AMENDED AND
                                RESTATED BY-LAWS
                                       OF
                               RAYOVAC CORPORATION
                     (hereinafter called the "Corporation")




                               ARTICLE I. OFFICES

                  1.1 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.

                  1.2 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

                  2.1 Annual Meeting. The annual meeting of shareholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which
meeting the shareholders shall elect directors, and transact such other business
as may properly be brought before the meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
shareholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.

                  2.2 Special Meeting. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or the Articles
of Incorpora-


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tion, may be called only by (i) the Chairman of the Board of Directors, if there
be one, (ii) the President, (iii) any Vice President, if there be one, (iv) the
Secretary or (v) any Assistant Secretary, if there be one, and shall be called
by any such officer at the request in writing of a majority of the Board of
Directors. Shareholders shall not be entitled to call a Special Meeting of the
shareholders, nor to require the Board of Directors to call such a special
meeting. Special meetings of the shareholders may be held on any date, at any
time and at any place within or without the State of Wisconsin as shall be
determined by the Board of Directors. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called shall be given not less than ten nor more than sixty
days before the date of the meeting to each shareholder entitled to vote at such
meeting.

                  2.3 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 meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of
Wisconsin, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal business office of the Corporation in the State of Wisconsin or
such other suitable place in the county of such principal office as may be
designated by the person calling such meeting, but any meeting may be adjourned
to reconvene at any place designated by the holders of a majority of the votes
represented thereat.

                  2.4 Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to 


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vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the close of business on the date on
which notice of the meeting is mailed or on the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof except where the determination has been made through
the closing of the stock transfer books and the stated period of closing has
expired.

                  2.5 Voting Records. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical order, and
indicating the address of each shareholder, the number of shares of each class
of capital stock of the Corporation entitled to vote registered in the name of
such shareholder and the total number of votes to which each shareholder is
entitled. Such record shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting for any purpose germane to the meeting. The original
stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.


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<PAGE>

                  2.6 Quorum. Except as otherwise provided in the Articles of
Incorporation, a quorum shall exist at a meeting of shareholders if shares of
the Corporation holding a majority of the votes entitled to be cast at such
meeting are represented in person or by proxy at such meeting of shareholders,
but in no event shall a quorum consist of less than one-third of the shares
entitled to vote at the meeting. If a quorum is present, the affirmative vote of
the holders of a majority of the votes represented at the meeting in person or
by proxy voting together as a single class shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by law or
the Articles of Incorporation. If a quorum shall fail to attend any meeting, the
presiding officer at the meeting may adjourn the meeting to another place, date
or time. 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.

                  2.7 Conduct of Meeting. The Chairman of the Board, and in his
absence, the President, 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.

                  2.8 Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any
time before it is voted, either by written notice filed with the Secretary or
the acting secretary of the meeting or by oral notice given by the shareholder
to the presiding officer during the meeting. The presence of a shareholder who
has filed his proxy shall not of itself constitute a revocation. No proxy shall
be valid after eleven months from the date of its execution, unless otherwise
provided in the proxy. The Board of Directors shall have the 

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<PAGE>

power and authority to make rules establishing presumptions as to the validity
and sufficiency of proxies.

                  2.9 Voting of Shares. Each outstanding share shall be entitled
to one vote upon each matter submitted to a vote at a meeting of shareholders,
except to the extent that voting rights of the shares of any class or classes
are enlarged, limited or denied by the Articles of Incorporation.

                  2.10 Voting of Shares by Certain Holders.

                           (a) Other Corporations. Shares standing in the name
of another corporation may be voted either in person or by proxy, by the
president of such corporation or any other officer appointed by such president.
A proxy executed by any principal officer of such other corporation or assistant
thereto shall be conclusive evidence of the signer's authority to act, in the
absence of express notice to this Corporation, given in writing to the Secretary
of this Corporation, of the designation of some other person by the board of
directors or the bylaws of such other corporation.

