01Amended 9/12/01  Amended 11/20/01Amended
2/22/02Amended 4/23/02Amended 2/28/03

BY-LAWS

OF

GEHL COMPANY

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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. 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 shareholders (the Annual
          Meeting) shall be held each year at 7:00 P.M. (Central Time) on the last
          Thursday in April, or at such other time and date as may be fixed by or under
          the authority of the Board of Directors, for the purpose of electing that number
          of directors equal to the number of directors in the class whose term expires at
          the time of the Annual Meeting and for the transaction of such other business as
          may properly come before the Annual Meeting in accordance with Section 2.14 of
          these by-laws. If the day fixed for the Annual Meeting is a legal holiday in the
          State of Wisconsin, such meeting shall be held on the next succeeding business
          day. 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.       
          Special Meetings.

(a)       
          A special meeting of shareholders (a Special Meeting) may be called
          only by (i) the President or (ii) the Board of Directors and shall be called by
          the President upon the demand, in accordance with this Section 2.02, 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 2.14 of these by-laws.

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(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 2.02), 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 2.02, 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 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.
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| | (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).
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| | (iii)                      Person shall
mean any individual, firm, corporation, partnership,                joint venture,
association, trust, unincorporated organization or other entity.
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| | (iv)                      Proxy shall
have the meaning assigned to such term in Rule 14a-1                promulgated under the
Exchange Act.
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| | (v)                      Solicitation shall
have the meaning assigned to such term in Rule                14a-11 promulgated under
the Exchange Act.
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| | (vi)                      Soliciting
Shareholder shall mean, with respect to any Special                Meeting demanded
by a shareholder or shareholders, any of the following Persons:
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| | (A)                      if
the number of shareholders signing the demand or demands of meeting delivered
               to the corporation pursuant to paragraph (c) of this Section 2.02 is 10 or
               fewer, each shareholder signing any such demand;
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| | (B)                      if
the number of shareholders signing the demand or demands of meeting delivered
               to the corporation pursuant to paragraph (c) of this Section 2.02 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
2.02 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
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| | (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                2.02 and/or the written agreement described in this
paragraph (d) in order to                prevent the purposes of this Section 2.02 from
being evaded.
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(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 President or the
          Board of Directors shall have called such meeting. In the case of any Special
          Meeting called by 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 2.05 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. (Central 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 President 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.

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(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.

2.03.       
          Place of Meeting. The Board of Directors or the President 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 President.

2.04.       
          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 2.04 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 restated articles of incorporation, 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 2.02 of these by-laws and (ii) shall contain all of
          the information required in the notice received by the corporation in accordance
          with Section 2.14(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.

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2.05.       
          Fixing of Record Date. The Board of Directors may fix a future 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 or 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 a future
          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.

2.06.       
          Voting Lists. 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 or her 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 or her
          expense, during the period that it is available for inspection pursuant to this
          Section 2.06. The corporation shall make the shareholders list available
          at the meeting and any shareholder or his or her agent or attorney may inspect
          the list at any time during the meeting or any adjournment thereof. Refusal or
          failure to prepare or make available the shareholders list shall not
          affect the validity of any action taken at an Annual Meeting or Special Meeting.

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2.07.       
          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 2.07. Except as otherwise provided in the restated articles of
          incorporation 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 restated articles of incorporation, these
          by-laws or the Wisconsin Business Corporation Law requires a greater number of
          affirmative votes. Unless otherwise provided in the restated articles of
          incorporation, each director 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 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.

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2.08.       
          Conduct of Meetings. The President, and in his absence a Vice-President in the
          order provided under Section 4.06, 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 meetings of the shareholders, but, in
          the absence of the Secretary, the presiding officer may appoint any other person
          to act as secretary of the meeting.

2.09.       
          Proxies. At 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 a 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 in the proxy, a proxy may be revoked
          at any time before it is voted, either by written notice filed with the
          Secretary or the acting secretary of the meeting or by oral notice given by the
          shareholder to the presiding officer during the meeting. The presence of a
          shareholder who has filed his proxy shall not of itself constitute a revocation.

2.10.       
          Voting of Shares. 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 by the
          restated articles of incorporation.

2.11.       
          Acceptance of Instruments Showing Shareholder Action. If the name signed on a
          vote, consent, waiver or proxy appointment corresponds to the name of the
          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.

