<PAGE>









                                     BY-LAWS
                                       OF
                          EDAC TECHNOLOGIES CORPORATION



                                   As Amended

                                 March 27, 1997

<PAGE>



                                 REFERENCE TABLE

                                   BY-LAWS OF

                          EDAC TECHNOLOGIES CORPORATION

<TABLE>
<CAPTION>
Section        Subject Matter                                                    Page
-------        --------------                                                    ----

<S>            <C>                                                              <C>
        I      OFFICES

     1.01      Principal and Business Offices                                     I-1
     1.02      Registered Office                                                  I-1


       II      SHAREHOLDERS

     2.01      Annual Meeting                                                    II-1
     2.02      Special Meeting                                                   II-1
     2.03      Place of Meeting                                                  II-1
     2.04      Notice of Meeting                                                 II-1
     2.05      Closing of Transfer Books or Fixing of Record Date                II-2
     2.06      Voting Lists                                                      II-2
     2.07      Quorum                                                            II-3
     2.08      Conduct of Meetings                                               II-3
     2.09      Proxies                                                           II-3
     2.10      Voting of Shares                                                  II-3
     2.11      Voting of Shares by Certain Holders                               II-4
               (a)    Other Corporations                                         II-4
               (b)    Legal Representatives and Fiduciaries                      II-4
               (c)    Pledges                                                    II-4
               (d)    Treasury Stock and Subsidiaries                            II-4
               (e)    Minors                                                     II-4
               (f)    Incompetents and Spendthrifts                              II-5
               (g)    Joint Tenants                                              II-5
     2.12      Waiver of Notice by Shareholders                                  II-5
     2.13      Unanimous Consent Without Meeting                                 II-5


                                       i

</TABLE>

<PAGE>



<TABLE>
<CAPTION>
Section        Subject Matter                                                    Page
-------        --------------                                                    ----

<S>            <C>                                                              <C>
      III      BOARD OF DIRECTORS

     3.01      General Powers and Number                                        III-1
     3.02      Tenure and Qualifications                                        III-1
     3.03      Regular Meetings                                                 III-1
     3.04      Special Meetings                                                 III-1
     3.05      Notice; Waiver                                                   III-1
     3.06      Quorum                                                           III-2
     3.07      Manner of Acting                                                 III-2
     3.08      Conduct of Meetings                                              III-2
     3.09      Vacancies                                                        III-2
     3.10      Compensation                                                     III-3
     3.11      Presumption of Asset                                             III-3
     3.12      Committees                                                       III-3
     3.13      Unanimous Consent Without Meeting                                III-4


       IV      OFFICES

     4.01      Number                                                            IV-1
     4.02      Election and Term of Office                                       IV-1
     4.03      Removal                                                           IV-1
     4.04      Vacancies                                                         IV-1
     4.05      Chairman of the Board                                             IV-1
     4.06      Chief Executive Officer                                           IV-2
     4.07      President                                                         IV-3
     4.08      The Executive Vice President                                      IV-4
     4.09      The Vice Presidents                                               IV-4
     4.10      The Secretary                                                     IV-4
     4.11      The Treasurer                                                     IV-5
     4.12      Assistant Secretaries and Assistant Treasurers                    IV-5
     4.13      Other Assistants and Acting Officers                              IV-5
     4.14      Salaries                                                          IV-6


        V      CONTRACTS BETWEEN CORPORATION AND
               RELATED PERSONS                                                    V-1
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
Section        Subject Matter                                                    Page
-------        --------------                                                    ----

<S>            <C>                                                              <C>


       VI      CONTRACTS, LOANS, CHECKS AD DEPOSITS;
               SPECIAL CORPORATE ACTS

     6.01      Contracts                                                         VI-1
     6.02      Loans                                                             VI-1
     6.03      Checks, Drafts, Etc.                                              VI-1
     6.04      Deposits                                                          VI-1
     6.05      Voting of Securities Owned by this Corporation                    VI-1


      VII      CERTIFICATES FOR SHARES AND THEIR TRANSFER

     7.01      Certificates for Share                                           VII-1
     7.02      Facsimile Signatures and Seal                                    VII-1
     7.03      Signature by Former Officers                                     VII-1
     7.04      Transfer of Shares                                               VII-1
     7.05      Lost, Destroyed or Stolen Certificates                           VII-2
     7.06      Consideration for Shares                                         VII-2
     7.07      Restrictions on Transfer                                         VII-2
     7.08      Stock Regulations                                                VII-2