                           (b) Legal Representatives and Fiduciaries. Shares
held by any administrator, executor, guardian, conservator, trustee in
bankruptcy, receiver, or assignee for creditors may be voted by him, either in
person or by proxy, without a transfer of such shares into his name provided
that there is filed with the Secretary before or at the time of meeting proper
evidence of his incumbency and the number of shares held. Shares standing in the
name of a fiduciary may be voted by him, either in person or by proxy. A proxy
executed by a fiduciary, shall be conclusive evidence of the signer's authority
to act, in the absence of express notice to this Corporation, given in writing
to the Secretary of this Corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.

                           (c) Pledgees. A shareholder whose shares are pledged
shall be entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.


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<PAGE>

                           (d) Treasury Stock and Subsidiaries. Neither treasury
shares, nor shares held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other corporation is held
by this Corporation, shall be voted at any meeting or counted in determining the
total number of votes represented at such a meeting, but shares of its own issue
held by this Corporation in a fiduciary capacity, or held by such other
corporation in a fiduciary capacity, may be voted and shall be counted in
determining the total number of votes represented at such a meeting.

                           (e) Minors. Shares held by a minor may be voted by
such minor in person or by proxy and no such vote shall be subject to
disaffirmance or avoidance, unless prior to such vote the Secretary of the
Corporation has received written notice or has actual knowledge that such
shareholder is a minor.

                           (f) Incompetents and Spendthrifts. Shares held by an
incompetent or spendthrift may be voted by such incompetent or spendthrift in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has actual
knowledge that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian.

                           (g) Joint Tenants. Shares registered in the names of
two or more individuals who are named in the registration as joint tenants may
be voted in person or by proxy signed by any one or more of such individuals if
either (i) no other such individual or his legal representative is present and
claims the right to participate in the voting of such shares or prior to the
vote files with the Secretary of the Corporation a contrary written voting
authorization or direction or written denial of authority of the individual
present or signing the proxy proposed to be voted or (ii) all such other
individuals are deceased and the Secretary of the Corporation has no actual
knowledge that the survivor has been adjudicated not to be the successor to the
interests of those deceased.

                   2.11 Waiver of Notice by Shareholders. Whenever any notice
whatsoever is required to be given to any 

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<PAGE>

shareholder of the Corporation under the Articles of Incorporation or By-Laws or
any provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of the meeting, by the shareholder entitled to such
notice, shall be deemed equivalent to the giving of such notice; provided that
such waiver in respect to any matter of which notice is required under any
provision of the Wisconsin Business Corporation Law, shall contain the same
information as would have been required to be included in such notice, except
the time and place of meeting.


                   2.12 No Action by Consent of Shareholders in Lieu of Meeting.
Any action required or permitted to be taken by the shareholders of the
Corporation must be effected at a duly constituted annual or special meeting of
such shareholders and may not be effected by any consent in writing by such
shareholders.

                   2.13 Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors of the Corporation. Nominations of persons for election as directors
of the Corporation may be made at a meeting of shareholders only (i) by or at
the direction of the Board of Directors, (ii) by any nominating committee or
person appointed by the Board of Directors or (iii) by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 2.13. Such
nominations, other than those made by or at the direction of the Board of
Directors or by any nominating committee or person appointed by the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 50 days nor more than 75 days prior to the meeting at which directors
will be elected; provided, however, that in the event that less than 65 days'
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever

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<PAGE>

first occurs. Such shareholder's notice to the Secretary shall set forth (a) as
to each person whom the shareholder proposes to nominate for election or
re-election as a director, (i) the name, business address and residence of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the Corporation that are
beneficially owned by the person and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14a under the Securities Exchange Act of
1934, as now or hereafter amended; and (b) as to the shareholder giving the
notice, (i) the name and record address of such shareholder and (ii) the class
and number of shares of capital stock of the Corporation that are beneficially
owned by such shareholder. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth herein.

                  The presiding officer at the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedures, and if he should so determine, he
shall so declare to the meeting and such nomination shall be disregarded.