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(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.

2.12.                      Waiver
of Notice by Shareholders. A shareholder may waive any notice required by
               the Wisconsin Business Corporation Law, the restated articles of
incorporation                or these by-laws before or after the date and time stated in
the notice. The                waiver shall be in writing and signed by the shareholder
entitled to the notice,                contain the same information that would have been
required in the notice under                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.

2.13.                      Unanimous
Consent without Meeting. Any action required or permitted by the                restated
articles of incorporation 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.

2.14.                      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 2.14.
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| | (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 2.14, 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 office of
               the corporation not less than 60 days nor more than 90 days prior to the last
               Thursday 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 280 days from the last Thursday 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 the 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.
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| | (iii)       
               Notwithstanding anything in the second sentence of paragraph (a)(ii) of this
               Section 2.14 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 Thursday in the month of April, a shareholders
               notice required by this Section 2.14 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 office 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.
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(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 2.04 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 2.14. 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
office 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 2.14 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 2.14. 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
               2.14 and, if any proposed nomination or business is not in compliance with this
               Section 2.14, to declare that such defective proposal shall be disregarded.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               For purposes of this Section 2.14, 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)       
               For purposes of this Section 2.14, 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 2.14, 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 2.14. Nothing in this Section 2.14 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 and Number. 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. The number of directors
          of the corporation shall be eight (8) divided into three (3) classes: Class I
           three (3) directors; Class II  three (3) directors; Class III
           two (2) directors.

3.02.       
          Term and Qualifications. At each Annual Meeting the successors to the class of
          directors whose terms shall expire at the time of such Annual Meeting shall be
          elected to hold office until the third succeeding Annual Meeting of
          shareholders, and until their successors are duly elected and qualified. 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. Directors need not be residents of the State of Wisconsin or
          shareholders of the corporation.

3.03.       
          Nominations. Nominations for the election of directors may only be made in
          accordance with the requirements of Section 2.14 hereof, which requirements are
          hereby incorporated by reference in this Section 3.03.

3.04.       
          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.

3.05.       
          Special Meetings. Special meetings of the Board of Directors may be called by or
          at the request of the President, Secretary or any two directors. The President
          or 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 meeting shall be the principal office of
          the corporation in the State of Wisconsin.

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3.06.       
          Notice; Waiver. Notice of each meeting of the Board of Directors (unless
          otherwise provided in or pursuant to Section 3.04) 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 at such other address as such director shall
          have designated in writing 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 restated articles of incorporation 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.

3.07.       
          Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law
          or by the restated articles of incorporation or these by-laws, a majority of the
          number of 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.

3.08.       
          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 restated articles of incorporation or these by-laws.

3.09.       
          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 4.06, 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 any
          other person present to act as secretary of the meeting. Minutes of any regular
          or special meeting of the Board of Directors shall be prepared and distributed
          to each director.

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3.10.       
          Compensation. The Board of Directors, by affirmative vote of a majority of the
          directors then in office, and irrespective of any personal interest of any of
          its members, may establish reasonable compensation of all directors for 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 to delegate authority to an appropriate committee to
          provide for reasonable pensions, disability or death benefits, and other
          benefits or payments, to directors, officers and employees and to their estates,
          families, dependents or beneficiaries on account of prior services rendered by
          such directors, officers and employees to the corporation.

3.11.       
          Presumption of Assent. A director of the 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.

3.12.       
          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 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 corporations restated
          articles of incorporation; (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.

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3.13.       
          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. 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.

3.14.       
          Unanimous Consent without Meeting. Any action required or permitted by the
          restated articles of incorporation 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, such number of Vice-Presidents as the Board of Directors
          shall elect from time to time by affirmative vote of a majority of the number of
          directors present at a meeting at which a quorum is in attendance, 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; Vacancies. 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. 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 4.03, 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.

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4.04.       
          Chairman of the Board. The Chairman of the Board shall, when present, preside at
          all meetings of the Board of Directors, and shall perform such other duties as
          may be prescribed by the Board of Directors from time to time.