     VIII      INDEMNIFICATION

     8.01      Actions Other Than by Corporation                                VIII-1
     8.02      Actions by or in the Right of Corporation                        VIII-1
     8.03      Successful Defense of Actions                                    VIII-2
     8.04      Procedure for Indemnification                                    VIII-2
     8.05      Advance Payment of Expenses                                      VIII-2
     8.06      Other Rights                                                     VIII-3
     8.07      Severability of Provisions                                       VIII-3
     8.08      Purchase of Insurance                                            VIII-3


       IX      SEAL                                                              IX-1


        X      AMENDMENTS

    10.01      By Shareholders                                                    X-1
    10.02      By Directors                                                       X-1
    10.03      Implied Amendments                                                 X-1
</TABLE>

                                      iii



<PAGE>



                                     BY-LAWS

                                       OF

                          EDAC TECHNOLOGIES CORPORATION


                               ARTICLE I. OFFICES


               SECTION 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.

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

        RESOLVED, that Section 2.01 of the Company's By-Laws is hereby amended
to read in its entirety as follows:

               Section 2.01 Annual Meeting. The annual meeting of the
        shareholders shall be held on the first Monday of the month of May or at
        such other date as may be authorized by the Board of Directors and set
        forth in the Notice of meeting, 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 of 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 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 conveniently may be; and

               FURTHER RESOLVED, that the Secretary of the Company is hereby
        directed to insert such amendment in the appropriate place in the
        Company's By-Laws.


                                      I-1

<PAGE>


The foregoing motion was adopted by a unanimous vote of the Directors.


                                      I-2


<PAGE>

                            ARTICLE II. SHAREHOLDERS


               SECTION 2.01. Annual Meeting. The annual meeting of the
shareholders shall be held on the first Monday in the month of May in the year
beginning with the year 1986, or at such other date within 30 days thereof as
may be authorized by the Board of Directors and set forth in the notice of
meeting, 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 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 conveniently may be.

               SECTION 2.02. Special Meeting. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Chairman of the Board, President or the Board of
Directors, and shall be called by the President at the written request (a) of
the holders of not less than one-third of all shares of the Corporation entitled
to vote at the meeting, or (b) of one-half of the directors then in office.

               SECTION 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 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 vote of a majority of the shares
represented thereat.

               SECTION 2.04. Notice of Meeting. Written notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 nor more than 50 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, or the Secretary, or other
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the


                                      II-1


<PAGE>

United States mail, addressed to the shareholder at his address as it appears on
the stock record books of the Corporation, with postage thereon prepaid.

               SECTION 2.05. 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, 50 days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least 10 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 50 days
and, in case of a meeting of shareholders, not less than 10 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.

               SECTION 2.06. Voting Lists. 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 list of the record shareholders
entitled to vote at such meeting, or any adjournment thereof, with the address
of and the number of shares held by each which list 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 the purpose of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list 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.

                                      II-2

<PAGE>



               SECTION 2.07. Quorum. Except as otherwise provided in the
Articles of Incorporation, a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on the subject matter
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. Though
less than a quorum of the outstanding shares are represented at a meeting, a
majority of the shares 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. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

               SECTION 2.08. Conduct of Meetings. The Chairman of the Board, and
in his absence, the President or a Vice President in the order provided under
SECTIONS 4.07 and 4.08 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.

               SECTION 2.09. 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 11 months from the date of its execution, unless otherwise
provided in the proxy. The Board of Directors shall have the power and authority
to make rules establishing presumption as to the validity and sufficiency of
proxies.

               SECTION 2.10. 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 the voting rights of the shares of any
class or classes are enlarged, limited or denied by the Articles of
Incorporation.



                                     II-3

<PAGE>


               SECTION 2.11.  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 the designation of some other person by the Board of Directors or
the By-Laws of such other corporation.

                      (b)    Legal Representatives and Fiduciaries.  Shares
held by an 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)    Pledges.  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.

                      (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 outstanding shares entitled to vote, 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 outstanding shares entitled to vote.

                      (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.

                                      II-4


<PAGE>

                      (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 (a) 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 (b) 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.

               SECTION 2.12. Waiver of Notice by Shareholders. Whenever any
notice whatever is required to be given to any 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
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.

               SECTION 2.13. Unanimous Consent Without Meeting. Any action
required to be taken at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter thereof.

                                      II-5

<PAGE>



                         ARTICLE III. BOARD OF DIRECTORS


               SECTION 3.01. 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 no less than five and no more than nine,
provided that a majority of the Board of Directors shall not be employees of the
Corporation.