                  2.14 Other Business. To be properly brought before a meeting
of shareholders, business must be either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (c) otherwise properly brought before the
meeting by a shareholder. In addition to any other applicable requirements, for
business to be properly brought before a meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, not
less than 50 days nor more than 75 days prior to the meeting; provided, however,
that in the event that less than 65 days'

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<PAGE>

notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever first occurs. A shareholder's notice to the Secretary shall set forth
with respect to each matter the shareholder proposes to bring before the
meeting, (i) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting, (ii)
the name and record address of the shareholder proposing such business, (iii)
the class and number of shares of capital stock of the Corporation that are
beneficially owned by such shareholder and others known by such shareholder to
support the proposal of such business and (iv) any material interest of such
shareholder and other supporters referred to in the preceding clause (iii) in
such proposed business.

                  Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at any meeting except in accordance with the
procedures set forth in this Section 2.14, provided, however, that nothing in
this Section 2.14 shall be deemed to preclude discussion by any shareholder of
any business properly brought before any meeting.

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

                         ARTICLE III. BOARD OF DIRECTORS

                  3.1 General Powers and Number. The business and affairs of the
Corporation shall be managed by its Board of Directors. The number of directors
of the Corporation shall be nine (9).

                  3.2 Tenure and Qualifications. Each director shall serve for a
term ending on the date of the third annual meeting of shareholders following
the annual meeting at which such director was elected and until his

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successor is duly elected and duly qualified, or until his prior death,
resignation or removal from office. A director may be removed from office as a
director, but only for cause, by the affirmative vote of holders of at least
two-thirds (66 2/3%) of the voting power of shares entitled to vote at an
election of directors. A director may resign at any time by filing his written
resignation with the Secretary of the Corporation. Directors need not be
residents of the State of Wisconsin or shareholders of the Corporation. A
director, other than the Chairman of the Board, who is an officer of the
Corporation and who shall retire or otherwise terminate employment as such
officer shall automatically be retired as a director of the Corporation and
thereafter shall not be eligible for re-election as a director.

                  3.3 Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Wisconsin. Regular meetings of the Board of Directors may be held at such time
and at such place as may from time to time be determined by the Board of
Directors and, unless required by resolution of the Board of Directors, without
notice. Special meetings of the Board of Directors may be called by the Chairman
of the Board of Directors, the Vice Chairman, if there be one, or a majority of
the directors then in office. Notice thereof stating the place, date and hour of
the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone, facsimile
or telegram on twenty-four (24) hours' notice, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  3.4 Quorum. Except as otherwise provided by law or by the
Articles of Incorporation or these By-Laws, a majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but a majority of the directors present (though less than such
quorum) may adjourn the meeting from time to time without further notice.

                  3.5 Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, 


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unless the act of a greater number is required by law or by the Articles of
Incorporation or these By-Laws.

                  3.6 Conduct of Meetings. The Chairman of the Board, and in his
absence, any director chosen by the directors present, shall call meetings of
the Board of Directors to order and shall act as chairman of the meeting. The
Secretary of the Corporation shall act as secretary of all meetings of the Board
of Directors but in the absence of the Secretary, the presiding officer may
appoint any Assistant Secretary or any director or other persons present to act
as secretary of the meeting.

                  3.7 Vacancies. Except as otherwise provided in the Articles of
Incorporation, any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, shall be filled until
the next succeeding annual election by the affirmative vote of a majority of the
directors then in office, though less than a quorum of the Board of Directors;
provided, that in case of a vacancy created by the removal of a director by vote
of the shareholders, the shareholders shall have the right to fill such vacancy
at the same meeting or any adjournment thereof in accordance with the Articles
of Incorporation.

                  3.8 Compensation. The Board of Directors, by affirmative vote
of a majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the Corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or 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.

