Exhibit 3.2


                          AMENDED AND RESTATED BY-LAWS
                                       OF
                             SUPERIOR SERVICES, INC.

                        (Adopted as of November 29, 1995
                     and amended as effective July 27, 1999)

                                   ARTICLE I.
                                     OFFICES

       ss. 1.01. Business Office.

       The Corporation's principal office shall be within the State of Wisconsin
and shall be located in Milwaukee  County.  The  Corporation may have such other
offices,  either  within  or  without  the State of  Wisconsin,  as the Board of
Directors may designate or as the  Corporation's  business may require from time
to time.  The  Corporation  shall  maintain  at its  principal  office a copy of
certain  records,  as required by the Wisconsin  Business  Corporation  Law (the
"Act").

       ss. 1.02. Registered Office.

       The Corporation's  registered office required by the Act to be maintained
in the State of Wisconsin  shall be the place  designated  by  resolution of the
Corporation's  Board of Directors and may be, but need not be,  identical to the
principal office in the State of Wisconsin. The address of the registered office
may be changed from time to time.

                                  ARTICLE II.
                                  SHAREHOLDERS

       ss. 2.01. Annual Shareholder Meeting.

       The  annual  meeting  of the  shareholders  shall  be held on the  second
Tuesday in May in each year at the hour of 10:00 a.m., or at such other time and
date as may be fixed by or under the  authority  of the Board of  Directors,  as
they deem appropriate in the good faith exercise of their business judgment, for
the  purposes  of  electing  directors  and for the  transaction  of such  other
business as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the State of  Wisconsin,  such meeting shall be held
at the  same  time on the next  succeeding  business  day.  If the  election  of
directors shall not be held on the day designated  herein for the annual meeting
of the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special  meeting of the  shareholders as soon
thereafter as conveniently may be held.
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       ss. 2.02. Special Shareholder Meetings.

           (a) Generally. Special meetings of the shareholders,  for any purpose
or  purposes,  may be  called  by (1)  the  Chairperson  of the  Board,  (2) the
President, (3) the Board of Directors or such officers as the Board of Directors
may  authorize  from time to time,  or (4) the  President or Secretary  upon the
written  request  of the  holders  of  record of at least  one-tenth  of all the
outstanding  shares  of the  Corporation  entitled  to vote on any  issue at the
meeting. The party calling the special meeting shall designate the date and hour
of the  meeting,  which date shall not be more than  seventy (70) days after the
demand record date, as specified herein.

           (b) Meetings Called by Shareholders.  For purposes of determining the
number  of   shareholders   necessary  to  demand  a  special   meeting  of  the
shareholders,  the record date (the "demand  record date") shall be the sixtieth
(60th) day preceding the date of the special shareholder  meeting. The requisite
number of shareholders  demanding such a meeting (the "demanding  shareholders")
shall deliver a written request to the President or Secretary, via hand delivery
or registered  mail,  within fifteen (15) days after the demand record date. The
costs of any  special  meeting,  including,  without  limitation,  the  costs or
expenses of  preparing  and mailing the notice of meeting and any related  proxy
materials shall be the responsibility of the demanding shareholders.

           (c) Notice Requirements.  Upon delivery to the President or Secretary
of a written  request by the demanding  shareholders,  stating the purpose(s) of
the requested  meeting,  dated and signed by the  person(s)  entitled to request
such a  meeting,  it shall be the duty of the  officer  to whom the  request  is
delivered  to give,  within  thirty  (30) days of such  delivery,  notice of the
meeting to the shareholders. Notice of any special meeting shall be given in the
manner  provided  in ss.  2.04  of  these  By-laws.  Only  business  within  the
purpose(s)  described  in the special  meeting  notice  shall be  conducted at a
special shareholders meeting.

           (d)  Independent  Verification.  The  Board may  utilize  independent
inspectors  to verify that demand has properly  been made by the  requisite  ten
percent  (10%)  of the  outstanding  shares  of the  Corporation,  and  that the
procedures required by this Section 2.02 have been followed.

       ss. 2.03. Place of Shareholder Meeting.

       The Board of Directors may design any place, either within or without the
State of  Wisconsin,  as the place of meeting  for any annual or for any special
meeting  called by the  Board of  Directors.  A waiver  of notice  signed by all
persons  entitled  to vote at a meeting  also may  designate  any place,  either
within or without the State of  Wisconsin,  as the place for the holding of such
meeting.  If no designation  is made by the Board of Directors,  or if a special
meeting be otherwise called, the place of the meeting shall be the Corporation's
principal  business  office in the State of  Wisconsin,  but any  meeting may be
adjourned  to  reconvene  at any place  designated  by vote of a majority of the
shares represented thereat.


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<PAGE>


       ss. 2.04. Notice of Shareholder Meeting.

           (a) Required Notice.  Unless  otherwise  required by the Act, written
notice  stating  the place,  day and hour of any  annual or special  shareholder
meeting  shall be delivered not less than ten (10) nor more than sixty (60) days
before the meeting date, either personally or by mail, by or at the direction of
the President,  the Board of Directors, or other persons calling the meeting, to
each  shareholder  of record  entitled to vote at such  meeting and to any other
shareholder  entitled  by the Act or the  Articles of  Incorporation  to receive
notice of the meeting. Notice shall be deemed to be effective at the earlier of:
(1) when  deposited in the United States mail,  addressed to the  shareholder at
his or her address as it appears on the Corporation's stock transfer books, with
postage thereon prepaid;  (2) on the date shown on the return receipt if sent by
registered  or certified  mail,  return  receipt  requested,  and the receipt is
signed by or on behalf of the addressee;  (3) when received; or (4) 5 days after
deposit in the United States mail, if mailed postpaid and correctly addressed to
an  address  other  than  that  shown in the  Corporation's  current  record  of
shareholders.

           (b) Adjourned Meeting.  If any shareholder  meeting is adjourned to a
different date, time, or place,  notice need not be given of the new date, time,
and place,  if the new date,  time, and place is announced at the meeting before
adjournment.  But if a new record date for the  adjourned  meeting is or must be
fixed (see ss. 2.05 of this Article II),  then notice must be given  pursuant to
the  requirements  of paragraph  (a) of this ss. 2.04,  to those persons who are
shareholders as of the new record date.

           (c) Waiver of Notice.  A shareholder  may waive notice of meeting (or
any notice required by the Act,  Articles of  Incorporation,  or By-laws),  by a
writing signed by the shareholder  entitled to the notice, which is delivered to
the Corporation  (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

           A shareholder's attendance at a meeting:

                      (i) waives objection to lack of notice or defective notice
           of the  meeting,  unless  the  shareholder  at the  beginning  of the
           meeting objects to holding the meeting or transacting business at the
           meeting;

                      (ii) waives  objection  to  consideration  of a particular
           matter at the  meeting  that is not  within the  purpose or  purposes
           described in the meeting notice,  unless the  shareholder  objects to
           considering the matter when it is presented.