               SECTION 3.02. Tenure and Qualifications. Each director shall hold
office until the next annual meeting of shareholders and until his successor
shall have been elected, or until his prior death, resignation or removal. A
director may be removed from office by affirmative vote of a majority of the
outstanding shares entitled to vote for the election of such director, taken at
a meeting of shareholders called for that purpose. 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.

               SECTION 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 may provide, by
resolution, the time and place, either within or without the State of Wisconsin,
for the holding of additional regular meetings without other notice than such
resolution.

               SECTION 3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President, Secretary or any
three directors. The person or persons authorized to call special meetings of
the Board of Directors 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 called by them, and if no other place is fixed, the place of meeting
shall be the principal business office of the Corporation in the State of
Wisconsin.

               SECTION 3.05. Notice; Waiver. Notice of each meeting of the Board
of Directors (unless otherwise provided in or pursuant to SECTION 3.03) shall be
given by written notice delivered personally or mailed or given by telegram to
each director at his business address or at such other address as such director
shall have designated in writing filed with the Secretary, in each case not less
than 48 hours prior thereto if by mail, and not less than 24 hours if by
telegram


                                     III-1
<PAGE>

or personal delivery. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Whenever any
notice whatever is required to be given to any director 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
meeting, by the director entitled to such notice, shall be deemed equivalent to
the giving of such notice. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting and objects thereat to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

               SECTION 3.06. Quorum. Except as otherwise provided by law or by
the Articles of Incorporation or these By-Laws, a majority of the number of
directors set forth in SECTION 3.01 shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but a majority
of the directors present (though less than such quorum) may adjourn the meeting
from time to time without further notice.

               SECTION 3.07. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law or
by the Articles of Incorporation or these By-Laws.

               SECTION 3.08. Conduct of Meetings. The President, and in his
absence, a Vice President who is a director, in the order provided under
SECTIONS 4.07 and 4.08 and in their absence, any director chosen by the director
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 residing officer may appoint any Assistant Secretary or any director or
other person present to act as secretary of the meeting.

               SECTION 3.09. Vacancies. Any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of
directors, may 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


                                     III-2
<PAGE>

by vote of the shareholders, the shareholders shall have the right to fill such
vacancy at the same meeting or any adjournment thereof.

               SECTION 3.10. Compensation. The Board of Directors, by
affirmative vote of a majority of the directors then in office, and irrespective
of any personal interest of any of its members, may establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise, or may delegate such authority to an appropriate
committee. Members of the Board shall be paid their expenses, if any, of
attendance at each meeting of the Board at any place other than the county in
which the principal business office of the Corporation in the State of Wisconsin
is located. The Board of Directors also shall have authority to provide for or
to delegate authority to an appropriate committee to provide for reasonable
pensions, disability or death benefits and other benefits or payments, to
directors, officers and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such directors, officers
and employees to the Corporation.

               SECTION 3.11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of Directors or a committee
thereof of which he is a member at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his 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.

               SECTION 3.12. Committees. The Board of Directors by resolution
adopted by the affirmative vote of a majority of the number of directors set
forth in SECTION 3.01 may 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 President or upon request by the chairman of such meeting.
Each such committee shall fix its own

                                     III-3
<PAGE>

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.

               SECTION 3.13. 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 the directors then in office.


                                     III-4

<PAGE>


                              ARTICLE IV. OFFICERS


               SECTION 4.01. Number. The principal officers of the Corporation
shall be a President, one or more Vice Presidents (the number, precedence and
duties thereof to be determined by the Board of Directors), a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors. The Board of
Directors may also designate and elect a Chairman of the Board and may designate
one of the Vice Presidents as Executive Vice President. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary and the offices of President and
Vice President.

               SECTION 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
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected or until his or her prior death, resignation or removal.

               SECTION 4.03. Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, 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.

               SECTION 4.04.  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.