                  3.9 Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors or a committee thereof of
which he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his 

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dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

                  3.10 Committees. The Board of Directors by resolution adopted
by the affirmative vote of a majority of the number of directors then in office
may designate one or more committees, each committee to consist of three or more
directors elected by the Board of Directors, which, to the extent provided in
said resolution as initially adopted, and as thereafter supplemented or amended
by further resolution adopted by a like vote, shall have and may exercise, when
the Board of Directors is not in session, the powers of the Board of Directors
in the management of the business and affairs of the Corporation, except action
in respect to dividends to shareholders, election of the principal officers or
the filling of vacancies in the Board of Directors or committees created
pursuant to this section. The Board of Directors may elect one or more of its
members as alternate members of any such committee who may take the place of any
absent member or members at any meeting of such committee, upon request by the
Chairman of the Board or upon request by the chairman of such meeting. Each such
committee shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the Board
of Directors may request.

                  3.11 Unanimous Consent Without Meeting. Any action required or
permitted by the Articles of Incorporation or By-Laws or any provision of law to
be taken by the Board of Directors at a meeting or by resolution may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors then in office.

                  3.12 Telephonic Meetings. Unless otherwise provided by the
Certificate of Incorporation or these By-Laws, members of the Board of Directors
of the Corporation, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Direc-

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<PAGE>

tors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 3.14 shall constitute presence in person at such meeting.

                              ARTICLE IV. OFFICERS

                  4.1 Number. The principal officers of the Corporation shall be
a Chairman of the Board, a President, a number of Vice Presidents as shall be
determined by the Board of Directors from time to time, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. The Board of
Directors may from time to time elect or appoint such officers and assistant
officers as may be deemed necessary. Any number of offices may be held by the
same person.

                  4.2 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
conveniently may be. Each officer shall hold office until his successor shall be
duly elected or until his prior death, resignation or removal. Any officer may
resign at any time upon written notice to the Corporation. Failure to elect
officers shall not dissolve or otherwise affect the Corporation.

                  4.3 Removal. Any officer or agent may be removed by the Board
of Directors at any time by the affirmative vote of a majority of the Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Election or appointment shall not of itself
create contract rights.

                  4.4 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.

                  4.5 Chairman of the Board. The Chairman of the Board shall be
elected or appointed by, and from the

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<PAGE>

membership of the Board of Directors. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. He shall perform
such other duties and functions as shall be assigned to him from time to time by
the Board of Directors or in these By-Laws. Except where by law the signature of
the President of the Corporation is required, the Chairman of the Board shall
possess the same power and authority to sign, execute and acknowledge, on behalf
of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts,
leases, reports and all other documents or instruments necessary or proper to be
executed in the course of the Corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and except as otherwise
provided by law or by the Board of Directors, he 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 place and stead. During the
absence or disability of the President, or while that office is vacant, the
Chairman of the Board shall exercise all of the powers and discharge all of the
duties of the President.

                  4.6 President. The President shall be the chief executive
officer and chief operations officer of the Corporation and, subject to the
control of the Board of Directors, shall in general determine the direction and
goals of the Corporation and supervise and control all of the business,
operations and affairs of the Corporation. He shall have authority, subject to
such rules as may be prescribed by the Board of Directors, to appoint such
agents and employees of the Corporation as he may deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority to them. Such
agents and employees shall hold office at the discretion of the President. He
shall have authority, co-equal with the Chairman of the Board, to sign, execute
and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds,
stock certificates, contracts, leases, reports and all other documents or
instruments necessary or proper to be executed in the course of the
Corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or by the Board
of Directors, he may authorize any Vice President or any other officer or agent
of the Corporation to sign, execute and acknowledge such docu-

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<PAGE>

ments or instruments in his place and stead. In general, he shall perform all
duties incident to the office of chief executive officer, chief operating
officer and President and such other duties as may be prescribed by the Board of
Directors from time to time.

