Composite Copy
                                                      Reflecting Amendments
                                                     through August 25, 1995


                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                       GIDDINGS & LEWIS, INC., AS AMENDED


                                    ARTICLE I

             The name of the Corporation is GIDDINGS & LEWIS, INC.

                                   ARTICLE II

             The period of existence of the Corporation shall be perpetual.

                                   ARTICLE III

             The purpose or purposes for which the Corporation is organized
   is to carry on and engage in any lawful activity within the purposes for
   which corporations may be organized under the Wisconsin Business
   Corporation Law, Chapter 180 of the Wisconsin Statutes.

                                   ARTICLE IV

             The aggregate number of shares which the Corporation shall have
   the authority to issue shall be seventy-four million (74,000,000) shares,
   consisting of:  (i) seventy million (70,000,000) shares of a class
   designated as "Common Stock," with a par value of $.10 per share; (ii)
   three million (3,000,000) shares of a class designated as "Class A
   Preferred Stock," with a par value of $.10 per share; and (iii) one
   million (1,000,000) shares of a class designated as "Senior Preferred
   Stock," with a par value of $1.00 per share.  For purposes of these
   Restated Articles of Incorporation, the Class A Preferred Stock and the
   Senior Preferred Stock are collectively referred to herein as the
   "Preferred Stock." 

             The designation, relative rights, preferences and limitations of
   the shares of each class and the authority of the Board of Directors of
   the Corporation to establish and to designate series of the Senior
   Preferred Stock and of the Class A Preferred Stock and to fix the
   variations in the relative rights, preferences and limitations as between
   such series, shall be as set forth herein.

        A.   SENIOR PREFERRED STOCK.

             (1)  Series and Variations Between Series.  The Board of
   Directors of the Corporation is authorized, subject to limitations
   prescribed by law and the provisions of this paragraph A, to provide for
   the issuance of Senior Preferred Stock in series, each of such series to
   be distinctively designated, and to have such redemption rights, dividend
   rights, rights on dissolution or distribution of assets, conversion or
   exchange rights, voting powers, designations, preferences and relative
   participating, optional or other special rights, if any, and such
   qualifications, limitations or restrictions thereof as shall be provided
   by the Board of Directors.

             (2)  Dividends.  Before any dividends shall be paid or set apart
   for payment upon shares of Class A Preferred Stock or Common Stock, the
   holders of each series of Senior Preferred Stock shall be entitled to
   receive dividends at the rate and at such times as specified in the
   particular series.  The holders of shares of Senior Preferred Stock shall
   have no rights to participate with the holders of shares of Class A
   Preferred Stock or the holders of shares of Common Stock in any
   distribution of dividends in excess of the preferential dividends fixed
   for such Senior Preferred Stock.

             (3)  Liquidation, Dissolution or Winding Up.  In case of
   voluntary or involuntary liquidation, dissolution or winding up of the
   Corporation, the holders of shares of each series of Senior Preferred
   Stock shall be entitled to receive out of the assets of the Corporation in
   money or money's worth the amount specified in the particular series for
   each share at the time outstanding together with all accrued but unpaid
   dividends thereon, before any of such assets shall be paid or distributed
   to the holders of shares of Class A Preferred Stock or the holders of
   shares of Common Stock.  The holders of shares of Senior Preferred Stock
   shall have no rights to participate with the holders of shares of Class A
   Preferred Stock or the holders of shares of Common Stock in the assets of
   the Corporation available for distribution to shareholders in excess of
   the preferential amount fixed for such Senior Preferred Stock.

             (4)  Voting Rights.  The holders of Senior Preferred Stock shall
   have only such voting rights as are fixed for shares of such series by the
   Board of Directors pursuant to this paragraph A or are provided by law.
    

        B.   CLASS A PREFERRED STOCK.

             (1)  Series and Variations Between Series.  The Board of
   Directors of the Corporation is authorized, subject to limitations
   prescribed by law and the provisions of this paragraph B, to provide for
   the issuance of the Class A Preferred Stock in series, to establish or
   change the number of shares to be included in each such series and to fix
   the designation, relative rights, preferences and limitations of the
   shares of each such series.  The authority of the Board of Directors of
   the Corporation with respect to each series shall include, but not be
   limited to, determination of the following:

                  (i)  The number of shares constituting that series and
             the distinctive designation of that series;

                  (ii) The dividend rate or rates on the shares of that
             series and/or the method of determining such rate or rates
             and the timing of dividend payments on the shares of such
             series;

                  (iii)     Whether and to what extent the shares of
             that series shall have voting rights in addition to the
             voting rights provided by law, which might include the
             right to elect a specified number of directors in any case
             or if dividends on such series were not paid for a
             specified period of time;

                  (iv) Whether the shares of that series shall be
             convertible into shares of stock of any other series, and,
             if so, the terms and conditions of such conversion,
             including the price or prices or the rate or rates of
             conversion and the terms of adjustment thereof;

                  (v)  Whether or not the shares of that series shall be
             redeemable, and, if so, the terms and conditions of such
             redemption, including the date or dates upon or after which
             they shall be redeemable and the amount per share payable
             in case of redemption, which amount may vary under
             different conditions and at different redemption dates;

                  (vi) The rights of the shares of that series in the
             event of voluntary or involuntary liquidation, dissolution
             or winding up of the Corporation;

                  (vii)     The obligation, if any, of the Corporation
             to retire shares of that series pursuant to a sinking fund;
             and

                  (viii)    Any other relative rights, preferences and
             limitations of that series.