           (d)  Contents  of  Notice.  The  notice of each  special  shareholder
meeting  shall  include a  description  of the purpose or purposes for which the
meeting  is  called.  If a purpose of any  shareholder  meeting  is to  consider
either: (1) a proposed amendment to the Articles of Incorporation (including any
restated articles requiring shareholder approval); (2) a plan of merger or share
exchange;  (3) the  sale,  lease,  exchange  or  other  disposition  of all,  or
substantially  all, of the  Corporation's  property;  (4) the dissolution of the
Corporation;  or (5) the removal of a director,  the notice must so state and be
accompanied  by,  respectively,  a copy



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<PAGE>

or  summary  of the:  (1)  articles  of  amendment;  (2) plan of merger or share
exchange;  or (3) transaction for disposition of the Corporation's  property. If
the proposed corporate action creates  dissenters' rights, the notice must state
that shareholders are, or may be entitled to assert dissenters' rights, and must
be accompanied by a copy of Section  180.1301 of the Act.  Except as provided in
this ss. 2.04(d), or as provided in the Corporation's Articles of Incorporation,
or otherwise in the Act,  the notice of an annual  shareholder  meeting need not
include a  description  of the  purpose  or  purposes  for which the  meeting is
called.

       ss. 2.05. 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 in this Section 2.05.

                      (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 2.05, the  shareholder  must
           have given timely  notice  thereof in writing to the Secretary of the
           Corporation.  To be timely, a shareholder's  notice shall be received
           by the Secretary of the  corporation at the principal  offices of the
           Corporation not less than 45 days nor more than 75 days in advance of
           the first annual anniversary (the "Anniversary Date") of the date set
           forth in the  Corporation's  proxy  statement  for the  prior  year's
           Annual  Meeting  as the date on which the  Corporation  first  mailed
           definitive  proxy  materials  for the prior  year's  Annual  Meeting;
           provided,  however,  that in the  event  that the date of the  Annual
           Meeting is  advanced  by more than 30 days or delayed by more than 60
           days  from the  second  Tuesday  in the  month of May,  notice by the
           shareholder  to be timely must also be so received  not earlier  than
           the 90th day prior to the date of such  Annual  Meeting and not later
           than the close of  business on the later of (x) the 60th day prior to
           such Annual  Meeting and (y) the 10th day  following the day on which
           public  announcement  of the date of such meeting is first made. Such
           shareholder's notice shall be signed by the shareholder of record who
           intends to make the  nomination or introduce  the other  business (or
           his duly authorized  proxy or other  representative),  shall bear the
           date  of   signature   of  such   shareholder   (or  proxy  or  other
           representative)  and shall set forth:  (A) the name and  address,  as
           they appear on this Corporation's  books, of such shareholder and the
           beneficial owner or owners, if any, on whose behalf the nomination or
           proposal  is  made;  (B)  the  class  and  number  of  shares  of the
           Corporation  which  are  beneficially  owned by such  shareholder  or
           beneficial  owner  or  owners;   (C)  a   representation   that  such
           shareholder  is a holder  of  record  of  shares  of the  Corporation
           entitled  to vote at




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<PAGE>

           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
           Securities  and  Exchange Act (the  "Exchange  Act"),  including  any
           information  that  would  be  required  to  be  included  in a  proxy
           statement  filed  pursuant  to  Regulation  14A  had a  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.

           (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(d)  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 2.05. Any shareholder  desiring
to nominate  persons for  election to the Board of  Directors  at such a Special
Meeting  shall cause a written  notice to be received  by the  Secretary  of the
Corporation at the principal offices of the Corporation not earlier than 90 days
prior to such  Special  Meeting  and not later than the close of business on the
later of (x) the 60th day  prior to such  Special  Meeting  and (y) the 10th day
following the day on which public announcement is first made of the date of such
Special  Meeting and of the  nominees  proposed by the Board of  Directors to be
elected at such meeting.  Such written notice shall be signed by the shareholder
of record who intends to make the  nomination (or his duly  authorized  proxy or
other representative),  shall bear the date of signature of such shareholder (or
proxy or other representative) and shall set forth: (A) the name and address, as
they appear on the  Corporation's  books, of such shareholder and the beneficial
owner or owners,  if any, on whose behalf the  nomination is made; (B) the class
and number of shares of the  Corporation  which are  beneficially  owned by such
shareholder  or  beneficial  owner or  owners;  (C) a  representation  that such
shareholder is a holder of record of shares of the Corporation  entitled to vote
at such  meeting  and  intends to appear in person or by proxy at the


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<PAGE>


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 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 2.05 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
           2.05.  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  2.05  and,  if any  proposed  nomination  or
           business is not in compliance  with this Section 2.05 to declare that
           such defective proposal shall be disregarded.

                      (ii)  For   purposes  of  this   Section   2.05,   "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  2.05, 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
           2.05.  Nothing  in this  Section  2.05  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.

       ss. 2.06. Fixing of Record Date.

       For the purpose of determining  shareholders  entitled to notice of or to
vote at any meeting of shareholders, or any adjournment thereof, or shareholders
entitled to receive payment of any distribution or dividend, or in order to make
a  determination  of  shareholders  for any other proper  purpose,  the Board of
Directors  may fix in advance a date as the record date.  Such record date shall
be not more than  seventy  (70) days  prior to the date on which the  particular
action  requiring such  determination of shareholders is to be taken. If no such
record


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date is fixed, the record date for determination of such  shareholders  shall be
at the close of business on:

           (a) With  respect to an annual  shareholder  meeting  or any  special
shareholder  meeting called by the Board of Directors or any person specifically
authorized by the Board or these  By-laws to call a meeting,  the day before the
first notice is delivered to shareholders;

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

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

           (d) With  respect  to  actions  taken in  writing  without  a meeting
(pursuant  to Article  II, ss.  2.12),  the date the first  shareholder  signs a
consent;

           (e) With respect to a distribution to  shareholders,  (other than one
involving a repurchase or acquisition of shares),  the date the Board authorizes
the distribution; and

           (f) With respect to any other  matter for which such a  determination
is required, as provided by law.

       When a determination  of shareholders  entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any  adjournment  thereof  unless  the Board of  Directors  fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

       ss. 2.07. Voting Lists.

       The officer or agent having charge of the stock transfer books for shares
of the Corporation shall make,  before each meeting of shareholders,  a complete
list of the  shareholders  entitled to vote at such meeting,  or any adjournment
thereof,  arranged in alphabetical  order, with the address of and the number of
shares held by each. The list must be arranged by voting group,  if such exists,
and within each voting group by class or series of shares.  The shareholder list
shall be subject to  inspection  at the  Corporation's  principal  office by any
shareholder  at any time during  usual  business  hours for any proper  purpose,
beginning  two (2) business  days after notice is given of the meeting for which
the list was  prepared.  Such list also shall be  produced  and kept open at the
time and place of the  meeting  and shall be  subject to the  inspection  of any
shareholder   during  the  meeting  for  purposes  related  to  the  meeting.  A
shareholder,  or his or her agent or attorney,  is entitled on written demand to
inspect  and,  subject to the  requirements  of the Act, to copy the list during
regular business hours and at the shareholder's expense, during the period it is
available for inspection. The Corporation shall maintain the shareholder list in
written form or in another form capable of conversion into written form within a
reasonable time.  Notwithstanding the foregoing



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provision to the contrary,  the  Corporation's  failure or refusal to prepare or
make available the shareholder  list shall not affect the validity of any action
taken at such shareholder meeting.

       ss. 2.08. Shareholder Quorum and Voting Requirements.

