BY-LAWS

                                OF

                     LACROSSE FOOTWEAR, INC.
                    (a Wisconsin corporation)

<PAGE>

                            ARTICLE I.

                             OFFICES

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

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

                                  ARTICLE II.

                                  SHAREHOLDERS

          2.01. Annual Meeting.  The annual meeting of the shareholders shall be
held on the fourth (4th)  Friday in May of each year,  or at such other time and
place  within  thirty days before or after such date as may be fixed by or under
the authority of the Board of Directors,  for the purpose 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 on the next  succeeding  business day. If
the election of directors  shall not be held on the day  designated  herein,  or
fixed as herein provided, for any 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 is practicable.

          2.02. Special Meetings. Special meetings of the shareholders,  for any
purpose or purposes,  unless  otherwise  prescribed  by the  Wisconsin  Business
Corporation  Law, may be called by the Chairman of the Board,  the Vice Chairman
of the Board,  the Board of Directors or the President.  The  corporation  shall
call a special meeting of shareholders in the event that the holders of at least
10%  of all of the  votes  entitled  to be  cast  on any  issue  proposed  to be
considered  at the  proposed  special  meeting  sign,  date and  deliver  to the
corporation one or more written  demands for the meeting  describing one or more
purposes for which it is to be held. The corporation shall give notice of such a
special  meeting  within thirty days after the date that the demand is delivered
to the corporation.

          2.03.  Place of Meeting.  The Board of  Directors  may  designate  any
place, either within or without the State of Wisconsin,  as the place of meeting
for any annual or special  meeting of  shareholders.  If no designation is made,
the place of  meeting  shall be the  principal  office of the  corporation.  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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          2.04.  Notice of Meeting.  Written notice  stating the date,  time and
place of any  meeting of  shareholders  and, in case of a special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten days nor more than sixty days before the date of the meeting  (unless a
different  time is provided by the  Wisconsin  Business  Corporation  Law or the
articles of incorporation), either personally or by mail, by or at the direction
of the Chairman of the Board,  the Vice Chairman of the Board,  the President or
the Secretary,  to each  shareholder of record  entitled to vote at such meeting
and to such other persons as required by the Wisconsin Business Corporation Law.
If mailed,  such notice  shall be deemed to be effective  when  deposited in the
United  States mail,  addressed to the  shareholder  at his or her address as it
appears on the stock  record  books of the  corporation,  with  postage  thereon
prepaid.  If an annual or special  meeting of  shareholders  is  adjourned  to a
different  date, time or place,  the  corporation  shall not be required to give
notice  of the new  date,  time or  place  if the new  date,  time or  place  is
announced at the meeting before adjournment;  provided,  however,  that if a new
record date for an adjourned  meeting is or must be fixed, the corporation shall
give notice of the adjourned  meeting to persons who are  shareholders as of the
new record date.

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

          2.06. Fixing of Record Date. The Board of Directors may fix in advance
a date as the record date for the purpose of determining  shareholders  entitled
to notice of and to vote at any meeting of shareholders,  shareholders  entitled
to demand a special meeting as contemplated by Section 2.02 hereof, shareholders
entitled to take any other action,  or shareholders for any other purpose.  Such
record date shall not be more than  seventy  days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no  record  date is  fixed  by the  Board of  Directors  or by the  Wisconsin
Business  Corporation  Law for the  determination  of  shareholders  entitled to
notice of and to vote at a meeting of shareholders, the record date shall be the
close of business on the day before the first  notice is given to  shareholders.
If no  record  date is  fixed  by the  Board of  Directors  or by the  Wisconsin
Business  Corporation  Law for the  determination  of  shareholders  entitled to
demand a special meeting as contemplated in Section 2.02 hereof, the record date
shall be the date  that the  first  shareholder  signs  the  demand.  Except  as
provided  by  the  Wisconsin  Business   Corporation  Law  for  a  court-ordered
adjournment,  a determination of shareholders  entitled to notice of and to vote
at a meeting of shareholders is effective for any


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<PAGE>

adjournment  of such meeting  unless the Board of  Directors  fixes a new record
date, which it shall do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original  meeting.  The record date for determining
shareholders  entitled to a distribution (other than a distribution  involving a
purchase,  redemption or other  acquisition  of the  corporation's  shares) or a
share  dividend  is the date on which  the  Board of  Directors  authorized  the
distribution  or  share  dividend,  as the  case  may be,  unless  the  Board of
Directors fixes a different record date.