               SECTION 4.05. Chairman of the Board. Anything in these By-Laws to
the contrary, the Chairman of the Board, if one be designated and elected, (a)
shall, when present, preside at all meetings of the shareholders and of the
Board of Directors, (b) may call a meeting of the Board of Directors, and (c)
may sign with the Secretary or other proper officer thereunto authorized by the
Board of Directors, deeds, mortgages, bonds, contracts, certificates for shares
of the Corporation, the issuance of which shall have been authorized by the
Board of Directors or other instrument which the Board of Directors has
authorized to be executed except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by the By-Laws
to some other

                                      IV-1
<PAGE>


agent of the Corporation or shall be required by law to be otherwise signed and
executed. The Chairman of the Board shall have such other powers and duties as
he may be called upon to perform by the Board of Directors. The Chairman shall
be the representative of the Board of Directors in the management of the
Company. The Chairman shall have the necessary authority and responsibility to
manage the affairs of the Company in all its activities and departments in
accordance with such policies and orders as may be issued by the Board of
Directors or by any of its committees to which it has delegated power for such
action. The authority and responsibility of the Chairman of the Board shall
include, at the:

                      (a)    Carrying out all policies established by the Board
of Directors and advising on the formation of these policies.

                      (b)    Developing and submitting to the Board of
Directors for approval, a plan of organization for the conduct of the
corporation's business and recommend changes when necessary.

                      (c)    Preparing an annual budget showing the expected
revenue and expenditures.

                      (d)    Selecting, replacing, controlling, retiring and
discharging employees; and developing and maintaining personnel policies and
practices for the corporation.

                      (e)    Presenting to the Board of Directors periodic
reports reflecting the activities and financial condition of the corporation.

                      (f)    Attending meetings of the Board of Directors.

                      (g)    Delegating such authority and responsibility to
such subordinate administrative personnel as is required to enable them to
manage the affairs of the corporation during his absence.

                      (h)    Performing such other duties as may be necessary
or from time to time delegated to him by the Board.

               SECTION 4.06. Chief Executive Officer. The Chief Executive
Officer, if one be designated and elected, shall generally act as the duly
authorized representative of the Chairman of the Board. The person selected for
the position of Chief Executive Officer shall serve at the pleasure of the Board
and report

                                      IV-2
<PAGE>


directly to the Chairman of the Board. The authority and responsibility of the
Chief Executive Officer shall include, at the:

                      (a)    Carrying out all policies established by the Board
of Directors and advising on the formation of these policies.

                      (b)    Developing and submitting to the Board of
Directors for approval, a plan of organization for the conduct of the
corporation's business and recommend changes when necessary.

                      (c)    Preparing an annual budget showing the expected
revenue and expenditures.

                      (d)    Selecting, replacing, controlling, retiring and
discharging employees; and developing and maintaining personnel policies and
practices for the corporation.

                      (e)    Presenting to the Board of Directors periodic
reports reflecting the activities and financial condition of the corporation.

                      (f)    Attending meetings of the Board of Directors.

                      (g)    Delegating such authority and responsibility to
such subordinate administrative personnel as is required to enable them to
manage the affairs of the corporation during his absence.

                      (h)    Performing such other duties as may be necessary
or from time to time delegated to him by the Board.

               The Chief Executive Officer shall assist the Chairman of the
Board in the discharge of supervisory, managerial and executive duties and
functions, and undertake such other duties as from time to time shall be
assigned by the Chairman of the Board.

               SECTION 4.07. President. The President shall be the principal
operating officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, in the absence of a Chairman of the Board
if one be designated, when present, preside at all meetings of the shareholders
and of the Board of Directors. He shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and
employees of the Corporation as he shall deem necessary, to prescribe their
powers, duties and

                                      IV-3
<PAGE>


compensation, and to delegate authority to them. Such agents and employees shall
hold office at the discretion of the President. He shall have authority to sign,
execute and acknowledge, on behalf of the Corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports and all other documents or
instruments necessary or proper to be executed in the course of the
Corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors, he may authorize any Vice President or other officer or agent of the
Corporation to sign, execute and acknowledge such documents or instruments in
his place and stead. In general he shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.

               SECTION 4.08. The Executive Vice President. The Executive Vice
President, if one be designated, shall assist the President in the discharge of
supervisory, managerial and executive duties and functions. In the absence of
the President or in the event of his death, inability or refusal to act, the
Executive Vice President shall perform the duties of the President and when so
acting shall have all the powers and duties of the President. He shall perform
such other duties as from time to time may be assigned to him by the Board of
Directors or the President.

               SECTION 4.09. The Vice Presidents. In the absence of the
President or Executive Vice President, if one be designated, or in the event of
his death, inability or refusal to act, or in the event for any reason it shall
be impracticable for the President to act personally, the Vice President (or in
the event there be more than one Vice President, the Vice Presidents in the
order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice President may sign, with
the Secretary or Assistant Secretary certificates for shares of the Corporation;
and shall perform such other duties and have such authority as from time to time
may be delegated or assigned to him by the President or by the Board of
Directors. The execution of any instrument of the Corporation by any Vice
President shall be conclusive evidence, as to third parties, of his authority to
act in the stead of the President.

