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                                     BYLAWS


                                       OF

                        SYBRON INTERNATIONAL CORPORATION


                            ADOPTED DECEMBER 10, 1993
                       AND AMENDED AS OF DECEMBER 22, 1999



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                                TABLE OF CONTENTS

                            ARTICLE I Offices; Records
<S>      <C>                                                                                                     <C>

1.01.    Principal and Business Offices...........................................................................1
1.02.    Registered Office and Registered Agent...................................................................1
1.03.    Corporate Records........................................................................................1

                             ARTICLE II Shareholders

2.01.    Annual Meeting...........................................................................................1
2.02.    Special Meetings.........................................................................................2
2.03.    Place of Meeting.........................................................................................2
2.04.    Notices to Shareholders..................................................................................2
         (a)      Required  Notice................................................................................2
         (b)      Adjourned  Meeting..............................................................................2
         (c)      Waiver  of  Notice..............................................................................2
         (d)      Contents  of   Notice...........................................................................2
         (e)      Fundamental  Transactions.......................................................................3
2.05.    Fixing of Record Date....................................................................................3
2.06.    Shareholder List.........................................................................................3
2.07.    Quorum and Voting Requirements...........................................................................3
2.08.    Conduct of Meetings......................................................................................4
2.09.    Proxies..................................................................................................4
2.10.    Voting of Shares.........................................................................................4
2.11.    Notice of Shareholder Nomination(s) and/or Proposal(s)...................................................5

                          ARTICLE III Board of Directors

3.01.    General Powers and Number................................................................................6
3.02.    Election, Removal, Tenure and Qualifications.............................................................6
3.03.    Regular  Meetings........................................................................................7
3.04.    Special   Meetings.......................................................................................7
3.05.    Meetings By Telephone or Other Communication Technology..................................................7
3.06.    Notice  of  Meetings.....................................................................................7
3.07.    Quorum...................................................................................................7
3.08.    Manner of Acting.........................................................................................8
3.09.    Conduct of Meetings......................................................................................8
3.10.    Vacancies................................................................................................8
3.11.    Compensation.............................................................................................8
3.12.    Presumption of Assent....................................................................................8
3.13.    Committees...............................................................................................8

                               ARTICLE IV Officers
4.01.    Appointment..............................................................................................9
4.02.    Resignation and Removal..................................................................................9
4.03.    Vacancies................................................................................................9
4.04.    Chairperson of the Board.................................................................................9
4.05.    Chief Executive Officer..................................................................................9
4.06.    President................................................................................................9
4.07.    Vice Presidents.........................................................................................10
4.08.    Secretary...............................................................................................10
4.09.    Treasurer...............................................................................................10
4.10.    Assistants and Acting Officers..........................................................................10
4.11.    Bonding.................................................................................................10
</TABLE>

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<TABLE>
<S>      <C>                                                                                                    <C>
4.12.    Salaries................................................................................................11

               ARTICLE V Certificates for Shares and Their Transfer

5.01.    Certificates for Shares.................................................................................11
5.02.    Signature by Former Officers............................................................................11
5.03.    Transfer of Shares......................................................................................11
5.04.    Restrictions on Transfer................................................................................11
5.05.    Lost, Destroyed or Stolen Certificates..................................................................11
5.06.    Consideration for Shares................................................................................12
5.07.    Stock Regulations.......................................................................................12

                           ARTICLE VI Waiver of Notice

6.01.    Shareholder  Written  Waiver............................................................................12
6.02.    Shareholder Waiver by Attendance........................................................................12
6.03.    Director Written Waiver.................................................................................12
6.04.    Director Waiver by Attendance...........................................................................12

                       ARTICLE VII Action Without Meetings

7.01.    Shareholder Action Without Meeting......................................................................12
7.02.    Director Action Without Meeting.........................................................................13

                           ARTICLE VIII Indemnification

8.01.    Indemnification for Successful Defense..................................................................13
8.02.    Other Indemnification...................................................................................13
8.03.    Written Request.........................................................................................14
8.04.    Nonduplication..........................................................................................14
8.05.    Determination of Right to Indemnification...............................................................14
8.06.    Advance of Expenses.....................................................................................15
8.07.    Nonexclusivity..........................................................................................15
8.08.    Court-Ordered Indemnification...........................................................................15
8.09.    Indemnification and Allowance of Expenses of Employes and Agents........................................16
8.10.    Insurance...............................................................................................16
8.11.    Securities Law Claims...................................................................................16
8.12.    Liberal  Construction...................................................................................16
8.13.    Definitions Applicable to this Article..................................................................16

                             ARTICLE IX Miscellaneous

9.01.    Seal....................................................................................................17
9.02.    Fiscal Year.............................................................................................17

                               ARTICLE X Amendments
10.01.   By Shareholders.........................................................................................17
10.02.   By Directors............................................................................................18
10.03.   Implied Amendments......................................................................................18
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                                    ARTICLE I

                                OFFICES; RECORDS

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

         1.02. Registered Office and Registered Agent. 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. The address of the registered office
may be changed from time to time by any officer or by the registered agent. The
office of the registered agent of the corporation shall be identical to such
registered office.