                  4.7 Vice Presidents. In the absence of the Chairman of the
Board and the President or in the event of their deaths, inability or refusal to
act, or in the event for any reason it shall be impracticable for the Chairman
of the Board or President to act personally, the Vice President (or in the event
thereby 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 and/or President (as the case may be), and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chairman of the
Board or President (as the case may be). Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the Corporation;
and shall perform such other duties and have such authority as from time to time
may be delegated or assigned to him by the Chairman of the Board, President or
Board of Directors. The execution of any instrument of the Corporation by any
Vice President shall be conclusive evidence, as to third parties, of his
authority to act in the stead of the Chairman of the Board and/or the President.

                  4.8 Secretary. The Secretary shall: (a) keep the minutes of
the meeting of the shareholders and the Board of Directors in one or more books
provided for that purpose; (b) attest instruments to be filed with the Secretary
of State; (c) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (d) be custodian of the
corporate records; (e) keep or arrange for the keeping of a register of the post
office address of each shareholder which shall be furnished to the Secretary by
such shareholders; (f) sign with the Chairman of the Board or the President,
certificates for shares of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (g) have general charge
of the stock transfer books of the Corporation; and (h) in general perform all
duties incident to the office of the Secretary and have such other duties and
exercise such author-

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ity as from time to time may be delegated or assigned to him by the Chairman of
the Board, the President or by the Board of Directors.

                  4.9 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 from 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 depositories as shall be
selected by the Corporation; and (c) in general perform all of the duties and
exercise such other authority as from time to time may be delegated or assigned
to him by the Chairman of the Board, the Vice Chairman of the Board or the
President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.

                  4.10 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 or the 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 President or by the Board of
Directors.

                  4.11 Other Assistants; Acting Officers; Other Officers. The
Board of Directors shall have the power to appoint any person to act as
assistant to any officer, or as agent for the Corporation in his stead, or to
perform the duties of such officer whenever for any reason it is impracticable
for such officer to act personally, and such assistant or acting officer or
other agent so ap-

                                       16
<PAGE>

pointed by the Board of Directors shall have the power to perform all the duties
of the office to which he is so appointed to be an assistant, or as to which he
is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                  4.12 Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors or by a duly authorized
committee thereof, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the Corporation.


                  ARTICLE V. CONTRACTS; SPECIAL CORPORATE ACTS

                  5.1 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 or the President or one of the Vice Presidents and
by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer; 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.

                  5.2 Voting of Securities Owned by this Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security

                                       17
<PAGE>

holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  6.1 Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed by the
Chairman of the Board 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 6.6.

                  6.2 Facsimile Signatures and Seal. The signature of the
Chairman of the Board 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. The Corporation shall have a corporate seal.

                  6.3 Signature by Former Officers. In case any officer, who has
signed or whose facsimile signature has been placed upon any certificate for
shares, shall have ceased to be such officer before such certificate is issued,
it may be issued by the Corporation with the same effect as if he were such
officer at the date of its issue.

                  6.4 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 


                                       18
<PAGE>

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

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

                  6.6 Consideration for Shares. The shares of the Corporation
may be issued for such consideration as shall be fixed from time to time by the
Board of Directors, provided that any shares having a par value shall not be
issued for a consideration less than the par value thereof. The consideration to
be paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
Corporation. When payment of the consideration for which shares are to be issued
shall have been received by the Corporation, such shares shall be deemed to be
fully paid and nonassessable by the Corporation. No certificate shall be issued
for any share until such share is fully paid.

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


                                       19
<PAGE>

                             ARTICLE VII. AMENDMENTS

                  7.1 By Shareholders. Except as otherwise provided in the
Articles of Incorporation, these By-Laws may be altered, amended or repealed and
new By-Laws may be adopted by the shareholders by affirmative vote of not less
than a majority of the votes represented in person or by proxy entitled to be
cast therefor at any annual or special meeting of the shareholders at which a
quorum is in attendance.

                  7.2 By Directors. Except as otherwise provided in the Articles
of Incorporation, these By-Laws may also be altered, 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; but no By-Law adopted by the shareholders shall be amended or
repealed by the Board of Directors if the By-Law so adopted so provides.