          2.07.  Shareholders'  List for  Meetings.  After a  record  date for a
special or annual meeting of shareholders has been fixed, the corporation  shall
prepare a list of the names of all of the shareholders entitled to notice of the
meeting.  The list shall be arranged by class or series of shares,  if any,  and
show the  address of and number of shares  held by each  shareholder.  Such list
shall be available  for  inspection by any  shareholder,  beginning two business
days after  notice of the meeting is given for which the list was  prepared  and
continuing to the date of the meeting, at the corporation's  principal office or
at a place  identified in the meeting  notice in the city where the meeting will
be held. A shareholder or his or her agent may, on written demand,  inspect and,
subject to the limitations  imposed by the Wisconsin  Business  Corporation Law,
copy the list,  during regular business hours and at his or her expense,  during
the period that it is available  for  inspection  pursuant to this Section 2.07.
The corporation shall make the  shareholders'  list available at the meeting and
any shareholder or his or her agent or attorney may inspect the list at any time
during the meeting or any adjournment thereof.  Refusal or failure to prepare or
make  available  the  shareholders'  list shall not affect the  validity  of any
action taken at a meeting of shareholders.

          2.08.  Quorum and Voting  Requirements.  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.  If the corporation has only
one class of common stock  outstanding,  such class shall  constitute a separate
voting group for purposes of this Section 2.08. Except as otherwise  provided in
the articles of  incorporation  or the  Wisconsin  Business  Corporation  Law, a
majority  of the votes  entitled  to be cast on the matter  shall  constitute  a
quorum  of the  voting  group  for  action  on  that  matter.  Once a  share  is
represented  for any  purpose  at a  meeting,  other  than  for the  purpose  of
objecting to holding the meeting or transacting  business at the meeting,  it is
considered  present for purposes of determining  whether a quorum exists for the
remainder of the meeting and for any  adjournment  of that meeting  unless a new
record date is or must be set for the  adjourned  meeting.  If a quorum  exists,
except in the case of the  election of  directors,  action on a matter  shall be
approved if the votes cast within the voting group  favoring  the action  exceed
the votes cast opposing the action,  unless the articles of incorporation or the
Wisconsin  Business  Corporation  Law requires a greater  number of  affirmative
votes. Unless otherwise provided in the articles of incorporation, each director
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of  directors at a meeting at which a quorum is present.  Though
less than a quorum of the outstanding votes of a voting group are represented at
a meeting,  a majority of the votes so represented  may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.


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          2.09. Conduct of Meeting. The Chairman of the Board, and in his or her
absence,  the  Vice  Chairman  of the  Board,  and in  his or her  absence,  the
President,  and in his or her absence,  a Vice  President in the order  provided
under  Section  4.08  hereof,  and in their  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, but, in the absence of the
Secretary,  the  presiding  officer  may  appoint  any  other  person  to act as
secretary of the meeting.

          2.10. Proxies. At all meetings of shareholders, a shareholder may vote
his or her shares in person or by proxy.  A  shareholder  may appoint a proxy to
vote or otherwise act for the shareholder by signing an appointment form, either
personally  or by his or her  attorney-in-fact.  An  appointment  of a proxy  is
effective  when  received  by the  Secretary  or other  officer  or agent of the
corporation  authorized to tabulate  votes.  An  appointment is valid for eleven
months  from the date of its  signing  unless a  different  period is  expressly
provided in the appointment form.

          2.11.  Voting  of  Shares.  Except  as  provided  in the  articles  of
incorporation  or in the Wisconsin  Business  Corporation  Law, each outstanding
share, regardless of class, is entitled to one vote on each matter voted on at a
meeting of shareholders.

          2.12. Action without Meeting.  Any action required or permitted by the
articles of  incorporation  or these  by-laws or any  provision of the Wisconsin
Business  Corporation  Law to be taken at a meeting of the  shareholders  may be
taken  without a meeting  and  without  action  by the Board of  Directors  if a
written consent or consents, describing the action so taken, is signed by all of
the shareholders entitled to vote with respect to the subject matter thereof and
delivered to the corporation for inclusion in the corporate records.

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

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

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

          (c) The name  signed  purports  to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status


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<PAGE>

acceptable to the  corporation is presented  with respect to the vote,  consent,
waiver or proxy appointment.