       If the  Articles  of  Incorporation  or the Act  provide  for voting by a
single voting group on a matter,  action on that matter is taken when voted upon
by the voting group.

       Shares  entitled to vote as a separate  voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter.  Unless the Articles of  Incorporation or the Act provide  otherwise,  a
majority  of the votes  entitled  to be cast on the matter by the  voting  group
constitutes a quorum of that voting group for action on that matter.

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

       Once a share is  represented  for any purpose at a meeting,  it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting unless a new record date is or must be set for that
adjourned  meeting.  However,  a share  represented  at a meeting solely for the
purpose of  objecting  to the  holding of the meeting or to the  transaction  of
business  at the meeting  shall not be deemed  present at the meeting for quorum
purposes.

       If a quorum  exists,  action  on a matter  (other  than the  election  of
directors)  by a voting  group is  approved  if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action,  unless the
Articles of  Incorporation  or the Act require a greater  number of  affirmative
votes.

       ss. 2.09. Proxies.

       Except as otherwise provided by the Act, at all meetings of shareholders,
a shareholder may vote in person,  or vote by proxy which is executed in writing
by the shareholder or which is executed by his duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the  Corporation or other person
authorized  to tabulate  votes  before or at the time of the  meeting.  No proxy
shall be valid after  eleven (11) months from the date of its  execution  unless
otherwise  provided in the proxy.  Unless otherwise  provided in the appointment
form, a proxy appointment may be revoked at any time before it is voted,  either
by written  notice  filed with the  Secretary  or other  officer or agent of the
Corporation  authorized  to  tabulate  votes,  or by oral  notice  given  by the
shareholder during the meeting.  The presence of a shareholder who has filed his
or her proxy appointment shall not of itself constitute a revocation.



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       ss. 2.10. Voting of Shares.

       Unless  otherwise  provided in the Articles of  Incorporation or the Act,
each outstanding  share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

       Except as  provided by specific  court  order,  no shares held by another
corporation,  if a majority of the shares  entitled to vote for the  election of
directors of such other corporation are held by the Corporation,  shall be voted
at any meeting or counted in determining the total number of outstanding  shares
at any given time for purposes of any meeting. Provided,  however, the preceding
sentence shall not limit the Corporation's  power to vote any shares,  including
its own shares, held by it in a fiduciary capacity.

       Redeemable  shares are not entitled to vote after notice of redemption is
mailed to the  holders  and a sum  sufficient  to  redeem  the  shares  has been
deposited with a bank, trust company,  or other financial  institution  under an
irrevocable  obligation to pay the holders the redemption  price on surrender of
the shares.

       ss. 2.11. Corporation's Acceptance of Votes.

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

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

                      (i) the shareholder is an entity as defined in the Act and
           the name  signed  purports  to be that of an  officer or agent of the
           entity;

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

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

                      (iv) the name  signed  purports  to be that of a  pledgee,
           beneficial owner, or  attorney-in-fact of the shareholder and, if the
           Corporation  requests,  evidence acceptable to the Corporation of the
           signatory's  authority to sign for the


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<PAGE>

           shareholder  has been  presented  with respect to the vote,  consent,
           waiver, or proxy appointment;

                      (v) two or more persons are the  shareholder  as covenants
           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 the co-owners.

           (c) The Corporation is entitled to reject a vote, consent, waiver, or
proxy  appointment  if the  secretary or other  officer or agent  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.

           (d) The Corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section are not liable in damages to the  shareholder  for
the consequences of the acceptance or rejection.

           (e) Corporate  action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

       ss. 2.12. Unanimous Consent Without Meeting.

       Any  action  required  or  permitted  to be  taken  at a  meeting  of the
shareholders  may be taken without a meeting if one or more consents 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 and are delivered to
the  Corporation  for inclusion in the minute book. A consent  signed under this
section  has the effect of a meeting  vote and may be  described  as such in any
document.

       ss. 2.13. Dissenters' Rights.

       Each  shareholder  shall  have the right to  dissent  from  action by the
Corporation  and obtain  payment for his or her shares when so authorized by the
Act, the Articles of Incorporation, these By-laws, or by resolution of the Board
of Directors.

       ss. 2.14. Conduct of Meetings.

       The  Chairperson  of the Board,  if one has been elected,  or if none has
been elected, the President, or in his or her absence the Vice-President, and in
his or her absence,  any person chosen by the shareholders  present,  shall call
the  meeting  of the  shareholders  to order and shall  act as  Chairman  of the
meeting,  and the  Secretary  of the  Corporation  shall act as Secretary of all
meetings of the shareholders,  except that the presiding officer may appoint any
Assistant Secretary or other person to act as Secretary of the meeting.



                                       10
<PAGE>

                                  ARTICLE III.
                               BOARD OF DIRECTORS

       ss. 3.01. General Powers; Number, Tenure and Qualifications.

       All corporate powers shall be exercised by or under the authority of, and
the Corporation's  business and affairs shall be managed under the direction of,
the Board of Directors.

       The  number of  directors  shall be fixed by a  resolution  adopted  by a
majority of the directors then in office, or by amendment of these By-laws,  but
in no event shall there be less than five (5)  directors,  and a decrease in the
number of  directors  shall  not  shorten  the term of  office  of an  incumbent
director.  Each  director  shall hold office  until the next  annual  meeting of
shareholders  and until his or her  successor  shall have been  elected  and, if
necessary,  qualified,  or until there is a decrease in the number of  directors
which takes effect after the  expiration  of his term, or until his or her prior
death, resignation or removal.

       ss. 3.02. Election.

       Unless otherwise provided in the Articles of Incorporation, directors are
elected by a plurality  of the votes cast by the shares  entitled to vote in the
election at a meeting at which a quorum is present.

       ss. 3.03. Regular Meetings.

       A regular  meeting of the Board of Directors  shall be held without other
notice than this By-law  immediately after, and at the same place as, the annual
meeting  of  shareholders,  and each  adjourned  session  thereof.  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.  Any such regular meeting may be held
by any means of communication as permitted by ss. 3.08.

       ss. 3.04. Special Meetings.