4.05.       
          President. The President shall be the principal executive officer of the
          corporation and, subject to the control of the Board of Directors, shall in
          general supervise and control all of the business and affairs of the
          corporation. He shall, when present, preside at all Annual Meetings and Special
          Meetings. 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 President. 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 Vice-President or other officer or agent of the corporation
          to sign, execute and acknowledge such documents or instruments in his place and
          stead. In general he shall perform all duties incident to the office of the
          President and such other duties as may be prescribed by the Board of Directors
          from time to time.

4.06.       
          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 President or by the Board of Directors. The
          execution of any instrument of the corporation by any Vice-President shall be
          conclusive evidence, as to third parties, of his authority to act in the stead
          of the President.

4.07.       
          The Secretary. The Secretary shall: (a) keep the minutes of all Annual Meetings
          and Special Meetings and all 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 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.

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4.08.       
          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.

4.09.       
          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
          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.

4.10.       
          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 duties
          of the office to which he is so appointed to be assistant, or as to which he is
          so appointed to act, except as such power may be otherwise defined or restricted
          by the Board of Directors or the appointing officer.

4.11.       
          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.

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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 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
          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 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 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.

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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 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 signatures of the President or Vice-President
          and the Secretary or Assistant Secretary upon a certificate may be facsimiles if
          the certificate is countersigned by a transfer agent, or registered by 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 exercise all the rights and powers 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
          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.

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6.06.       
          Lost, Destroyed or Stolen Certificates. Where the owner claims that his
          certificate for shares has been lost, destroyed or wrongfully taken, a new
          certificate shall be issued in place thereof if the owner (a) so requests before
          the corporation has notice that such shares have been acquired by a bona fide
          purchaser, and (b) files with the corporation a sufficient indemnity bond, and
          (c) satisfies such other reasonable requirements as the Board of Directors may
          prescribe.

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 shall provide a corporate seal which shall be circular in
          form and shall have inscribed thereon the name of the corporation and the state
          of incorporation and the words, Corporate Seal.

ARTICLE VIII. AMENDMENTS

8.01.       
          By Shareholders. The affirmative vote of shareholders possessing at least
          seventy-five percent of the voting power of the then outstanding shares of all
          classes of stock of the corporation generally possessing voting rights in
          elections of directors, considered for this purpose as one class, shall be
          required to amend, alter, change or repeal, or to adopt any provision
          inconsistent with, Sections 2.01 to 2.05 inclusive of Article II of these
          by-laws, Sections 8.01 to 8.03 inclusive of Article VIII of these by-laws and
          Sections 9.01 to 9.11 inclusive of Article IX of these by-laws. Subject to the
          foregoing and except as otherwise provided in the restated articles of
          incorporation of the corporation, the by-laws of this corporation may be
          altered, amended, changed or repealed by the affirmative vote of shareholders
          possessing at least a majority of the voting power of the shares of all classes
          of stock of the corporation generally possessing voting rights in elections of
          directors considered for this purpose as one class, which are present or
          represented at any Annual Meeting or Special Meeting at which a quorum is
          present.

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8.02.       
          By Directors. A Requisite Vote (as defined herein) of the directors shall be
          required to alter, amend, change or repeal, or to adopt any provision
          inconsistent with, Sections 2.01 to 2.05 inclusive, Section 2.07 and Section
          2.14 of Article II of these by-laws, Sections 8.01 to 8.03 inclusive of Article
          VIII of these by-laws and Sections 9.01 to 9.11 inclusive of Article IX of these
          by-laws. For purposes of this Section 8.02, Requisite Vote shall
          mean the affirmative vote of at least two-thirds of the directors then in office
          plus one director. Subject to the foregoing and except as otherwise provided in
          the restated articles of incorporation of the corporation, the by-laws of this
          corporation may be altered, amended, changed or repealed by the Board of
          Directors by the affirmative vote of a majority of the number of directors
          present at any meeting at which a quorum is present; provided, however, that the
          shareholders in altering, adopting, amending, changing or repealing a particular
          by-law may provide therein that the Board of Directors may not amend, repeal or
          readopt that by-law.

8.03.       
          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
          votes 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.

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 capitalized 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.

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(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) l, 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 of the Corporation 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.

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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
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (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
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (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 of the Corporation 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 reasonable
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 of the Corporation
               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 only, by an                Authority selected pursuant to Section
9.04(a)).

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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 of                the
Corporation (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 of the Corporation 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.

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