             Subject to the designations, relative rights, preferences and
   limitations provided pursuant to this paragraph B, each share of Class A
   Preferred Stock shall be of equal rank with each other share of Class A
   Preferred Stock.

             (2)  Dividends.  Before any dividends shall be paid or set apart
   for payment upon shares of Common Stock, the holders of each series of
   Class A Preferred Stock shall be entitled to receive dividends at the rate
   and at such times as specified in the particular series.  Dividends on
   shares of Class A Preferred Stock shall be paid out of any funds legally
   available for the payment of such dividends, when and if declared by the
   Board of Directors.  Such dividends shall accumulate on each share of
   Class A Preferred Stock from the date of issuance.  All dividends on
   shares of Class A Preferred Stock shall be cumulative so that if the
   Corporation shall not pay, on a timely basis, the specified dividend, or
   any part thereof, on the shares of Class A Preferred Stock then issued and
   outstanding, such deficiency shall thereafter be fully paid, but without
   interest, before any dividend shall be paid or set apart for payment on
   the Common Stock.

             Any dividend paid upon the Class A Preferred Stock and at a time
   when any accumulated dividends for any prior period are delinquent shall
   be expressly declared as a dividend in whole or partial payment of the
   accumulated dividend for the earliest dividend period for which dividends
   are then delinquent, and shall be so designated to each shareholder to
   whom payment is made.  All shares of Class A Preferred Stock shall rank
   equally and shall share ratably, in proportion to the rate of dividend of
   the series, in all dividends paid or set aside for payment for any
   dividend period or part thereof upon any such shares.

             Except to the limited extent hereinafter provided, so long as
   any shares of Class A Preferred Stock shall be outstanding, no dividend,
   whether in cash, stock or otherwise, shall be paid or declared nor shall
   any distribution be made on the Common Stock, nor shall any Common Stock
   be purchased, redeemed or otherwise acquired for value by the Corporation,
   nor shall any moneys be paid to or set aside or made available for a
   sinking fund for the purchase or redemption of any Common Stock, unless:

                  (i)  All dividends on the Class A Preferred Stock of
             all series for all past dividend periods shall have been
             paid or shall have been declared and a sum sufficient for
             the payment thereof set apart; and

                  (ii) The Corporation shall have set aside all amounts
             theretofore required to be set aside as and for all sinking
             fund accounts, if any, for the redemption or purchase of
             all series of Class A Preferred Stock for all past sinking
             fund payment periods or dates.

   The foregoing provisions shall not, however, apply to, or in any way
   restrict (x) any acquisition of Common Stock in exchange solely for Common
   Stock; (y) the acquisition of Common Stock through application of the
   proceeds of the sale of Common Stock; or (z) stock dividends or
   distributions payable only in shares of stock having rights and
   preferences subordinate to the Class A Preferred Stock.

             (3)  Liquidation, Dissolution or Winding Up.  In case of
   voluntary or involuntary liquidation, dissolution or winding up of the
   Corporation, the holders of shares of each series of Class A Preferred
   Stock shall be entitled to receive out of the assets of the Corporation in
   money or money's worth the amount specified in the particular series for
   each share at the time outstanding together with all accrued but unpaid
   dividends thereon, before any of such assets shall be paid or distributed
   to holders of Common Stock.  In case of the voluntary or involuntary
   liquidation, dissolution or winding up of the Corporation, if the assets
   of the Corporation shall be insufficient to pay the holders of all shares
   of Class A Preferred Stock then outstanding the entire amounts to which
   they may be entitled, the holders of shares of each outstanding series of
   Class A Preferred Stock shall share ratably in such assets in proportion
   to the respective amounts payable in liquidation.

             (4)  Voting Rights.  The holders of Class A Preferred Stock
   shall have only such voting rights as are fixed for shares of each series
   by the Board of Directors pursuant to this paragraph B or are provided by
   law.

             (5)  Class A Preferred Stock, Series A.

             (i)  Designation and Amount.  There is hereby created a series
   of Class A Preferred Stock which shall be designated as "Class A Preferred
   Stock, Series A" (the "Class A Preferred Stock, Series A"); the number of
   shares constituting such series shall be Three Hundred Fifty Thousand
   (350,000).  Such number of shares may be increased or decreased by
   resolution of the Board of Directors; provided, that no decrease shall
   reduce the number of shares of Class A Preferred Stock, Series A, to a
   number less than the number of shares then outstanding plus the number of
   shares reserved for issuance upon the exercise of outstanding options,
   rights or warrants or upon the conversion of any outstanding securities
   issued by the Corporation into Class A Preferred Stock, Series A.