       Special  meetings  of the Board of  Directors  may be called by or at the
request of the Chairperson of the Board, if one has been elected,  the President
or any four (4)  directors.  The person or persons  authorized  to call  special
meetings of the Board of Directors may fix any time and any place, either within
or without the State of Wisconsin, as the time and place for holding any special
meeting of the Board of  Directors  called by them.  If no place is fixed by the
person  calling the  meeting,  the place of meeting  shall be the  Corporation's
principal office in the State of Wisconsin. Any such special meeting may be held
by any means of communication as permitted by ss. 3.08.



                                       11
<PAGE>

       ss. 3.05. Notice of Special Meetings; Waiver of Notice.

       Notice stating the time and place of any special  meeting of the Board of
Directors shall be given at least  twenty-four (24) hours previously  thereto by
written  notice  delivered  personally  or mailed to each director at his or her
business  address,  or such  other  address  as  designated  in  writing  to the
Secretary,  or by telephone or telegram.  If mailed, such notice shall be deemed
to be effective with the earlier of: (1) when  received,  or (2) five days after
deposit in the United States Mail,  addressed to the director's business office,
with postage  thereon  prepaid;  or (3) the date shown on the return  receipt if
sent by registered or certified mail, return receipt requested,  and the receipt
is signed by or on behalf of the  director.  If notice be given by  telephone or
telegram,  such notice shall be deemed to be delivered  when the notice is given
personally  by telephone  or when the  telegram is  delivered  to the  telegraph
company.  Whenever  any notice is  required  to be given to any  director of the
Corporation under the provisions of these By-laws or under the provisions of the
Articles of  Incorporation  or under the  provisions  of any  statute,  a waiver
thereof in writing,  signed at any time, whether before or after the time of the
meeting, by the director entitled to such notice,  shall be deemed equivalent to
the giving of such  notice.  The  attendance  of a director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting and  objects  thereat to the  transaction  of the  business  because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at, nor the purpose of, any regular or special  meeting of the Board
of  Directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.

       ss. 3.06. Director Quorum.

       Except as otherwise  specified by law or the Articles of Incorporation or
these  By-laws,  a  majority  of the  number of  directors  fixed in the  manner
provided  by ss.  3.01 of this  Article  III shall  constitute  a quorum for the
transaction of business at any meeting of the Board of Directors.

       A majority of the number of  directors  appointed to serve on a committee
as authorized  in ss. 3.15 of these  By-laws  shall  constitute a quorum for the
transaction of business at any committee  meeting.  These  provisions shall not,
however,  apply  to the  determination  of a  quorum  for  actions  taken  under
emergency  By-laws or any other  provisions  of these By-laws that fix different
quorum requirements.

       ss. 3.07. Voting Requirement.

       The  affirmative  vote 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
or a committee of the Board of Directors.  This  provision  shall not,  however,
apply to any action  taken by the Board of  Directors  pursuant  to ss.  3.14 or
Article X of these By-laws,  or in the event the  affirmative  vote of a greater
number of directors is required by the Act,  the Articles of  Incorporation,  or
any other provision of these By-laws.



                                       12
<PAGE>

       ss. 3.08. Meetings by Telephonic Communication.

       To the extent provided in these By-laws,  the Board of Directors,  or any
committee of the Board,  may, in addition to  conducting  meetings in which each
director  participates in person, and notwithstanding any place set forth in the
notice of the meeting or these By-laws,  conduct any regular or special  meeting
by the use of any  electronic  means  of  communication,  such as by  conference
telephone,  provided all participating  directors may  simultaneously  hear each
other during the meeting.  Before the  commencement of any business at a meeting
at which any directors do not participate in person, all participating directors
shall be informed that a meeting is taking place at which official  business may
be transacted.

       ss. 3.09. Director's Assent.

       A director  who is present  at a meeting of the Board of  Directors  or a
committee of the Board of Directors when corporate  action is taken is deemed to
have  assented  to the action  taken  unless:  (1) the  director  objects at the
beginning of the meeting (or promptly upon the director's arrival) to holding it
or transacting business at the meeting; or (2) the director dissents or abstains
from the action  taken and  minutes of the meeting  are  prepared  that show the
director's  dissent or abstention from the action;  (3) the director dissents or
abstains from an action taken,  minutes of the meeting are prepared that fail to
show the director's dissent or abstention from the action taken and the director
delivers to the  Corporation a written notice of that failure that complies with
Section  180.0141 of the Act promptly  after  receiving the minutes;  or (4) the
director  delivers  written  notice of his or her dissent or  abstention  to the
presiding  officer of the meeting before its  adjournment or to the  Corporation
immediately after adjournment of the meeting. The right of dissent or abstention
is not available to a director who votes in favor of the action taken.

       ss. 3.10. Conduct of Meetings.

       The  Chairperson  of the Board,  if one has been elected,  or if none has
been elected, the President, and in his absence the Vice-Presidents in the order
appointed  under ss.  4.11 of Article  IV, and in their  absence,  any  director
chosen by the  directors  then  present,  shall  call  meetings  of the Board of
Directors  to order and shall act as Chairman of the meeting.  The  Secretary of
the  Corporation  shall  act as  secretary  of all  meetings  of  the  Board  of
Directors,  but in the  absence of the  secretary,  the  presiding  officer  may
appoint any Assistant  secretary or any director or other person  present to act
as secretary of the meeting.

       ss. 3.11. Removal; Resignation.

           (a) Any director  may be removed  from office with or without  cause,
but only by the affirmative vote of shareholders  holding at least sixty-six and
two-thirds  percent (66-2/3%) of the voting power of the then outstanding shares
of all classes of capital stock of the Corporation  generally  possessing voting
rights in the  election of  directors,  considered  for this purpose as a single
class;  provided,  however, that if the Board of Directors by resolution adopted
by the Requisite Vote shall have recommended removal of a director, then the


                                       13
<PAGE>



shareholders  may remove such  director  from office with or without  cause by a
majority of such outstanding shares.

           (b) A director may resign at any time by filing a written resignation
with the Secretary of the Corporation.

       ss. 3.12. Vacancies.

       Any  vacancy  occurring  on the Board of  Directors,  including a vacancy
created by an increase in the number of directors,  shall be filled by the Board
of  Directors.  If the  directors  remaining in office  constitute  fewer than a
quorum of the Board, then the vacancy shall be filled by the affirmative vote of
a majority of all directors  remaining in office.  Any director  elected to fill
such vacancy shall serve as a director until the next election of directors, and
until his or her successor shall be elected and qualified.

       ss. 3.13. Compensation and Expenses.

       The Board of Directors,  irrespective of any personal  interest of any of
its members,  may (1)  establish  reasonable  compensation  of all directors for
services to the  Corporation  as directors or may delegate this  authority to an
appropriate committee,  (2) provide for, or delegate authority to an appropriate
committee to provide for, reasonable pensions, disability or death benefits, and
other  benefits  or  payments  to  directors  and to  their  estates,  families,
dependents,  or beneficiaries  for prior services rendered to the Corporation by
the directors, and (3) provide for reimbursement of reasonable expenses incurred
in the performance of the directors' duties,  including the expense of traveling
to and from Board meetings.

       ss. 3.14. Unanimous Consent Without Meeting.