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

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

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

                                  ARTICLE III.

                               BOARD OF DIRECTORS

          3.01. General Powers,  Classification and Number. All corporate powers
shall be exercised by or under the authority of, and the business affairs of the
corporation  managed under the direction of, the Board of Directors.  The number
of directors of the corporation  shall be eight (8),  divided into three classes
of three (3), two (2) and three (3) directors,  respectively,  and designated as
Class I, Class II and Class III,  respectively.  At the 1994  annual  meeting of
shareholders,  the directors of Class I shall be elected for a term to expire at
the first annual meeting of shareholders  after their election,  and until their
successors  are duly elected and  qualified,  the directors of Class II shall be
elected for a term to expire at the second annual meeting of shareholders  after
their election,  and until their successors are duly elected and qualified,  and
the  directors  of Class III shall be elected  for a term to expire at the third
annual meeting of shareholders after their election,  and until their successors
are duly elected and qualified. At each annual meeting of shareholders after the
1994 annual  meeting of  shareholders  the  successors to the class of directors
whose terms shall expire at the time of such annual  meeting shall be elected to
hold office until the third succeeding annual meeting of shareholders, and until
their successors are duly elected and qualified.

          3.02. Tenure and Qualifications. Each director shall hold office until
the next annual  meeting of  shareholders  in the year in which such  director's
term expires and until his or her successor shall have been duly elected and, if
necessary,  qualified,  or until there is a decrease in the number of  directors
which takes effect after the  expiration of his or her term, or until his or her
prior retirement,  death, resignation or removal. A director may be removed from
office  only as provided in the  articles of  incorporation  at a meeting of the
shareholders  called for the purpose of removing the  director,  and the meeting
notice shall state that the purpose,  or one of the purposes,  of the meeting is
removal of the director. A director may resign at any time by delivering written
notice which complies with the Wisconsin  Business


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Corporation Law to the Board of Directors,  to the Chairman of the Board, to the
Vice Chairman of the Board or to the  corporation.  A director's  resignation is
effective  when the notice is  delivered  unless the  notice  specifies  a later
effective  date.  Directors  need not be  residents of the State of Wisconsin or
shareholders  of  the  corporation.   No  other  restrictions,   limitations  or
qualifications may be imposed on individuals for service as a director.

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

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

          3.05. Notice;  Waiver.  Notice of each special meeting of the Board of
Directors shall be given by written notice  delivered or communicated in person,
by   telegraph,   teletype,   facsimile  or  other  form  of  wire  or  wireless
communication,  or by mail or private carrier,  to each director at his business
address  or at such other  address as such  director  shall have  designated  in
writing filed with the Secretary,  in each case not less than forty-eight  hours
prior to the meeting.  The notice need not  prescribe the purpose of the special
meeting of the Board of  Directors  or the  business  to be  transacted  at such
meeting.  If mailed,  such notice shall be deemed to be effective when deposited
in the United States mail so addressed,  with postage thereon prepaid. If notice
is given by  telegram,  such  notice  shall be deemed to be  effective  when the
telegram is delivered to the  telegraph  company.  If notice is given by private
carrier,  such notice  shall be deemed to be  effective  when  delivered  to the
private  carrier.  Whenever  any notice  whatever is required to be given to any
director of the corporation under the articles of incorporation or these by-laws
or any provision of the Wisconsin Business  Corporation Law, a waiver thereof in
writing,  signed  at any  time,  whether  before  or after  the date and time of
meeting,  by the director  entitled to such notice shall be deemed equivalent to
the giving of such notice.  The corporation shall retain any such waiver as part
of the permanent corporate records. A director's  attendance at or participation
in a meeting waives any required  notice to him or her of the meeting unless the
director at the  beginning  of the  meeting or promptly  upon his or her arrival
objects to holding the meeting or  transacting  business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.


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          3.06.  Quorum.  Except as otherwise provided by the Wisconsin Business
Corporation Law or by the articles of incorporation or these by-laws, a majority
of the number of  directors  specified in Section  3.01 of these  by-laws  shall
constitute a quorum for the  transaction of business at any meeting of the Board
of Directors. Except as otherwise provided by the Wisconsin Business Corporation
Law or by the articles of  incorporation  or by these  by-laws,  a quorum of any
committee  of the Board of  Directors  created  pursuant to Section  3.12 hereof
shall consist of a majority of the number of directors appointed to serve on the
committee.  A majority of the directors  present  (though less than such quorum)
may adjourn any meeting of the Board of Directors or any committee  thereof,  as
the case may be, from time to time without further notice.