         1.03. Corporate Records. The following documents and records shall be
kept at the corporation's principal office or at such other reasonable location
as may be specified by the corporation:

               (a)      Minutes of shareholders' and Board of Directors'
                        meetings and any written notices thereof.

               (b)      Records of actions taken by the shareholders or
                        directors without a meeting.

               (c)      Records of actions taken by committees of the Board of
                        Directors.

               (d)      Accounting records.

               (e)      Records of its shareholders.

               (f)      Current Bylaws.

               (g)      Written waivers of notice by shareholders or directors
                        (if any).

               (h)      Written consents by shareholders or directors for
                        actions without a meeting (if any).

               (i)      Voting trust agreements (if any).

               (j)      Stock transfer agreements to which the corporation is
                        a party or of which it has notice (if any).

               (k)      Consents by shareholders and directors to receive
                        notice via electronic transmission (if any).


                                   ARTICLE II

                                  SHAREHOLDERS

         2.01. Annual Meeting. The annual meeting of the shareholders shall be
held on such date and at such time in each fiscal year as may be fixed by or
under the authority of the Board of Directors for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting is a legal holiday in the State
of Wisconsin, such meeting shall be held on the next succeeding business day. If
the election of directors is not held on the day designated herein, or fixed as
herein provided, for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as may be convenient.

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         2.02. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairperson of the Board, if there is one, or pursuant to a resolution
adopted by a majority of the members of the Board of Directors. If and as
required by the Wisconsin Business Corporation Law, a special meeting shall be
called upon written demand describing one or more purposes for which it is to be
held by holders of shares with at least 10% of the votes entitled to be cast on
any issue proposed to be considered at the meeting. The purpose or purposes of
any special meeting shall be described in the notice required by Section 2.04 of
these Bylaws.

         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 any special meeting. If no designation is made, the place of
meeting shall be the principal office of the corporation but any meeting may be
adjourned to reconvene at any place designated by vote of a majority of the
shares represented thereat.

         2.04.    Notices to Shareholders.

                  (a) Required Notice. 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 ten
(10) days nor more than sixty (60) days before the date of the meeting (unless a
different time is provided by law or the Articles of Incorporation), by or at
the direction of the Chairperson of the Board, if there is one, the President or
the Secretary, to each shareholder entitled to vote at such meeting or, for the
fundamental transactions described in subsections (e)(1) to (4) below (for which
the Wisconsin Business Corporation Law requires that notice be given to
shareholders not entitled to vote), to all shareholders. For purposes of this
Section 2.04, notice by "electronic transmission" (as defined in the Wisconsin
Business Corporation Law) is written notice. Written notice is effective:

                           (1)      When mailed, if mailed postpaid and
                                    addressed to the shareholder's address shown
                                    in the corporation's current record of
                                    shareholders.

                           (2)      When electronically transmitted to the
                                    shareholder in a manner authorized by the
                                    shareholder.

         At least twenty (20) days' notice shall be provided if the purpose, or
one of the purposes, of the meeting is to consider a plan of merger or share
exchange for which shareholder approval is required by law, or the sale, lease,
exchange or other disposition of all or substantially all of the corporation's
property, with or without good will, otherwise than in the usual and regular
course of business.

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

                  (c) Waiver of Notice.  A  shareholder  may waive  notice in
accordance  with  Article VI of these Bylaws.

                  (d) Contents of Notice. The notice of each special
shareholder meeting shall include a description of the purpose or purposes for
which the meeting is called. Except as otherwise provided in subsection (e) of
this Section 2.04, in the Articles of Incorporation, or in the Wisconsin
Business Corporation Law, the notice of an annual shareholder meeting need not
include a description of the purpose or purposes for which the meeting is
called.

                  (e) Fundamental Transactions. If a purpose of any
shareholder meeting is to consider either: (1) a proposed amendment to the
Articles of Incorporation (including any restated articles); (2) a plan of
merger or share exchange for which shareholder approval is required by law; (3)
the sale, lease, exchange or other disposition of all or substantially all of
the corporation's property, with or without good will, otherwise than in the
usual and regular course of business; (4) the dissolution of the corporation; or
(5) the removal of a director, the notice must so state and in cases

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(1), (2) and (3) above must be accompanied by, respectively, a copy or summary
of the: (1) proposed articles of amendment or a copy of the restated articles
that identifies any amendment or other change; (2) proposed plan of merger or
share exchange; or (3) proposed transaction for disposition of all or
substantially all of the corporation's property. If the proposed corporate
action creates dissenters' rights, the notice must state that shareholders and
beneficial shareholders are or may be entitled to assert dissenters' rights, and
must be accompanied by a copy of Sections 180.1301 to 180.1331 of the Wisconsin
Business Corporation Law.