                  7.3 Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
By-Laws then in effect but is taken or authorized by affirmative vote of not
less than the number of 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.

                          ARTICLE VIII. INDEMNIFICATION

                  8.1 Certain Definitions. All capitalized terms used in this
Article VIII and not otherwise hereinafter defined in this Section 8.1 shall
have the meaning set forth in Section 180.042 of the Statute. The following
capitalized terms (including any plural forms thereof) used in this Article VIII
shall be defined as follows:

                           (a) "Affiliate" shall include, without limitation,
any corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise that directly or indirectly through one or more interme-

                                       20
<PAGE>

diaries, controls or is controlled by, or is under common control with, the
Corporation.

                           (b) "Authority" shall mean the entity selected by the
Director or Officer to determine his or her right to indemnification pursuant to
Section 8.4.

                           (c) "Board" shall mean the entire then elected and
serving board of directors of the Corporation, including all members thereof who
are Parties to the subject Proceeding or any related Proceeding.

                           (d) "Breach of Duty" shall mean the Director or
Officer breached or failed to perform his or her duties to the Corporation and
his or her breach of or failure to perform those duties is determined, in
accordance with Section 8.4, to constitute misconduct under Section
180.044(2)(a) 1, 2, 3 or 4 of the Statute.

                           (e) "Corporation" as used herein and as defined in
the Statute and incorporated by reference into the definitions of certain other
capitalized terms used herein, shall mean this Corporation, including, without
limitation, any successor corporation or entity to this Corporation by way of
merger, consolidation or acquisition of all or substantially all of the capital
stock or assets of this Corporation.

                           (f) "Director or Officer" shall have the meaning set
forth in the Statute; provided, that, for purposes of this Article VIII, it
shall be conclusively presumed that any Director or Officer serving as a
director, officer, partner, trustee, member of any governing or decision-making
committee, employee or agent of an Affiliate shall be so serving at the request
of the Corporation.

                           (g) "Disinterested Quorum" shall mean a quorum of the
Board who are not Parties to the subject Proceeding or any related Proceeding.

                           (h) "Party" shall have the meaning set forth in the
Statute; provided, that, for purposes of this Article VIII, the term "Party"
shall also include any Director or Officer who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.

                                       21
<PAGE>

                           (i) "Proceeding" shall have the meaning set forth in
the Statute; provided, that, for purposes of this Article VIII, the term
"Proceeding" shall also include all Proceedings (i) brought under (in whole or
in part) the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, their respective state counterparts, and/or any rule or
regulation promulgated under any of the foregoing; (ii) brought before an
Authority or otherwise to enforce rights hereunder; (iii) any appeal from a
Proceeding; and (iv) any Proceeding in which the Director or Officer is a
plaintiff or petitioner because he or she is a Director or Officer; provided,
however, that such Proceeding is authorized by a majority vote of a
Disinterested Quorum.

                           (j) "Statute" shall mean Sections 180.042 through
180.059, inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of
the Wisconsin Statutes, as the same shall then be in effect, including any
amendments thereto, but, in the case of any such amendment, only to the extent
such amendment permits or requires the Corporation to provide broader
indemnification rights than the Statute permitted or required the Corporation to
provide prior to such amendment.

                  8.2 Mandatory Indemnification. To the fullest extent permitted
or required by the Statute, the Corporation shall indemnify a Director or
Officer against all Liabilities incurred by or on behalf of such Director or
Officer in connection with a Proceeding in which the Director or Officer is a
Party because he or she is a Director or Officer.

                  8.3 Procedural Requirements.

                           (a) A Director or Officer who seeks indemnification
under Section 8.2 shall make a written request therefor
to the Corporation. Subject to Section 8.3(b), within sixty days of the
Corporation's receipt of such request, the Corporation shall pay or reimburse
the Director or Officer for the entire amount of Liabilities incurred by the
Director or Officer in connection with the subject Proceeding (net of any
Expenses previously advanced pursuant to Section 8.5).