               SECTION 4.10. The Secretary. The Secretary shall: (a) keep the
minutes of the meetings of the shareholders and of the Board of Directors in one
or more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that


                                      IV-4
<PAGE>


the seal of the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) 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 shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties and exercise such
authority as from time to time may be delegated or assigned to him by the
President or by the Board of Directors.

               SECTION 4.11. The Treasurer. 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. He 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 6.04; 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 to him by the
President or by the Board of Directors.

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

               SECTION 4.13. Other Assistants and Acting 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 appointed
by the Board of Directors shall have the power to perform all the duties of the
office to


                                      IV-5
<PAGE>

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

               SECTION 4.14. 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.


                                      IV-6
<PAGE>


                          ARTICLE V. CONTRACTS BETWEEN
                         CORPORATION AND RELATED PERSONS


               Any contract or other transaction between the Corporation and one
or more of its directors, or between the Corporation and any firm of which one
or more of its directors are members or employees, or in which he or they are
interested, or between the Corporation and any corporation or association of
which one or more of its directors are shareholders, members, directors,
officers or employees, or in which he or they are interested, shall be valid for
all purposes, notwithstanding the presence of such director or directors at the
meeting of the Board of Directors of the Corporation which acts upon, or in
reference to, such contract or transaction, and notwithstanding his or their
participation in such action, if the fact of such interest shall be disclosed or
known to the Board of Directors and the Board of Directors shall, nevertheless,
authorize, approve and ratify such contract or transaction by a vote of a
majority of the directors present, such interested director or directors to be
counted in determining whether a quorum is present, but not to be counted as
voting upon the matter or in calculating the majority of such quorum necessary
to carry such vote. This ARTICLE V shall not be construed to invalidate any
contract or other transaction which would otherwise be valid under the common
and statutory law applicable thereto.



                                      V-1

<PAGE>


                      ARTICLE VI. CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS


               SECTION 6.01. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute or
deliver any instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the Corporation shall be executed in the name of the Corporation
by the President or one of the Vice Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.

               SECTION 6.02. Loans. No loans shall be contracted on behalf of
the Corporation and no evidences of 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.

               SECTION 6.03. 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.

               SECTION 6.04. 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 o Directors.

               SECTION 6.05. 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 owned or controlled
by this Corporation may be voted at any meeting of security holders of such
other corporation by the President of this Corporation if he be present, or in
his absence, by any Vice President of this Corporation who may be present, and
(b) whenever, in the judgment of the President, or in his absence, of any Vice
President, it is desirable for this Corporation to execute a proxy or written
consent in respect to any shares or other securities issued by any other
corporation and owned by this Corporation, such proxy or consent shall be
executed in the name of this


                                      VI-1

<PAGE>


Corporation by the President or one of the Vice Presidents of this Corporation,
without necessity of any authorization by the Board of Directors, affixation of
corporate seal or countersignature or attestation by another officer. Any person
or persons designated in the manner above stated as the proxy or proxies of this
Corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this Corporation
the same as such shares or other securities might be voted by this Corporation.


                                      VI-2


<PAGE>


                      ARTICLE VII. CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER


               SECTION 7.01. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be determined by the
Board of Directors. Such certificates shall be signed by the 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 canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except as
provided in SECTION 7.05.

               SECTION 7.02. Facsimile Signatures and Seal. The seal of the
Corporation on any certificates for shares may be a facsimile. The signatures of
the President or Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation.

               SECTION 7.03. Signature by Former Officers. In case any officer,
who has signed or whose facsimile signature has been placed upon any certificate
for shares, shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.

               SECTION 7.04. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer, the Corporation may treat
the registered owner of such shares as the person exclusively entitled to vote,
to receive notifications and otherwise to exercise all the rights and powers of
an owner. Where a certificate for shares is presented to the Corporation with a
request to register for transfer, the Corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the Corporation had no duty to inquire into adverse claims
or had discharged any such duty. The Corporation may require reasonable
assurance that said endorsements are genuine and effective and comply with such
other regulations as may be prescribed by or under the authority of the Board of
Directors.