       Any action  required or  permitted by the  Articles of  Incorporation  or
By-laws  or any  provision  of law to be taken by the  Board of  Directors  at a
meeting or by resolution may be taken without a meeting if a consent in writing,
setting forth the action so taken shall be signed by all of the  directors  then
in office, and filed with the Corporation's records.  Action taken by consent is
effective when the last director signs the consent, unless the consent specifies
a different effective date. A signed consent has the effect of a meeting and may
be described as such in any document.

       ss. 3.15. Committees.

       The Board of Directors by resolution adopted by the affirmative vote of a
majority of the number of directors may designate one or more  committees,  each
committee  to  consist  of two (2) or more  directors  elected  by the  Board of
Directors,  which  to the  extent  provided  in said  resolution,  as  initially
adopted, and as thereafter supplemented or amended by further resolution adopted
by a like vote, shall have and may exercise,  when the Board of Directors is not
in  session,  the  powers of the Board of  Directors  in the  management  of the
Corporation's  business  and  affairs,  except  action  in  respect  to the  (1)
authorization of distributions,  (2) the approval or proposal to shareholders of
action  for  which  the Act  requires  approval  by



                                       14
<PAGE>

shareholders, (3) filling vacancies on the Board of Directors or its committees,
(4) amending  the Articles of  Incorporation  pursuant to Board  authority,  (5)
adopting,  amending or  repealing  By-laws,  (6)  approving a plan of merger not
requiring shareholder approval,  (7) the authorization or approval to reorganize
shares,  except  according  to a formula  or method  prescribed  by the Board of
Directors, (8) the authorization or approval of the issuance or sale or contract
for sale of shares,  or (9) the  determination  of the  designation and relative
rights,  preferences  and  limitations of a class or series of shares.  Sections
3.03,  3.04,  3.05,  3.06,  3.07, 3.08, 3.09, 3.10 and 3.14 of this Article III,
which govern meetings,  actions without  meetings,  notice and waiver of notice,
quorum and voting  requirements  of the Board of Directors,  apply to committees
and their members.

       ss. 3.16. Independent Director Stock Ownership Requirement

       Each non-employee director of the Corporation is required to beneficially
own (as defined  under Rule 13d-3 of the  Securities  Exchange Act of 1934) such
number of shares of the Corporation's common stock having a value at least equal
to three times the annual retainer fee paid from time to time by the Corporation
to such non-employee director.  Each non-employee director shall have five years
to  comply  with  this  Section  3.16  from  the  later  of (i) the date of such
director's  first  election or appointment to the Board of Directors or (ii) the
date of adoption of this  Section 3.16  (February  16,  1999).  The value of the
Corporation's common stock for purposes of this Section 3.16 shall be determined
by the Board of Directors in its discretion.

                                  ARTICLE IV.
                                    OFFICERS

       ss. 4.01. Number.

       The  Corporation's  principal  officers  shall  be a  Chairperson,  Chief
Executive Officer, a Chief Financial Officer, a President,  a Vice President,  a
General Counsel, a Secretary,  and a Treasurer,  each of whom shall be appointed
by the Board of Directors. Additional officers and assistant officers, including
any Vice  Presidents,  may be  appointed  by the Board of Directors as the Board
deems  appropriate.  If there is more  than one Vice  President,  the  Board may
establish  designations for the Vice Presidencies to identify their functions or
their order.  There may, in addition,  be a chairperson or co-chairperson of the
board,  whenever  the Board  shall see fit to cause such office or offices to be
filled. Any two or more offices may be held simultaneously by the same person.

       ss. 4.02. Appointment and Term of Office.

       The Corporation's officers shall be appointed for a term as determined by
the Board of Directors.  If no term is  specified,  they shall hold office until
their successor shall have been duly appointed and shall have qualified or until
the  officer's  death,   resignation  or  removal  from  office  in  the  manner
hereinafter provided.

                                       15
<PAGE>


       The  designation  of a  specified  term does not grant to the officer any
contract  rights,  and the Board can remove the officer at any time prior to the
termination of such term.

       ss. 4.03. Removal.

       Any officer or agent  appointed by the Board of Directors  may be removed
by the Board of  Directors  whenever  in its  judgment  the  Corporation's  best
interests will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Appointment of an officer
or agent shall not of itself create contract rights.

       ss. 4.04. Vacancies.

       A  vacancy  in  any  office  because  of  death,  resignation,   removal,
disqualification,  or other reason shall be filled in the manner  prescribed for
regular appointments to the office.

       ss. 4.05. Powers, Authority and Duties.

       The Corporation's  officers shall have the powers and authority conferred
in the duties  prescribed by the Board of Directors or the officer who appointed
them in addition to and to the extent not  inconsistent  with those specified in
other sections of this Article IV.

       ss. 4.06. The Chairperson of the Board.

       At the Board of  Directors'  option,  it may elect a  Chairperson  of the
Board of  Directors,  who shall  preside  at all  shareholders'  and  directors'
meetings at which he or she is present. If elected, the Chairperson of the Board
shall  have  and  exercise   general   supervision   over  the  conduct  of  the
Corporation's  affairs and over its other  officers,  subject,  however,  to the
board's  control.  The  Chairperson of the Board of Directors shall from time to
time  report to the Board  all  matters  within  his or her  knowledge  that the
Corporation's interests may require to be brought to the Board's notice.

       ss. 4.07. Chief Executive Officer.

       The  Chief  Executive   Officer  shall  be  the  senior  officer  of  the
Corporation  and in the recess of the Board of Directors  shall have the general
control and management of all the business and affairs of the Corporation. He or
she shall also exercise such further powers and perform such other duties as may
from time to time be  conferred  upon or assigned by the By-laws or the Board of
Directors.  He or she shall make annual reports and submit the same to the Board
of directors and also to the  shareholders at their annual meeting,  showing the
condition and the affairs of the Corporation.  He or she shall from time to time
make such recommendations to the Board of Directors, as he or she thinks proper,
and  shall  bring  before  the Board of  Directors  such  information  as may be
required, relating to the business and property of the Corporation.



                                       16
<PAGE>

       ss. 4.08. Chief Financial Officer.

       The Chief Financial Officer shall keep and maintain,  or cause to be kept
and  maintained,  adequate  and  correct  books and  records of  accounts of the
properties and business  transactions of the Corporation,  including accounts of
its  assets,  liabilities,  receipts,  disbursements,  gains,  losses,  capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to inspection by any director.

       The Chief  Financial  Officer shall deposit all money and other valuables
in the name and to the credit of the Corporation  with such  depositaries as may
be designated by the Board of Directors.  He or she shall  disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall render to the
President and  directors,  whenever they request it, an account of all of his or
her  transactions as Chief Financial  Officer and of the financial  condition of
the Corporation,  and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or these By-laws.

       ss. 4.09. General Counsel.