                           (b) No indemnification shall be required to be paid
by the Corporation pursuant to Sec-


                                       22
<PAGE>

tion 8.2 if, within such sixty-day period, (i) a Disinterested Quorum, by a
majority vote thereof, determines that the Director or Officer requesting
indemnification engaged in misconduct constituting a Breach of Duty or (ii) a
Disinterested Quorum cannot be obtained.

                           (c) In either case of nonpayment pursuant to Section
8.3(b), the Board shall immediately authorize by resolution that an Authority,
as provided in Section 8.4, determine whether the Director's or Officer's
conduct constituted a Breach of Duty and, therefore, whether indemnification
should be denied hereunder.

                           (d) (i) If the Board does not authorize an Authority
to determine the Director's or Officer's right to indemnification hereunder
within such sixty-day period and/or (ii) if indemnification of the requested
amount of Liabilities is paid by the Corporation, then it shall be conclusively
presumed for all purposes that a Disinterested Quorum has determined that the
Director or Officer did not engage in misconduct constituting a Breach of Duty
and, in the case of subsection (i) above (but not subsection (ii)),
indemnification by the Corporation of the requested amount of Liabilities shall
be paid to the Director or Officer immediately.

                  8.4 Determination of Indemnification.

                           (a) If the Board authorizes an Authority to determine
a Director's or Officer's right to indemnification pursuant to Section 8.3, then
the Director or Officer requesting indemnification shall have the absolute
discretionary authority to select one of the following as such Authority:

                                      (i) An independent legal counsel;
         provided, that such counsel shall be mutually selected by such Director
         or Officer and by a majority vote of a Disinterested Quorum or, if a
         Disinterested Quorum cannot be obtained, then by a majority vote of the
         Board;

                                      (ii) A panel of three arbitrators selected
         from the panels of arbitrators of the American Arbitration Association
         in Madison, Wisconsin; provided, that (A) one arbitrator shall be
         selected by such Director


                                       23
<PAGE>

         or Officer, the second arbitrator shall be selected by a majority vote
         of a Disinterested Quorum or, if a Disinterested Quorum cannot be
         obtained, then by a majority vote of the Board, and the third
         arbitrator shall be selected by the two previously selected
         arbitrators, and (B) in all other respects, such panel shall be
         governed by the American Arbitration Association's then existing
         Commercial Arbitration Rules; or

                                      (iii) A court pursuant to and in
         accordance with Section 180.051 of the Statute.

                           (b) In any such determination by the selected
Authority there shall exist a rebuttable presumption that the Director's or
Officer's conduct did not constitute a Breach of Duty and that indemnification
against the requested amount of Liabilities is required. The burden of rebutting
such a presumption by clear and convincing evidence shall be on the Corporation
or such other party asserting that such indemnification should not be allowed.

                           (c) The Authority shall make its determination within
sixty days of being selected and shall submit a written opinion of its
conclusion simultaneously to both the Corporation and the Director or Officer.

                           (d) If the Authority determines that indemnification
is required hereunder, the Corporation shall pay the entire requested amount of
Liabilities (net of any Expenses previously advanced pursuant to Section 8.5),
including interest thereon at a reasonable rate, as determined by the Authority,
within ten days of receipt of the Authority's opinion; provided, that, if it is
determined by the Authority that a Director or Officer is entitled to
indemnification as to some claims, issues or matters, but not as to other
claims, issues or matters, involved in the subject Proceeding, the Corporation
shall be required to pay (as set forth above) only the amount of such requested
Liabilities as the Authority shall deem appropriate in light of all of the
circumstances of such Proceeding.


                                       24
<PAGE>

                           (e) The determination by the Authority that
indemnification is required hereunder shall be binding upon the Corporation
regardless of any prior determination that the Director or Officer engaged in a
Breach of Duty.

                           (f) All Expenses incurred in the determination
process under this Section 8.4 by either the Corporation or the Director or
Officer, including, without limitation, all Expenses of the selected Authority,
shall be paid by the Corporation.