          3.07.  Manner of Acting.  The  affirmative  vote of a majority  of the
directors  present at a meeting of the Board of Directors or a committee thereof
at which a quorum is present  shall be the act of the Board of Directors or such
committee,  as the case may be, unless the Wisconsin  Business  Corporation Law,
the  articles of  incorporation  or these  bylaws  require the vote of a greater
number of directors.

          3.08.  Conduct of Meetings.  The Chairman of the Board,  and in his or
her absence,  the Vice  Chairman of the Board,  and in his or her  absence,  the
President,  and in his or her absence,  a Vice  President in the order  provided
under Section 4.08, and in their absence,  any director  chosen by the directors
present, shall call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the corporation shall act as secretary
of all meetings of the Board of Directors  but in the absence of the  Secretary,
the presiding  officer may appoint any other person  present to act as secretary
of the  meeting.  Minutes  of any  regular  or  special  meeting of the Board of
Directors shall be prepared and distributed to each director.

          3.09.  Vacancies.  Any vacancies  occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors,  shall be
filled only as provided in the  articles of  incorporation.  A vacancy that will
occur at a specific  later date,  because of a resignation  effective at a later
date or otherwise, may be filled before the vacancy occurs, but the new director
may not take office until the vacancy occurs.

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

          3.11.  Presumption  of  Assent.  A  director  who  is  present  and is
announced  as present at a meeting of the Board of  Directors  or any  committee
thereof created in accordance with Section 3.12 hereof, when corporate action is
taken,  assents to the action taken unless any


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of the  following  occurs:  (a) the  director  objects at the  beginning  of the
meeting  or  promptly  upon  his  or her  arrival  to  holding  the  meeting  or
transacting  business at the meeting;  (b) the director's  dissent or abstention
from the  action  taken is entered in the  minutes  of the  meeting;  or (c) the
director  delivers  written  notice that complies  with the  Wisconsin  Business
Corporation Law of his 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.  Such right of dissent or abstention shall not apply
to a director who votes in favor of the action taken.

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

          3.13.   Telephonic   Meetings.   Except   as   herein   provided   and
notwithstanding  any  place  set forth in the  notice  of the  meeting  or these
by-laws,  members of the Board of Directors (and any committees  thereof created
pursuant to Section 3.12 hereof) may participate in regular or special  meetings
by, or through the use of, any means of  communication by which all participants
may  simultaneously  hear each  other,  such as by  conference  telephone.  If a
meeting is conducted by such means, then at the commencement of such meeting the
presiding  officer shall inform the  participating  directors  that a meeting is
taking place at which official business may be transacted.  Any participant in a
meeting by such means  shall be deemed  present  in person at such  meeting.  If
action is to be taken at any meeting held by such means on any of the following:
(a) a plan of merger or share  exchange;  (b) a sale,  lease,  exchange or other
disposition  of  substantial  property  or  assets  of  the  corporation;  (c) a
voluntary dissolution or the revocation of voluntary dissolution proceedings; or
(d) a filing for bankruptcy, then the identity of each director participating in
such  meeting  must be verified by the  disclosure  at such meeting by each such
director of each such director's  social security number to the secretary of the
meeting before a vote may be taken on any of the foregoing


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matters.  For purposes of the  preceding  clause (b), the phrase  "sale,  lease,
exchange or other disposition of substantial  property or assets" shall mean any
sale,  lease,  exchange  or other  disposition  of  property  or  assets  of the
corporation  having a net book value  equal to 10% or more of the net book value
of the total assets of the corporation on and as of the close of the fiscal year
last  ended  prior  to the  date  of  such  meeting  and as to  which  financial
statements of the corporation have been prepared. Notwithstanding the foregoing,
no  action  may be taken at any  meeting  held by such  means on any  particular
matter which the presiding officer determines, in his or her sole discretion, to
be inappropriate  under the  circumstances  for action at a meeting held by such
means.  Such  determination  shall  be made and  announced  in  advance  of such
meeting.