             (ii) Dividends and Distributions.

             (I)  The holders of shares of Class A Preferred Stock, Series A,
   in preference to the holders of Common Stock of the Corporation and of any
   other junior stock, shall be entitled to receive, when, as and if declared
   by the Board of Directors out of funds legally available for that purpose,
   quarterly dividends payable in cash on the first business days of January,
   April, July and October in each year (each such date being referred to
   herein as a "Quarterly Dividend Payment Date"), commencing on the first
   Quarterly Dividend Payment Date after the first issuance of a share or
   fraction of a share of Class A Preferred Stock, Series A, in an amount per
   share (rounded to the nearest cent) equal to the greater of (a) $1.00 or
   (b) subject to the provision for adjustment hereinafter set forth, 100
   times the aggregate per share amount of all cash dividends, and 100 times
   the aggregate per share amount (payable in kind) of all noncash dividends
   or other distributions, other than a dividend payable in shares of Common
   Stock or a subdivision of the outstanding shares of Common Stock (by
   reclassification or otherwise), declared on the Common Stock since the
   immediately preceding Quarterly Dividend Payment Date, or, with respect to
   the first Quarterly Dividend Payment Date, since the first issuance of any
   share or fraction of a share of Class A Preferred Stock, Series A.  In the
   event the Corporation shall at any time after February 7, 1990 (the
   "Rights Declaration Date") (i) declare any dividend on Common Stock
   payable in shares of Common Stock, (ii) subdivide the outstanding Common
   Stock, or (iii) combine the outstanding Common Stock into a smaller number
   of shares, then in each such case the amount to which holders of shares of
   Class A Preferred Stock, Series A, were entitled immediately prior to such
   event under clause (b) of the preceding sentence shall be adjusted by
   multiplying such amount by a fraction the numerator of which is the number
   of shares of Common Stock that are outstanding immediately after such
   event and the denominator of which is the number of shares of Common Stock
   that were outstanding immediately prior to such event.

             (II) The Corporation shall declare a dividend or distribution on
   the Class A Preferred Stock, Series A, as provided in paragraph (I) above
   immediately after it declares a dividend or distribution on the Common
   Stock (other than a dividend payable in shares of Common Stock); provided
   that, in the event no dividend or distribution shall have been declared on
   the Common Stock during the period between any Quarterly Dividend Payment
   Date and the next subsequent Quarterly Dividend Payment Date, a dividend
   of $1.00 per share on the Class A Preferred Stock, Series A, shall
   nevertheless be payable on such subsequent Quarterly Dividend Payment
   Date.

             (III)     Dividends shall begin to accrue and be cumulative on
   outstanding shares of Class A Preferred Stock, Series A, from the
   Quarterly Dividend Payment Date next preceding the date of issue of such
   shares of Class A Preferred Stock, Series A, unless the date of issue of
   such shares is prior to the record date for the first Quarterly Dividend
   Payment Date, in which case dividends on such shares shall begin to accrue
   from the date of issue of such shares, or unless the date of issue is a
   Quarterly Dividend Payment Date or is a date after the record date for the
   determination of holders of shares of Class A Preferred Stock, Series A,
   entitled to receive a quarterly dividend and before such Quarterly
   Dividend Payment Date, in either of which events such dividends shall
   begin to accrue and be cumulative from such Quarterly Dividend Payment
   Date.  Accrued but unpaid dividends shall not bear interest.  Dividends
   paid on the shares of Class A Preferred Stock, Series A, in an amount less
   than the total amount of such dividends at the time accrued and payable on
   such shares shall be allocated pro rata on a share-by-share basis among
   all such shares at the time outstanding.  The Board of Directors may fix a
   record date for the determination of holders of shares of Class A
   Preferred Stock, Series A, entitled to receive payment of a dividend or
   distribution declared thereon, which record date shall be no more than 30
   days prior to the date fixed for the payment thereof.

             (iii)     Voting Rights.  The holders of shares of Class A
   Preferred Stock, Series A, shall have the following voting rights:

             (I)  Subject to the provision for adjustment hereinafter set
   forth, each share of Class A Preferred Stock, Series A, shall entitle the
   holder thereof to 100 votes on all matters submitted to a vote of the
   shareholders of the Corporation.  In the event the Corporation shall at
   any time declare or pay any dividend on Common Stock payable in shares of
   Common Stock, or effect a subdivision or combination or consolidation of
   the outstanding shares of Common Stock (by reclassification or otherwise
   than by payment of a dividend in shares of Common Stock) into a greater or
   lesser number of shares of Common Stock, then in each such case the number
   of votes per share to which holders of shares of Class A Preferred Stock,
   Series A, were entitled immediately prior to such event shall be adjusted
   by multiplying such number by a fraction  the numerator of which is the
   number of shares of Common Stock that are outstanding immediately after
   such event and the denominator of which is the number of shares of Common
   Stock that were outstanding immediately prior to such event.