       The General  Counsel  shall advise the Board of Directors and officers on
legal matters except those relating to taxes.  The General Counsel shall perform
such additional duties as may be assigned to him by the Board of Directors,  the
Chairperson of the Board, or the President.

       ss. 4.10. The President.

       The President shall be the Corporation's principal executive officer and,
subject to the control of the Board of Directors, shall in general supervise and
control all of the Corporation's  business and affairs.  If a Chairperson of the
Board has not been  elected,  or in the  Chairperson's  absence,  the  President
shall,  when  present,  preside at all meetings of the  shareholders  and of the
Board of  Directors.  The  President  may sign,  with the Secretary or any other
proper  officer  of the  Corporation  authorized  by  the  Board  of  Directors,
certificates  for  shares  of  the  Corporation  and  deeds,  mortgages,  bonds,
contracts,  or other  instruments in the ordinary course of business or that the
Board of Directors  has  authorized  to be  executed,  except in cases where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors or by the By-laws to some other  officer or agent of the  Corporation,
or shall be required by law to be otherwise  signed or executed;  and in general
shall  perform all duties  incidental  to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.

       ss. 4.11. The Vice President.

       In the absence of the  Chairperson of the Board and the President,  or in
the event of the President's death or inability or refusal to act as directed by
the Board of Directors,  the Vice  President (or in the event there be more than
one Vice President,  the Vice Presidents in the order  designated at the time of
their appointment, or in the absence of any designation,  then in order of their
appointment) shall perform the duties of the President, and when so acting shall


                                       17
<PAGE>


have  all  the  powers  of and be  subject  to all  the  restrictions  upon  the
President.  Any Vice  President  may sign,  with the  Secretary  or an Assistant
Secretary  certificates  for shares of the  Corporation;  and shall perform such
other  duties as from time to time may be  assigned by the  President  or by the
Board of Directors.

       ss. 4.12. The Secretary.

       The  Secretary  shall:  (a)  keep  the  minutes  of the  meetings  of the
shareholders  and of the Board of  Directors  in one or more books  provided for
that  purpose;  (b) see that all notices are duly given in  accordance  with the
provisions  of these  By-laws or as required  by law;  (e) be  custodian  of the
corporate records and see that books, reports, statements,  certificates and all
other  documents and records  required by law are properly  kept and filed;  (d)
keep a register of the post office address of each  shareholder,  which shall be
furnished to the Secretary by such shareholder;  (e) sign with the President, 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 in the name and to the credit of the Corporation with
such  depositaries  as may be designated  by the Board of  Directors.  He or she
shall  disburse the funds of the  Corporation  as may be ordered by the Board of
Directors,  shall render to the President and  directors,  whenever they request
it, an account of all of his or her transactions as Chief Financial  Officer and
of the financial condition of the Corporation,  and shall have such other powers
and perform  such other duties as may be  prescribed  bust  companies,  or other
depositories as shall be selected in accordance with the provisions of Article V
of these By-laws, and (c) in general perform all of the duties incidental to the
office of  Treasurer  and such other duties as from time to time may be 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.

       ss. 4.13. Assistant Secretaries and Assistant Treasurers.

       The Assistant Secretaries, when authorized by the Board of Directors, may
sign with the  President  or a Vice  President  certificates  for  shares of the
Corporation  and issuance of which shall have been authorized by a resolution of
the Board of  Directors.  The  Assistant  Treasurers if required by the Board of
Directors,  shall 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  as  shall  be  assigned  to  them  by the  Secretary  or the  Treasurer,
respectively, or by the President or the Board of Directors.

       ss. 4.14. Salaries.

       Officers'  salaries  shall be  fixed  from  time to time by the  Board of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.



                                       18
<PAGE>

                                   ARTICLE V.
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

       ss. 5.01. Contracts.

         The Board of Directors may authorize any individual officer or agent or
number of  officers  or agents to enter  into any  contract  or to  execute  and
deliver any  instrument in the  Corporation's  name and on its behalf,  and such
authorization may be general or confined to specific instances.

       ss. 5.02. Loans.

       No  loans  shall  be  contracted  on  the  Corporation's  behalf  and  no
indebtedness  shall be incurred 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.

       ss. 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  Corporation's  name,  shall be
signed by such officer or officers,  agents 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.

       ss. 5.04. Deposits.

       All funds of the  Corporation  not otherwise  employed shall be deposited
from time to time to the Corporation's  credit in such banks, trust companies or
other  depositories as may be selected by or under the authority of the Board of
Directors.

                                  ARTICLE VI.
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

       ss. 6.01. Certificates for Shares.

           (a) Content

           Certificates  representing  shares  of  the  Corporation  shall  at a
minimum state on their face the name of the issuing  corporation  and that it is
formed under the laws of Wisconsin;  the name of the person to whom issued;  and
the number and class of shares and the  designation  of the series,  if any, the
certificate  represents;  and be in such  form as  determined  by the  Board  of
Directors.  Such certificates  shall be signed (either manually or by facsimile)
by the  President  or a Vice  President  and by the  Secretary  or an  Assistant
Secretary.  Each  certificate  for shares  shall be  consecutively  numbered  or
otherwise identified.

           (b) Legend as to Class or Series

                                       19
<PAGE>

           If the Corporation is authorized to issue different classes of shares
or  different  series  within  a  class,  the  designations,   relative  rights,
preferences,  and  limitations  applicable  to each class and the  variations in
rights,  preferences,  and  limitations  determined  for  each  series  (and the
authority of the Board of Directors to determine  variations  for future series)
must be summarized on the front or back of each certificate. Alternatively, each
certificate  may state  conspicuously  on its front or back that the Corporation
will furnish the shareholders this information on request in writing and without
charge.

           (c) Shareholder List

           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.

           (d) Transferred Shares

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

       ss. 6.02. Registration of the Transfer of Shares.

       Registration of the transfer of shares of the  Corporation  shall be made
only on the  Corporation's  stock transfer books by the holder of record thereof
or by his or he legal  representative,  who shall  furnish  proper  evidence  of
authority to transfer,  or by his or her attorney thereunto  authorized by power
of attorney duly executed and filed with the Secretary of the  Corporation,  and
on surrender for cancellation of the certificate for such shares.  The person in
whose  name  shares  stand on the  Corporation's  books  shall be  deemed by the
Corporation to be the owner thereof for all purposes.

       ss. 6.03. Restrictions on Transfer.

       The Board of Directors or  shareholders  may impose  restrictions  on the
transfer of shares.  A  restriction  does not affect  shares  issued  before the
restriction  was  adopted  unless the  holders of the shares are  parties to the
restriction agreement or voted in favor of the restriction.  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.

       ss. 6.04. Lost, Destroyed or Stolen Certificates.

       Where the owner  claims  that his  certificate  of 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) satisfies such other
reasonable  requirements  as may be  prescribed by or


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<PAGE>


under the  authority of the Board of Directors,  including the  furnishing of an
indemnity bond if so required.

       ss. 6.05. Consideration for Shares.