          3.14. Action without Meeting.  Any action required or permitted by the
Wisconsin  Business  Corporation  Law to be taken at a  meeting  of the Board of
Directors or a committee  thereof created pursuant to Section 3.12 hereof may be
taken without a meeting if the action is taken by all members of the Board or of
the  committee.  The action shall be  evidenced by one or more written  consents
describing  the action taken,  signed by each  director or committee  member and
retained  by the  corporation.  Such  action  shall be  effective  when the last
director or committee member signs the consent,  unless the consent  specifies a
different effective date.

                                   Article IV.

                                    OFFICERS

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

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

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


                                      B-9
<PAGE>


          4.04.  Resignation.  An officer  may resign at any time by  delivering
notice to the corporation that complies with the Wisconsin Business  Corporation
Law. The resignation shall be effective when the notice is delivered, unless the
notice  specifies a later effective date and the  corporation  accepts the later
effective date.

          4.05.  Vacancies.  A vacancy in any principal office because of death,
resignation,  removal,  disqualification  or  otherwise,  shall be filled by the
Board of Directors for the unexpired portion of the term. If a resignation of an
officer is effective at a later date as contemplated by Section 4.04 hereof, the
Board of Directors may fill the pending vacancy before the effective date if the
Board provides that the successor may not take office until the effective date.

          4.06.  Chairman of the Board.  The  Chairman of the Board,  subject to
control  of the  Board  of  Directors,  shall  determine  long-range,  strategic
direction and objectives and shall formulate major corporate policies. He or she
shall preside at all meetings of the shareholders and the Board of Directors and
shall have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint and remove such agents and employees of the corporation as
he  or  she  shall  deem  necessary,  to  prescribe  their  powers,  duties  and
compensation  and to delegate  authority to them. He or she shall have authority
to sign,  execute  and  acknowledge,  on behalf of the  corporation,  all deeds,
mortgages,  securities,  contracts,  leases,  reports  and all  other  documents
necessary  or proper to be executed in the course of the  corporation's  regular
business, or which shall be authorized by the Board of Directors, and, except as
otherwise provided by law or the Board of Directors, he or she may authorize the
President or any Vice President or other officer or agent of the  corporation to
sign,  execute and acknowledge such documents or instruments in his or her place
and stead.

          4.06A.  Vice Chairman of the Board.  In the absence of the Chairman of
the Board,  the Vice  Chairman  shall  perform the duties of the Chairman of the
Board and, when so acting, shall have all of the powers of and be subject to all
of the restrictions upon the Chairman of the Board.

          4.07. President. The President shall be the Chief Executive Officer of
the  corporation  and shall,  in general,  be responsible for meeting profit and
growth  objectives  for the  corporation's  businesses  and shall,  in  general,
supervise  and control the  business and affairs of the  corporation.  He or she
shall ensure that the corporation's management systems,  structure and executive
capabilities  are  effective  and to that end he or she shall perform such other
duties as may be  delegated  to him or her by the  Chairman  of the Board or the
Vice Chairman of the Board.  In the absence of the Chairman of the Board and the
Vice Chairman of the Board,  or in the event of the death,  inability or refusal
to act of either,  the President shall perform the duties of the Chairman of the
Board or the Vice Chairman of the Board and, when so acting,  shall have all the
powers and be subject to all restrictions  upon the Chairman of the Board or the
Vice  Chairman of the Board.  The  execution of any  instrument by the President
shall be conclusive  evidence,  as to third parties,  of his or her authority to
act in the  stead of the  Chairman  of the Board  and the Vice  Chairman  of the
Board.


                                      B-10
<PAGE>

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

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

          4.10. The Treasurer.  The Treasurer shall: (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  corporation;  (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such  banks,  trust  companies  or other  depositaries  as shall be  selected in
accordance  with the provisions of Section 5.04; and (c) in general  perform all
of the duties incident to the office of Treasurer and have such other duties and
exercise such other  authority as from time to time may be delegated or assigned
by the Chairman of the Board,  the Vice Chairman of the Board,  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


                                      B-11
<PAGE>

his or her duties in such sum and with such  surety or  sureties as the Board of
Directors shall determine.

          4.11.  Controller.  Subject to the control of the Board of  Directors,
the Controller  shall have charge of the books of account of the corporation and
he or she shall perform such other duties and exercise  such other  authority as
from time to time may be  delegated  or  assigned  to him or her by the Board of
Directors,  the  Chairman  of the Board,  the Vice  Chairman  of the Board,  the
President or the Vice President responsible for financial matters.

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

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

                                   ARTICLE V.