             (II) Except as otherwise provided herein, in any other
   resolution of the Board of Directors creating a series of Class A
   Preferred Stock or any similar stock, or by law, the holders of shares of
   Class A Preferred Stock, Series A, and the holders of shares of Common
   Stock shall vote together as one class on all matters submitted to a vote
   of shareholders of the Corporation.

             (III)     Except as set forth herein, holders of Class A
   Preferred Stock, Series A, shall have no special voting rights and their
   consent shall not be required (except to the extent they are entitled to
   vote with holders of Common Stock as set forth herein) for taking any
   corporate action.

             (iv) Certain Restrictions.

             (I)  Whenever quarterly dividends or other dividends or
   distributions payable on the Class A Preferred Stock, Series A, as
   provided in subparagraph (ii) are in arrears, thereafter and until all
   accrued and unpaid dividends and distributions, whether or not declared,
   on shares of Class A Preferred Stock, Series A, outstanding shall have
   been paid in full, the Corporation shall not:

                  (1)  declare or pay dividends on, make any other
             distributions on, or redeem or purchase or otherwise
             acquire for consideration any shares of stock ranking
             junior (either as to dividends or upon liquidation,
             dissolution or winding up) to the Class A Preferred Stock,
             Series A;

                  (2)  declare or pay dividends on or make any other
             distributions on any shares of stock ranking on a parity
             (either as to dividends or upon liquidation, dissolution or
             winding up) with the Class A Preferred Stock, Series A,
             except dividends paid ratably on the Class A Preferred
             Stock, Series A, and all such parity stock on which
             dividends are payable or in arrears in proportion to the
             total amounts to which the holders of all such shares are
             then entitled;

                  (3)  redeem or purchase or otherwise acquire for
             consideration shares of any stock ranking on a parity
             (either as to dividends or upon liquidation, dissolution or
             winding up) with the Class A Preferred Stock, Series A,
             provided that the Corporation may at any time redeem,
             purchase or otherwise acquire shares of any such parity
             stock in exchange for shares of any stock of the
             Corporation ranking junior to or on a parity with (both as
             to dividends or upon dissolution, liquidation or winding
             up) the Class A Preferred Stock, Series A; or

                  (4)  purchase or otherwise acquire for consideration
             any shares of Class A Preferred Stock, Series A, or any
             shares of stock ranking on a parity with the Class A
             Preferred Stock, Series A, except in accordance with a
             purchase offer made in writing or by publication (as
             determined by the Board of Directors) to all holders of
             such shares upon such terms as the Board of Directors,
             after consideration of the respective annual dividend rates
             and other relative rights and preferences of the respective
             series and classes, shall determine in good faith will
             result in fair and equitable treatment among the respective
             series or classes.

             (II) The Corporation shall not permit any corporation of which
   an amount of voting securities sufficient to elect at least a majority of
   the directors of such corporation is beneficially owned, directly or
   indirectly, by the Corporation or otherwise controlled by the Corporation
   to purchase or otherwise acquire for consideration any shares of stock of
   the Corporation unless the Corporation could, under paragraph (I) of this
   subparagraph (iv), purchase or otherwise acquire such shares at such time
   and in such manner.

             (v)  Reacquired Shares.  Any shares of Class A Preferred Stock,
   Series A, purchased or otherwise acquired by the Corporation in any manner
   whatsoever shall be retired and cancelled promptly after the acquisition
   thereof.  All such shares shall upon their cancellation become authorized
   but unissued shares of Class A Preferred Stock, par value $.10 per share,
   and may be reissued as part of a new series of Class A Preferred Stock,
   par value $.10 per share, to be created by resolution or resolutions of
   the Board of Directors, subject to the conditions and restrictions on
   issuance set forth herein.

             (vi) Liquidation, Dissolution or Winding Up.  Upon any
   liquidation, dissolution or winding up of the Corporation, no distribution
   shall be made (1) to the holders of shares of stock ranking junior (either
   as to dividends or upon liquidation, dissolution or winding up) to the
   Class A Preferred Stock, Series A, unless, prior thereto, the holders of
   shares of Class A Preferred Stock, Series A, shall have received $100 per
   share, plus an amount equal to accrued and unpaid dividends and
   distributions thereon, whether or not declared, to the date of such
   payment, provided that the holders of shares of Class A Preferred Stock,
   Series A, shall be entitled to receive an aggregate amount per share,
   subject to the provision for adjustment hereinafter set forth, equal to
   100 times the aggregate amount to be distributed per share to holders of
   shares of Common Stock, or (2) to the holders of shares of stock ranking
   on a parity (either as to dividends or upon liquidation, dissolution or
   winding up) with the Class A Preferred Stock, Series A, except
   distributions made ratably on the Class A Preferred Stock, Series A, and
   all other such parity stock in proportion to the total amounts to which
   the holders of all such shares are entitled upon such liquidation,
   dissolution or winding up.  In the event the Corporation shall at any time
   declare or pay any dividend on the Common Stock payable in shares of
   Common Stock, or effect a subdivision or combination or consolidation of
   the outstanding shares of Common Stock (by reclassification or otherwise
   than by payment of a dividend in shares of Common Stock) into a greater or
   lesser number of shares of Common Stock, then in each such case the
   aggregate amount to which holders of shares of Class A Preferred Stock,
   Series A, were entitled immediately prior to such event under the proviso
   in clause (1) of the preceding sentence shall be adjusted by multiplying
   such amount by a fraction the numerator of which is the number of shares
   of Common Stock outstanding immediately after such event and the
   denominator of which is the number of shares of Common Stock that were
   outstanding immediately prior to such event.