       The Corporation's shares may be issued for such consideration as shall be
fixed from time to time by the Board of Directors.  The consideration to be paid
for shares may be paid in whole or in part, in money, promissory notes, in other
property,  tangible or intangible, or in labor or services actually performed or
to be performed for the Corporation. When payment of the consideration for which
shares are to be issued shall have been received by the Corporation, such shares
shall be  deemed  to be fully  paid and  nonassessable  by the  Corporation.  No
certificate shall be issued for any share until such share is fully paid.

       If the consideration to be paid for share consists,  in whole or part, of
a  promissory  note  or  a  contract  for  services  to  be  performed  for  the
Corporation,  the Board of Directors may, in its discretion, elect to hold those
shares in escrow or otherwise restrict their transfer.  In the event that shares
are so escrowed, and the shareholder defaults under his or her obligations under
the promissory note or the contract for services, as applicable, the Corporation
may, in addition to any other legal or equitable remedies, cancel all or part of
the escrowed shares.

       ss. 6.06. Acquisition of Shares.

       The Corporation may acquire its own shares and unless otherwise  provided
in the Articles of Incorporation,  the shares so acquired constitute  authorized
but unissued shares.

       ss. 6.07. Stock Regulations.

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

                                  ARTICLE VII.
                          CONFLICTS OF INTEREST POLICY

       The Corporation and its subsidiaries  (collectively referred to herein as
the "Corporation") shall not enter into any contract,  loan or other transaction
in which a  director,  officer or employee  of the  Corporation  has a direct or
indirect  personal  interest,  other than a contract of employment  between such
person and the  Corporation,  without such  director,  officer or employee first
fully  disclosing to the Audit  Committee of the Board of Directors all material
terms of such interest  therein and allowing the Audit Committee of the Board of
Directors  to  specifically  authorize  and  approve  such  contract,   loan  or
transaction.  Ownership  of less than 5% of the capital  stock of a  corporation
whose stock is publicly traded shall not, in and of itself,  constitute a direct
or indirect  interest in such corporation for purposes of this Article VII. This
Article VII may only be amended or deleted by a majority  vote of directors


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<PAGE>


not  otherwise  employed  by the  Corporation  and who do not have a  direct  or
indirect personal interest in such amendment or deletion.

                                  ARTICLE VIII.
                                   FISCAL YEAR

       The Board of Directors  shall by resolution  establish the  Corporation's
fiscal year.

                                   ARTICLE IX.
                                  DISTRIBUTIONS

       The  Board  of  Directors  may  from  time  to  time  authorize,  and the
Corporation  may make  distributions  (including  dividends  on its  outstanding
shares) in the manner and upon the terms and  conditions  provided  by law,  the
Articles of Incorporation and the resolutions of the Board of Directors.

                                   ARTICLE X.
                                 INDEMNIFICATION

       ss. 10.01. Mandatory Indemnification.

       The Corporation shall indemnify a director or officer as follows:

           (a) To the  extent  he or she has been  successful  on the  merits or
otherwise in the defense of a proceeding,  for all reasonable  expenses incurred
in the  proceeding,  if the director or officer was a party because he or she is
or was at the time of the events upon which the  proceeding was based a director
or officer of the  Corporation.  A director or officer shall exercise his or her
right to  indemnification  under  this ss.  10.01 of Article X by  delivering  a
written  demand  for  indemnification  to the  Corporation's  Treasurer,  or the
President if the party seeking indemnification is the Treasurer.

           (b) In all cases not included in ss.  10.01(a) of this Article X, the
Corporation shall indemnify a director or officer against liability  incurred by
the director or officer in a  proceeding  to which the director or officer was a
party  because  he or she is or was at the time of the  events  upon  which  the
proceeding was based a director or officer of the Corporation,  unless liability
was  incurred  because the  director or officer  breached or failed to perform a
duty he or she owes to the  Corporation and the breach or the failure to perform
constitutes:

                      (i) A willful  failure to deal fairly with the Corporation
           or its shareholders in connection with a matter in which the director
           or officer has a material conflict of interest;



                                       22
<PAGE>

                      (ii) A violation of the criminal law,  unless the director
           or officer  had  reasonable  cause to believe  his or her conduct was
           lawful or had no  reasonable  cause to believe his or her conduct was
           unlawful;

                      (iii) A  transaction  from which the  director  or officer
           derived an improper personal benefit; or

                      (iv) Willful misconduct.

           (c)  Whether  a  director  or  officer  of the  Corporation  shall be
entitled to indemnification under ss. 10.01(b) shall be determined in accordance
with the procedures established in ss.10.02 of this Article X.

           (d)  Within  sixty  (60)  days  of  the  completion  of a  successful
proceeding  under  ss.  10.01(a),  or  within  sixty  (60)  days of the  date of
determination  under ss.  10.01(b)  that an officer or  director  is entitled to
indemnification;  the full amount for which such officer or director is entitled
to  indemnification  shall be paid to him or her,  to the extent not  previously
paid by the Corporation pursuant to Section 10.03 of these By-laws or otherwise.

           (e) The termination of a proceeding by judgment, order, settlement or
conviction,  or upon a plea of no contest or an  equivalent  plea,  does not, by
itself,  create a presumption that indemnification of the director or officer is
not required under this subsection.

       ss. 10.02. Determination of Right to Indemnification.

       A director or officer seeking  indemnification  under ss.10.01(b) of this
Article X shall first make a written request to the Corporation's  Treasurer, or
the  Corporation's  President,  if the  person  seeking  indemnification  is the
Treasurer, for such indemnification. Determination of whether indemnification is
required shall be made by one of the following means:

           (a) By a  majority  vote  of a  quorum  of  the  Board  of  Directors
consisting  of directors  who are not at the time parties to the same or related
proceedings.  If such quorum of disinterested directors cannot be obtained, by a
majority  vote of a  committee  duly  appointed  by the Board of  Directors  and
consisting  solely of two (2) or more  directors who are not at the time parties
to the same or related  proceedings.  Directors  who are  parties to the same or
related  proceedings  may  participate  in the  designation  of  members  of the
committee.

           (b) By  independent  legal  counsel  selected by a majority vote of a
quorum of the Board of Directors or its  committee  consisting  of directors who
are not at the time  parties  to the same or related  proceedings  or, if such a
quorum  cannot be obtained,  by a majority  vote of the full Board of Directors,
including directors who are parties to the same or related proceedings.

           (c) By the affirmative  majority vote, or unanimous  written consent,
of the Corporation's  shareholders.  However, shares owned by or voted under the
control of


                                       23
<PAGE>


persons  who at the  time of the  vote or  consent  are  parties  to the same or
related  proceedings,  whether  as  plaintiffs  or  defendants  or in any  other
capacity, may not be voted in making the determination.