                            CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS

          5.01.  Contracts.  The Board of Directors may authorize any officer or
officers,  agent or agents, to enter into any contract or execute or deliver any
instrument  in  the  name  of  and  on  behalf  of  the  corporation,  and  such
authorization may be general or confined to specific  instances.  In the absence
of other  designation,  all deeds,  mortgages and  instruments  of assignment or
pledge made by the corporation  shall be executed in the name of the corporation
by the Chairman of the Board,  the Vice Chairman of the Board,  the President or
one of the Vice  Presidents and by the Secretary,  an Assistant  Secretary,  the
Treasurer or an Assistant  Treasurer;  the Secretary or an Assistant  Secretary,
when necessary or required, shall affix the


                                      B-12
<PAGE>

corporate  seal,  if any,  thereto;  and when so executed no other party to such
instrument  or any third party  shall be  required to make any inquiry  into the
authority of the signing officer or officers.

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

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

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

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

                                  ARTICLE VI.

                   CERTIFICATES FOR SHARES; TRANSFER OF SHARES

          6.01. Certificates for Shares. Certificates representing shares of the
corporation  shall  be in such  form,  consistent  with the  Wisconsin  Business
Corporation  Law,  as


                                      B-13
<PAGE>

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

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

          6.03.   Signature  by  Former  Officers.   The  validity  of  a  share
certificate  is not  affected  if a person who signed  the  certificate  (either
manually or in facsimile) no longer holds office when the certificate is issued.

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

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

          6.06. Lost, Destroyed or Stolen  Certificates.  Where the owner claims
that  certificates for shares have 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,  (b) files with the  corporation a sufficient  indemnity bond if
required by the Board of Directors or any principal  officer,  and (c) satisfies
such  other  reasonable  requirements  as  may be  prescribed  by or  under  the
authority of the Board of Directors.


                                      B-14
<PAGE>

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

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

                                  ARTICLE VII.
                                      SEAL

          7.01.  The Board of Directors may provide for a corporate seal for the
corporation.

                                 ARTICLE VIII.

                                 INDEMNIFICATION

          8.01.  Provision of  Indemnification.  The  corporation  shall, to the
fullest  extent  permitted  or  required  by  Sections   180.0850  to  180.0859,
inclusive,  of the Wisconsin Business  Corporation Law, including any amendments
thereto  (but in the  case  of any  such  amendment,  only  to the  extent  such
amendment permits or requires the corporation to provide broader indemnification
rights than prior to such  amendment),  indemnify  its  Directors  and  Officers
against any and all  Liabilities,  and advance any and all reasonable  Expenses,
incurred  thereby in any  Proceeding  to which any such Director or Officer is a
Party because he or she is or was a Director or Officer of the corporation.  The
corporation  shall also  indemnify an employee who is not a Director or Officer,
to the extent that the employee has been  successful  on the merits or otherwise
in defense of a Proceeding,  for all Expenses  incurred in the Proceeding if the
employee was a Party because he or she is or was an employee of the corporation.
The rights to indemnification granted hereunder shall not be deemed exclusive of
any other rights to  indemnification  against  Liabilities or the advancement of
Expenses which a Director, Officer or employee may be entitled under any written
agreement,  Board  resolution,  vote of  shareholders,  the  Wisconsin  Business
Corporation Law or otherwise. The corporation may,


                                      B-15
<PAGE>

but shall not be required to, supplement the foregoing rights to indemnification
against  Liabilities  and advancement of Expenses under this Section 8.01 by the
purchase of insurance on behalf of any one or more of such  Directors,  Officers
or employees,  whether or not the corporation would be obligated to indemnify or
advance Expenses to such Director,  Officer or employee under this Section 8.01.
All capitalized terms used in this Article VIII and not otherwise defined herein
shall have the meaning set forth in Section  180.0850 of the Wisconsin  Business
Corporation Law.

                                  ARTICLE IX.

                                   AMENDMENTS

          9.01.  By  Shareholders.  These by-laws may be amended or repealed and
new by-laws may be adopted by the  shareholders at any annual or special meeting
of the shareholders at which a quorum is in attendance.

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

          9.03.  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 affirmative vote of
not less than the number of shares or the number of directors  required to amend
the by-laws so that the by-laws would be consistent  with such action,  shall be
given the same  effect as though the  by-laws  had been  temporarily  amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.



                                      B-3