             (vii)     Consolidation, Merger, etc.  In case the Corporation
   shall enter into any consolidation, merger, combination or other
   transaction in which the shares of Common Stock are exchanged for or
   changed into other stock or securities, cash and/or any other property,
   then in any such case the shares of Class A Preferred Stock, Series A,
   shall at the same time be similarly exchanged or changed in an amount per
   share (subject to the provision for adjustment hereinafter set forth)
   equal to 100 times the aggregate amount of stock, securities, cash and/or
   any other property (payable in kind), as the case may be, into which or
   for which each share of Common Stock is changed or exchanged.  In the
   event the Corporation shall at any time after the Rights Declaration Date
   (1) declare any dividend on Common Stock payable in shares of Common
   Stock, (2) subdivide the outstanding Common Stock, or (3) combine the
   outstanding Common Stock into a smaller number of shares, then in each
   such case the amount set forth in the preceding sentence with respect to
   the exchange or change of shares of Class A Preferred Stock, Series A,
   shall be adjusted by multiplying such amount by a fraction the numerator
   of which is the number of shares of Common Stock that are outstanding
   immediately after such event and the denominator of which is the number of
   shares of Common Stock that were outstanding immediately prior to such
   event.

             (viii)    No Redemption.  The shares of Class A Preferred Stock,
   Series A, shall not be redeemable.

             (ix) Fractional Shares.  Class A Preferred Stock, Series A, may
   be issued in fractions of a share which shall entitle the holder, in
   proportion to such holder's fractional shares, to exercise voting rights,
   receive dividends, participate in distributions and to have the benefit of
   all other rights of holders of Class A Preferred Stock, Series A.

             (6)  Class A Preferred Stock, Series B.

             (i)  Designation and Amount.  There is hereby created a series
   of Class A Preferred Stock which shall be designated as "Class A Preferred
   Stock, Series B" (the "Class A Preferred Stock, Series B"); the number of
   shares constituting such series shall be Seven Hundred Thousand (700,000). 
   Such number of shares may be increased or decreased by resolution of the
   Board of Directors; provided, that no decrease shall reduce the number of
   shares of Class A Preferred Stock, Series B, to a number less than the
   number of shares then outstanding plus the number of shares reserved for
   issuance upon the exercise of outstanding options, rights or warrants or
   upon the conversion of any outstanding securities issued by the
   Corporation into Class A Preferred Stock, Series B.

             (ii) Dividends and Distributions.

             (I)  The holders of shares of Class A Preferred Stock, Series B,
   in preference to the holders of Common Stock of the Corporation and of any
   other junior stock, shall be entitled to receive, when, as and if declared
   by the Board of Directors out of funds legally available for the purpose,
   quarterly dividends payable in cash on the first business days of January,
   April, July and October in each year (each such date being referred to
   herein as a "Quarterly Dividend Payment Date"), commencing on the first
   Quarterly Dividend Payment Date after the first issuance of a share or
   fraction of a share of Class A Preferred Stock, Series B, in an amount per
   share (rounded to the nearest cent) equal to the greater of (a) $1.00 or
   (b) subject to the provision for adjustment hereinafter set forth, 100
   times the aggregate per share amount of all cash dividends, and 100 times
   the aggregate per share amount (payable in kind) of all noncash dividends
   or other distributions, other than a dividend payable in shares of Common
   Stock or a subdivision of the outstanding shares of Common Stock (by
   reclassification or otherwise), declared on the Common Stock since the
   immediately preceding Quarterly Dividend Payment Date, or, with respect to
   the first Quarterly Payment Date, since the first issuance of any share or
   fraction of a share of Class A Preferred Stock, Series B.  In the event
   the Corporation shall at any time after August 23, 1995 (the "Rights
   Declaration Date") (i) declare any dividend on Common Stock payable in
   shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
   (iii) combine the outstanding Common Stock into a smaller number of
   shares, then in each such case the amount to which holders of shares of
   Class A Preferred Stock, Series B, were entitled immediately prior to such
   event under clause (b) of the preceding sentence shall be adjusted by
   multiplying such amount by a fraction the numerator of which is the number
   of shares of Common Stock that are outstanding immediately after such
   event and the denominator of which is the number of shares of Common Stock
   that were outstanding immediately prior to such event.