                  8.5  Mandatory Allowance of Expenses.

                           (a) The Corporation shall pay or reimburse, within
ten days after the receipt of the Director's or Officer's written request
therefor, the reasonable Expenses of the Director or Officer as such Expenses
are incurred; provided, the following conditions are satisfied:

                                      (i) The Director or Officer furnishes to
         the Corporation an executed written certificate affirming his or her
         good faith belief that he or she has not engaged in misconduct which
         constitutes a Breach of Duty; and

                                      (ii) The Director or Officer furnishes to
         the Corporation an unsecured executed written agreement to repay any
         advances made under this Section 8.5 if it is ultimately determined by
         an Authority that he or she is not entitled to be indemnified by the
         Corporation for such Expenses pursuant to Section 8.4.

                           (b) If the Director or Officer must repay any
previously advanced Expenses pursuant to this Section 8.5, such Director or
Officer shall not be required to pay interest on such amounts.

                  8.6 Indemnification and Allowance of Expenses of Certain
Others.

                           (a) The Corporation shall indemnify a director or
officer of an Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, 


                                       25
<PAGE>


incurred by such director or officer in a Proceeding to the same extent
hereunder as if such director or officer incurred such Liabilities because he or
she was a Director or Officer, if such director or officer is a Party thereto
because he or she is or was a director or officer of the Affiliate.

                           (b) The Board may, in its sole and absolute
discretion as it deems appropriate, pursuant to a majority vote thereof,
indemnify against Liabilities incurred by, and/or provide for the allowance of
reasonable Expenses of, an employee or authorized agent of the Corporation
acting within the scope of his or her duties as such and who is not otherwise a
Director or Officer.

                  8.7 Insurance. The Corporation may purchase and maintain
insurance on behalf of a Director or Officer or any individual who is or was an
employee or authorized agent of the Corporation against any Liability asserted
against or incurred by such individual in his or her capacity as such or arising
from his or her status as such, regardless of whether the Corporation is
required or permitted to indemnify against any such Liability under this Article
VIII.

                  8.8 Notice to the Corporation. A Director or Officer shall
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director or Officer
hereunder unless the Corporation shall have been irreparably prejudiced by such
failure (as determined by an Authority selected pursuant to Section 8.4(a)).

                  8.9 Severability. If any provision of this Article VIII
shall be deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article VIII contravene public
policy, this Article VIII shall be construed so that the remaining provisions
shall not be affected, but shall remain in full force and effect, and any such
provisions which are invalid or inoperative or which contravene public policy
shall be deemed, without further action or deed by or on behalf of the
Corporation, to be modified, 


                                       26
<PAGE>

amended and/or limited, but only to the extent necessary to render the same
valid and enforceable.

                  8.10 Nonexclusivity of Article VIII. The rights of a
Director or Officer (or any other person) granted under this Article VIII shall
not be deemed exclusive of any other rights to indemnification against
Liabilities or advancement of Expenses which the Director or Officer (or such
other person) may be entitled to under any written agreement, Board resolution,
vote of shareholders of the Corporation or otherwise, including, without
limitation, under the Statute. Nothing contained in this Article VIII shall be
deemed to limit the Corporation's obligations to indemnify against Liabilities
or advance Expenses to a Director or Officer under the Statute.

                  8.11 Contractual Nature of Article VIII; Repeal or
Limitation of Rights. This Article VIII shall be deemed to be a contract between
the Corporation and each Director and Officer and any repeal or other limitation
of this Article VIII or any repeal or limitation of the Statute or any other
applicable law shall not limit any rights of indemnification against Liabilities
or allowance of Expenses then existing or arising out of events, acts or
omissions occurring prior to such repeal or limitation, including, without
limitation, the right to indemnification against Liabilities or allowance of
Expenses for Proceedings commenced after such repeal or limitation to enforce
this Article VIII with regard to acts, omissions or events arising prior to such
repeal or limitation.


                                       27