                                     VII-1
<PAGE>



               SECTION 7.05. Lost, Destroyed or Stolen Certificates. Where the
owner claims that his certificate or shares has been lost, destroyed or
wrongfully taken, then a new certificate shall be issued in place thereof if the
owner (a) so requests before the Corporation has notice that such shares have
been acquired by a bona fide purchaser and (b) files with the Corporation a
sufficient indemnity bond, and (c) satisfies such other reasonable requirements
as the Board of Directors may prescribe.

               SECTION 7.06. Consideration for Shares. The shares of the
Corporation may be issued for such consideration, not less than the par value
thereof (if any), as shall be fixed from time to time by the Board of Directors.
The consideration to be paid for shares may be paid in whole or in part, in
money, 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.

               SECTION 7.07. 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.

               SECTION 7.08. Stock Regulations. The Board of Directors shall
have the power and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Wisconsin as it may deem
expedient concerning the issue, transfer and registration of certificates
representing shares of the Corporation.


                                     VII-2
<PAGE>


                          ARTICLE VIII. INDEMNIFICATION


               SECTION 8.01. Actions Other Than by Corporation. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or by reason of the fact that such
director or officer of the Corporation is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or is or was serving at
the request of the Corporation as a fiduciary of an employee benefit plan
(subject to the provisions of SECTIONS 8.03, 8.04 and 8.05 of this ARTICLE VIII
and except as prohibited by law), or as an employee or agent of the corporation
against expenses (including attorneys' fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

               SECTION 8.02. Actions by or in the Right of Corporation. Any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact he is or
was a director or officer of the Corporation, or by reason of the fact that such
director or officer of the Corporation is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or is or was serving at
the request of the Corporation as a fiduciary of an employee benefit plan, or as
an employee or agent of the Corporation shall (subject to the provisions of
SECTIONS 8.03, 8.04 and 8.05 of this ARTICLE VIII and except as prohibited by
law), be indemnified by the Corporation against expenses, including attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation except that no indemnification


                                     VIII-1


<PAGE>

shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

               SECTION 8.03. Successful Defense of Actions. To the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding of the type
referred to in SECTIONS 8.0l and 8.02 of this ARTICLE VIII, he shall be
indemnified by the Corporation against expenses, including attorneys' fees
actually and reasonably incurred by him in connection therewith.

               SECTION 8.04. Procedure for Indemnification. Any indemnification
under SECTIONS 8.01 and 8.02 of this ARTICLE VIII, unless ordered by a court,
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of such director or officer of the
Corporation is proper in the circumstances because he has met the applicable
standard of conduct set forth in said SECTIONS 8.01 and 8.02. Such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding;
(b) if such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the affirmative vote of a majority of the shares entitled to
vote thereon. Nothing contained in this Article VIII shall preclude the Board of
Directors from determining, in its discretion, that persons serving as agents or
employees of the Corporation or as fiduciaries of an employee benefit plan of
the Corporation shall be entitled to the indemnification provided to directors
and officers of the Corporation in this Article VIII.

               SECTION 8.05. Advance Payment of Expenses. Expenses, including
attorneys' fees, incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized in a specific case upon receipt of
an undertaking by or on behalf of the director, officer, employee, agent or
employee benefit plan fiduciary to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the Corporation as
authorized in this ARTICLE VIII.


                                     VIII-2
<PAGE>



               SECTION 8.06. Other Rights. The indemnification provided for in
this ARTICLE VIII shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-Law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

               SECTION 8.07. Severability of Provisions. The provisions of this
ARTICLE VIII and the several rights to indemnification created hereby are
independent and severable and, in the event that any such provision and/or right
shall be held by a court of competent jurisdiction in which an action relating
to such provisions and/or rights is brought to be against public policy or
otherwise to be unenforceable, the other provisions of this ARTICLE VIII shall
remain enforceable and in full effect.

               SECTION 8.08. Purchase of Insurance. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or is or was serving at
the request of the Corporation as a fiduciary of an employee benefit plan
against liability asserted against him or incurred by him in any such capacity
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
ARTICLE VIII.


                                     VIII-3

<PAGE>


                                ARTICLE IX. SEAL


               The Board of Directors may provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal."


                                      IX-1
<PAGE>


                              ARTICLE X. AMENDMENTS


               SECTION 10.01. By Shareholders. 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 shares present or
represented at any annual or special meeting of the shareholders at which a
quorum is in attendance.

               SECTION 10.02. By Directors. 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.

               SECTION 10.03. Implied Amendments. Any action taken or authorized
by the shareholders or by the Board of Directors, which would be inconsistent
with the By-Laws then in effect but is taken or authorized by affirmative vote
of not less than the number of 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.


                                      X-1