             (II) The Corporation shall declare a dividend or distribution on
   the Class A Preferred Stock, Series B, as provided in paragraph (I) above
   immediately after it declares a dividend or distribution on the Common
   Stock (other than a dividend payable in shares of Common Stock); provided
   that, in the event no dividend or distribution shall have been declared on
   the Common Stock during the period between any Quarterly Dividend Payment
   Date and the next subsequent Quarterly Dividend Payment Date, a dividend
   of $1.00 per share on the Class A Preferred Stock, Series B, shall
   nevertheless be payable on such subsequent Quarterly Dividend Payment
   Date.

             (III)     Dividends shall begin to accrue and be cumulative on
   outstanding shares of Class A Preferred Stock, Series B, from the
   Quarterly Dividend Payment Date next preceding the date of issue of such
   shares of Class A Preferred Stock, Series B, unless the date of issue of
   such shares is prior to the record date for the first Quarterly Dividend
   Payment Date, in which case dividends on such shares shall begin to accrue
   from the date of issue of such shares, or unless the date of issue is a
   Quarterly Dividend Payment Date or is a date after the record date for the
   determination of holders of shares of Class A Preferred Stock, Series B,
   entitled to receive a quarterly dividend and before such Quarterly
   Dividend Payment Date, in either of which events such dividends shall
   begin to accrue and be cumulative from such Quarterly Dividend Payment
   Date. Accrued but unpaid dividends shall not bear interest.  Dividends
   paid on the shares of Class A Preferred Stock, Series B, in an amount less
   than the total amount of such dividends at the time accrued and payable on
   such shares shall be allocated pro rata on a share-by-share basis among
   all such shares at the time outstanding.  The Board of Directors may fix a
   record date for the determination of holders of shares of Class A
   Preferred Stock, Series B, entitled to receive payment of a dividend or
   distribution declared thereon, which record date shall be no more than 30
   days prior to the date fixed for the payment thereof.

             (iii)     Voting Rights.  The holders of shares of Class A
   Preferred Stock, Series B, shall have the following voting rights:

             (I)  Subject to the provision for adjustment hereinafter set
   forth, each share of Class A Preferred Stock, Series B, shall entitle the
   holder thereof to 100 votes on all matters submitted to a vote of the
   shareholders of the Corporation.  In the event the Corporation shall at
   any time declare or pay any dividend on Common Stock payable in shares of
   Common Stock, or effect a subdivision or combination or consolidation of
   the outstanding shares of Common Stock (by reclassification or otherwise
   than by payment of a dividend in shares of Common Stock) into a greater or
   lesser number of shares of Common Stock, then in each such case the number
   of votes per share to which holders of shares of Class A Preferred Stock,
   Series B, were entitled immediately prior to such event shall be adjusted
   by multiplying such number by a fraction the numerator of which is the
   number of shares of Common Stock that are outstanding immediately after
   such event and the denominator of which is the number of shares of Common
   Stock that were outstanding immediately prior to such event.

             (II) Except as otherwise provided herein, in any other
   resolution of the Board of Directors creating a series of Class A
   Preferred Stock or any similar stock, or by law, the holders of shares of
   Class A Preferred Stock, Series B,  and the holders of shares of Common
   Stock shall vote together as one class on all matters submitted to a vote
   of shareholders of the Corporation.

             (III)     Except as set forth herein, holders of Class A
   Preferred Stock, Series B, shall have no special voting rights and their
   consent shall not be required (except to the extent they are entitled to
   vote with holders of Common Stock as set forth herein) for taking any
   corporate action.

             (iv) Certain Restrictions.

             (I)  Whenever quarterly dividends or other dividends or
   distributions payable on the Class A Preferred Stock, Series B, as
   provided in subparagraph (ii) are in arrears, thereafter and until all
   accrued and unpaid dividends and distributions, whether or not declared,
   on shares of Class A Preferred Stock, Series B, outstanding shall have
   been paid in full, the Corporation shall not:

                  (1)  declare or pay dividends on, make any other
             distributions on, or redeem or purchase or otherwise
             acquire for consideration any shares of stock ranking
             junior (either as to dividends or upon liquidation,
             dissolution or winding up) to the Class A Preferred Stock,
             Series B;

                  (2)  declare or pay dividends on or make any other
             distributions on any shares of stock ranking on a parity
             (either as to dividends or upon liquidation, dissolution or
             winding up) with the Class A Preferred Stock, Series B,
             except dividends paid ratably on the Class A Preferred
             Stock, Series B, and all such parity stock on which
             dividends are payable or in arrears in proportion to the
             total amounts to which the holders of all such shares are
             then entitled;

                  (3)  redeem or purchase or otherwise acquire for
             consideration shares of any stock ranking on a parity
             (either as to dividends or upon liquidation, dissolution or
             winding up) with the Class A Preferred Stock, Series B,
             provided that the Corporation may at any time redeem,
             purchase or otherwise acquire shares of any such parity
             stock in exchange for shares of any stock of the
             Corporation ranking junior to or on a parity with (both as
             to dividends or upon dissolution, liquidation or winding
             up) the Class A Preferred Stock, Series B; or

                  (4)  purchase or otherwise acquire for consideration
             any shares of Class A Preferred Stock, Series B, or any
             shares of stock ranking on a parity with the Class A
             Preferred Stock, Series B, except in accordance with a
             purchase offer made in writing or by publication (as
             determined by the Board of Directors) to all holders of
             such shares upon such terms as the Board of Directors,
             after consideration of the respective annual dividend rates
             and other relative rights and preferences of the respective
             series and classes, shall determine in good faith will
             result in fair and equitable treatment among the respective
             series or classes.