           (d) By a  panel  of  three  (3)  arbitrators  consisting  of one  (1)
arbitrator  selected by those directors  entitled under  subsection (b) above to
select independent legal counsel, one (1) arbitrator selected by the director or
officer seeking indemnification and one (1) arbitrator selected by the other two
(2) arbitrators.

           (e) By a court of  competent  jurisdiction  upon  application  by the
director   or  officer  for  an  initial   determination   of   entitlement   to
indemnification  or  for  review  by  the  court  of an  adverse  determination.
Indemnification  shall be ordered if the court  determines  that the director or
officer is entitled to indemnification under ss. 10.01 of this Article X or that
the director or officer is fairly and reasonably  entitled to indemnification in
view of all the relevant circumstances. If the director of officer is successful
in   obtaining   indemnification   by  order  of  the  court,   in  addition  to
indemnification  against  all other  expenses  and  liability,  the  director or
officer shall be reimbursed for expenses  reasonably incurred in pursuing his or
her request for indemnification.

       The director or officer of the Corporation seeking  indemnification shall
designate  in his or her  request for  indemnification  the method of making the
indemnification  determination.  In  connection  with  such  determination,  the
director or officer shall be entitled to a rebuttable presumption that he or she
is entitled to  indemnification,  which  presumption may only be overcome by the
party challenging such indemnification by clear and convincing evidence.

       ss. 10.03. Advance of Expenses as Incurred.

       The Corporation  shall,  upon written request by the director of officer,
pay for or reimburse the reasonable  expenses  incurred by a director or officer
who is a party to a proceeding,  as those expenses are incurred, if the director
of officer  furnishes the  Corporation a written  affirmation of his or her good
faith  belief  that  he or  she  has  not  breached  his or  her  duties  to the
Corporation,  and the  director  or officer  furnishes  the  Corporation  with a
written  undertaking,  executed personally or on his or her behalf, to repay the
allowance   to  the  extent   that  it  is   ultimately   determined   that  the
indemnification  is not required.  The  Corporation  may accept the  undertaking
without  reference  to his or her  ability  to  repay  the  allowance,  and  the
undertaking may be secured or unsecured.

       ss. 10.04. Denial of Indemnification.

       In the event that it is  determined  pursuant  to the  procedures  of ss.
10.02  that an officer or  director  is not  entitled  to  indemnification,  the
officer or director who has been denied  indemnification shall have the right to
choose the forum,  from among the  statutorily  provided  options,  in which the
resolution of his or her right to indemnification is to be resolved.

                                       24
<PAGE>

       ss. 10.05. Insurance.

       The  Corporation  may purchase  and  maintain  insurance on behalf of its
directors and officers,  or to reimburse itself,  against liability  asserted or
incurred and  expenses  incurred by the  director or officer or  corporation  in
connection  with a  proceeding  brought  against the  director or officer in his
capacity  as a director  or officer or arising  from his status as a director or
officer,  regardless  of whether the  Corporation  is required or  authorized to
indemnify the individual  against the same liability  pursuant to the provisions
hereof.

       ss. 10.06. Definitions.

       The  following  terms  used in this  Article X shall  have the  indicated
meanings:

           (a)  "Directors" or "officer" means an individual who (i) is or was a
director or officer of the Corporation; (ii) an individual who, while a director
or officer of the Corporation, is or was serving at the Corporation's request as
a director, officer partner, trustee, member of any governing or decision-making
committee, employee or agent of another corporation, partnership,k joint venture
or other  enterprise;  or (iii) while a director or officer of the Corporation,m
is or was  serving an  employee  benefit  plan  because his or her duties to the
Corporation also impose duties on, or otherwise  involve services by, the person
to the plan or to the participants in or  beneficiaries of the plan.  "Director"
or "officer"  includes the estate or personal  representatives  of a director or
officer.

           (b) "Expenses" include all fees, costs,  charges,  attorneys' counsel
fees  and  other  expenses  and  disbursements  incurred  in  connection  with a
proceeding.

           (c)   "Liability"   includes  the   obligation  to  pay  a  judgment,
settlement,  penalty,  fine,  assessment or forfeiture,  including an excise tax
assessed  with  respect  to or on  an  employee  benefit  plan,  and  reasonable
expenses.

           (d)  "Party"  includes  an  individual  who  was  or  is,  or  who is
threatened  to be  made,  or is at  risk  of  becoming,  a  named  defendant  or
respondent in a proceeding.

           (e) "Proceeding"  means any threatened,  pending or completed action,
suit, claim, litigation, appeal, arbitration or other proceeding, whether civil,
criminal,  administrative  or investigative,  formal or informal,  predicated on
foreign,  federal,  state  or  local  law,  brought  by or in the  right  of the
Corporation or by any other person or by an governmental or administrative body.

       ss. 10.07. Savings Clause.

       To the extent any court of competent  jurisdiction  shall  determine that
the indemnification provided under this Article X shall be invalid as applied to
a  particular  claim,  issue or matter,  the  provisions  hereof shall be deemed
amended to allow and require  indemnification to the maximum extent permitted by
law.

                                       25
<PAGE>

       ss. 10.08. Effective Date.

       This Article X shall be deemed to be a contract  between the  Corporation
and each previous, current or future director or officer. The provisions of this
Article  X shall  apply to all  proceedings  commenced  after  the date  hereof,
whether  rising  from any  action  taken or  failure to act before or after such
adoption. No amendment,  modification or repeal of this Article X shall diminish
the rights provided hereby or diminish the right to indemnification with respect
to any claim, issue or matter in any then pending or subsequent  proceeding that
is based in any material  respect on any alleged  action or failure to act prior
to such amendment, modification or repeal.

                                  ARTICLE XI.
                                 CORPORATE SEAL

       The Corporation shall have no seal.

                                  ARTICLE XII.
                                   AMENDMENTS

       ss. 12.01. Board of Directors.

       Except as otherwise specified herein or in the Corporation's  Amended and
Restated Articles of Incorporation,  the Board of Directors,  from time to time,
by vote of a  majority  of the  directors  then in office,  may adopt,  amend or
repeal  any  and  all of the  Corporation's  By-laws,  unless  the  Articles  of
Incorporation  or the Act reserve this power  exclusively to the shareholders in
whole or in part;  or the  shareholders,  in  adopting,  amending or repealing a
particular bylaw provide  expressly that the Board of Directors may not amend or
repeal that bylaw.

       ss. 12.02. Shareholders.

       Except as otherwise specified herein or in the Corporation's  Amended and
Restated Articles of Incorporation, the shareholders, from time to time, by vote
of a majority of the shares entitled to vote, may adopt, amend or repeal any and
all of the Corporation's By-laws.

       ss. 12.03. 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 which
is taken or authorized by the unanimous  written consent of the  shareholders or
Board of  Directors  or by the  affirmative  vote of not less than the number of
shares or the  number of  directors  required  to amend the  By-laws so that the
By-laws would be consistent with such action,  shall be given the same effect as
though the By-laws had been temporarily amended or suspended so far, but only so
far as it is necessary to permit the specific action so taken or authorized.


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