             (II) The Corporation shall not permit any corporation of which
   an amount of voting securities sufficient to elect at least a majority of
   the directors of such corporation is beneficially owned, directly or
   indirectly, by the Corporation or otherwise controlled by the Corporation
   to purchase or otherwise acquire for consideration any shares of stock of
   the Corporation unless the Corporation could, under paragraph (I) of this
   subparagraph (iv), purchase or otherwise acquire such shares at such time
   and in such manner.

             (v)  Reacquired Shares.  Any shares of Class A Preferred Stock,
   Series B, purchased or otherwise acquired by the Corporation in any manner
   whatsoever shall be retired and cancelled promptly after the acquisition
   thereof.  All such shares shall upon their cancellation become authorized
   but unissued shares of Class A Preferred Stock, par value $.10 per share,
   and may be reissued as part of a new series of Class A Preferred Stock,
   par value $.10 per share, to be created by resolution or resolutions of
   the Board of Directors, subject to the conditions and restrictions on
   issuance set forth herein.

             (vi) Liquidation, Dissolution or Winding Up.  Upon any
   liquidation, dissolution or winding up of the Corporation, no distribution
   shall be made (1) to the holders of shares of stock ranking junior (either
   as to dividends or upon liquidation, dissolution or winding up) to the
   Class A Preferred Stock, Series B, unless, prior thereto, the holders of
   shares of Class A Preferred Stock, Series B, shall have received $100 per
   share, plus an amount equal to accrued and unpaid dividends and
   distributions thereon, whether or not declared, to the date of such
   payment, provided that the holders of shares of Class A Preferred Stock,
   Series B, shall be entitled to receive an aggregate amount per share,
   subject to the provision for adjustment hereinafter set forth, equal to
   100 times the aggregate amount to be distributed per share to holders of
   shares of Common Stock, or (2) to the holders of shares of stock ranking
   on a parity (either as to dividends or upon liquidation, dissolution or
   winding up) with the Class A Preferred Stock, Series B, except
   distributions made ratably on the Class A Preferred Stock, Series B, and
   all other such parity stock in proportion to the total amounts to which
   the holders of all such shares are entitled upon such liquidation,
   dissolution or winding up.  In the event the Corporation shall at any time
   declare or pay any dividend on the Common Stock payable in shares of
   Common Stock, or effect a subdivision or combination or consolidation of
   the outstanding shares of Common Stock (by reclassification or otherwise
   than by payment of a dividend in shares of Common Stock) into a greater or
   lesser number of shares of Common Stock, then in each such case the
   aggregate amount to which holders of shares of Class A Preferred Stock,
   Series B, were entitled immediately prior to such event under the proviso
   in clause (1) of the preceding sentence shall be adjusted by multiplying
   such amount by a fraction the numerator of which is the number of shares
   of Common Stock outstanding immediately after such event and the
   denominator of which is the number of shares of Common Stock that were
   outstanding immediately prior to such event.

             (vii)     Consolidation, Merger, etc.  In case the Corporation
   shall enter into any consolidation, merger, combination or other
   transaction in which the shares of Common Stock are exchanged for or
   changed into other stock or securities, cash and/or any other property,
   then in any such case the shares of Class A Preferred Stock, Series B,
   shall at the same time be similarly exchanged or changed in an amount per
   share (subject to the provision for adjustment hereinafter set forth)
   equal to 100 times the aggregate amount of stock, securities, cash and/or
   any other property (payable in kind), as the case may be, into which or
   for which each share of Common Stock is changed or exchanged.  In the
   event the Corporation shall at any time after the Rights Declaration Date
   (1) declare any dividend on Common Stock payable in shares of Common
   Stock, (2) subdivide the outstanding Common Stock, or (3) combine the
   outstanding Common Stock into a smaller number of shares, then in each
   such case the amount set forth in the preceding sentence with respect to
   the exchange or change of shares of Class A Preferred Stock, Series B,
   shall be adjusted by multiplying such amount by a fraction the numerator
   of which is the number of shares of Common Stock that are outstanding
   immediately after such event and the denominator of which is the number of
   shares of Common Stock that were outstanding immediately prior to such
   event.

             (viii)    No Redemption.  The shares of Class A Preferred Stock,
   Series B, shall not be redeemable.

             (ix) Fractional Shares.  Class A Preferred Stock, Series B, may
   be issued in fractions of a share which shall entitle the holder, in
   proportion to such holder's fractional shares, to exercise voting rights,
   receive dividends, participate in distributions and to have the benefit of
   all other rights of holders of Class A Preferred Stock, Series B.

        C.   COMMON STOCK.

             (1)  Dividends.  Subject to the provisions of this Article IV,
   the Board of Directors may, in its sole discretion, out of funds legally
   available for the payment of dividends and at such times and in such
   manner as determined by the Board of Directors, declare and pay dividends
   on the Common Stock.

             (2)  Liquidation Rights.  In the event of any voluntary or
   involuntary liquidation, dissolution or winding up of the Corporation,
   after there shall have been paid to or set aside for the holders of shares
   of Senior Preferred Stock and Class A Preferred Stock the full
   preferential amounts to which they are entitled, the holders of
   outstanding shares of Common Stock shall be entitled to receive pro rata,
   according to the number of shares held by each, the remaining assets of
   the Corporation available for distribution.

             (3)  Voting Rights.  Except as otherwise provided by law and
   except as may be determined by the Board of Directors with respect to the
   Senior Preferred Stock and the Class A Preferred Stock pursuant to
   paragraphs A and B of this Article IV, only the holders of Common Stock
   shall be entitled to vote for the election of directors of the Corporation
   and for all other corporate purposes.  Upon any such vote the holders of
   Common Stock shall, except as otherwise provided by law, be entitled to
   one vote for each share of Common Stock held by them respectively.

        D.   PREEMPTIVE RIGHTS.

             Except as the Board of Directors of the Corporation may
   otherwise determine from time to time, no shareholder of the Corporation
   shall have any preferential or preemptive right to subscribe for or
   purchase from the Corporation any new or additional shares of capital
   stock of the Corporation or securities convertible into shares of capital
   stock, whether now or hereafter authorized.

                                    ARTICLE V

        A.   POWERS, NUMBER, QUALIFICATIONS, CLASSIFICATION AND
             NOMINATION OF DIRECTORS.

             The general powers, number, classification and tenure of the
   directors of the Corporation shall be as set forth in Section 3.01 of
   Article III of the By-laws of the Corporation (and as such Section shall
   exist from time to time).  Such Section 3.01 of the By-laws, or any
   provision thereof, may only be amended, altered, changed or repealed 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 the Board of Directors,
   by resolution adopted by the Requisite Vote (as hereinafter defined), may
   amend, alter, change or repeal Section 3.01 of the By-laws, or any
   provision thereof, without a vote of the shareholders.  As used herein,
   the term "Requisite Vote" shall mean the affirmative vote of at least two-
   thirds of the directors then in office plus one director.

        B.   REMOVAL OF DIRECTORS.

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

        C.   VACANCIES.

             Any vacancy occurring in the Board of Directors, including a
   vacancy created by the removal of a director or an increase in the number
   of directors, shall be filled by the affirmative vote of a majority of the
   directors then in office, although less than a quorum of the Board of
   Directors.  Any director so elected shall serve until the next election of
   the class for which such director shall have been chosen and until his
   successor shall be elected and qualified.

        D.   AMENDMENTS.

             (1)  Notwithstanding any other provision of these Articles of
   Incorporation, the provisions of this Article V shall be amended, altered,
   changed or repealed 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.

             (2)  Notwithstanding the foregoing and any provisions in the By-
   laws of the Corporation, whenever the holders of any one or more series of
   Preferred Stock issued by the Corporation pursuant to Article IV hereof
   shall have the right, voting separately as a class or by series, to elect
   directors at an annual or special meeting of shareholders, the election,
   term of office, filling of vacancies and other features of such
   directorships shall be governed by the terms of the series of Preferred
   Stock applicable thereto, and such directors so elected shall not be
   divided into classes unless expressly provided by the terms of the
   applicable series.

                                   ARTICLE VI

             The address of the registered office of the Corporation is 142
   Doty Street, Fond du Lac, Wisconsin 54935, in Fond du Lac County.  The
   name of the Corporation's registered agent at such address is Richard C.
   Kleinfeldt.

                                   ARTICLE VII

             The Corporation shall have the express right to acquire and
   dispose of its own shares on such terms and conditions as the Board of
   Directors may from time to time determine and agree.

                                  ARTICLE VIII

             The directors and officers of the Corporation shall be entitled
   to such rights of indemnification and otherwise as are provided by law and
   by Article IX of the By-laws.  Article IX of the By-laws, or any provision
   thereof, shall be amended, altered, changed or repealed 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 the Board of Directors, by
   resolution adopted by the affirmative vote of two-thirds of the directors
   then in office plus one director, may amend, alter, change or repeal
   Article IX of the By-laws, or any provision thereof, without a vote of the
   shareholders.

                                   ARTICLE IX

             These Articles of Incorporation may be amended solely as
   authorized hereby and by law at the time of amendment.

                                    ARTICLE X

             Sections 180.25(9) and 180.725 of the Wisconsin Business
   Corporation Law as in effect on the date hereof, and as such Sections may
   be amended from time to time, shall not apply to this Corporation.


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