         2.05. Fixing of Record Date. The Board of Directors may fix in advance
a date as the record date for one or more voting groups for any determination of
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action, such date in any case to be not
more than seventy (70) days prior to the meeting or action requiring such
determination of shareholders, and may fix the record date for determining
shareholders entitled to a share dividend or distribution. If no record date is
fixed for the determination of shareholders entitled to demand a shareholder
meeting, to notice of or to vote at a meeting of shareholders, or to consent to
action without a meeting, (a) the close of business on the day before the
corporation receives the first written demand for a shareholder meeting, (b) the
close of business on the day before the first notice of the meeting is mailed or
otherwise delivered to shareholders, or (c) the close of business on the day
before the first written consent to shareholder action without a meeting is
received by the corporation, as the case may be, shall be the record date for
the determination of shareholders. If no record date is fixed for the
determination of shareholders entitled to receive a share dividend or
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares), the close of business on the day
on which the resolution of the Board of Directors is adopted declaring the
dividend or distribution shall be the record date. 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 unless the Board of Directors fixes a new record date and except as
otherwise required by law. A new record date must be set if a meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.

         2.06. Shareholder List. 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 notice of
such meeting, arranged by class or series of shares and showing the address of
and the number of shares held by each shareholder. The shareholder list shall be
available at the meeting and may be inspected by any shareholder or his or her
agent or attorney at any time during the meeting or any adjournment. Any
shareholder or his or her agent or attorney may inspect the shareholder list
beginning two (2) business days after the notice of the meeting is given and
continuing to the date of the meeting, at the corporation's principal office or
at a place identified in the meeting notice in the city where the meeting will
be held and, subject to Section 180.1602(2)(b)3. to 5. of the Wisconsin Business
Corporation Law, may copy the list, during regular business hours and at his or
her expense, during the period that it is available for inspection hereunder.
The original stock transfer books and nominee certificates on file with the
corporation (if any) shall be prima facie evidence as to who are the
shareholders entitled to inspect the shareholder list 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.

         2.07. Quorum and Voting Requirements. Except as otherwise provided in
the Articles of Incorporation or the Wisconsin Business Corporation Law, a
majority of the votes entitled to be cast by shares entitled to vote as a
separate voting group on a matter, represented in person or by proxy, shall
constitute a quorum of that voting group for action on that matter at a meeting
of shareholders. If a quorum shall not be present or represented at any meeting
of the shareholders, the shareholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. 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 noticed. If a quorum
exists, action on a matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action unless a greater number of affirmative
votes is required by the Wisconsin Business Corporation Law or the Articles of
Incorporation. If the Articles of Incorporation or the Wisconsin Business
Corporation Law provide for voting by two (2) or more voting groups on a matter,
action on that matter is taken only when voted upon by each of those voting
groups counted separately. Action may be taken by one (1) voting group on a
matter even though no action is taken by another voting group entitled to vote
on the matter. Once a share is represented for any purpose at a meeting, other
than for the purpose of objecting to holding the meeting or

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transacting business at the meeting, it is considered present for purposes of
determining whether a quorum exists for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
meeting.

         2.08. Conduct of Meetings. The Chairperson of the Board, or if there is
none, or in his or her absence, the Chief Executive Officer, and in the Chief
Executive Officer's absence, the President, and in the President's absence, a
Vice President, in the order provided under Section 4.07 of these Bylaws, and in
their absence, any person chosen by the shareholders present shall call the
meeting of the shareholders to order and shall act as chairperson of the
meeting, and the Secretary 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.

         2.09. Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed as provided in the Wisconsin
Business Corporation Law. The means by which a shareholder or the shareholder's
authorized officer, director, employee, agent or attorney-in-fact may authorize
another person to act for the shareholder by appointing the person as proxy
include:

                  (a)      Appointment of a proxy in writing by signing or
                           causing the shareholder's signature to be affixed to
                           an appointment form by any reasonable means,
                           including, but not limited to, by facsimile
                           signature.

                  (b)      Appointment of a proxy by transmitting or authorizing
                           the transmission of an electronic transmission of the
                           appointment to the person who will be appointed as
                           proxy or to a proxy solicitation firm, proxy support
                           service organization or like agent authorized to
                           receive the transmission by the person who will be
                           appointed as proxy. Every electronic transmission
                           shall contain, or be accompanied by, information that
                           can be used to reasonably determine that the
                           shareholder transmitted or authorized the
                           transmission of the electronic transmission. Any
                           person charged with determining whether a shareholder
                           transmitted or authorized the transmission of the
                           electronic transmission shall specify the information
                           upon which the determination is made.

         An appointment of a proxy is effective when a signed appointment form
or an electronic transmission of the appointment is received by the inspector of
election or the officer or agent of the corporation authorized to tabulate
votes. An appointment is valid for 11 months unless a different period is
expressly provided in the appointment. An appointment of a proxy is revocable
unless the appointment form or electronic transmission states that it is
irrevocable and the appointment is coupled with an interest. The presence of a
shareholder who has made an effective proxy appointment shall not of itself
constitute a revocation. The Board of Directors shall have the power and
authority to make rules that are not inconsistent with the Wisconsin Business
Corporation Law as to the validity and sufficiency of proxy appointments.

         2.10. Voting of Shares. Each outstanding share shall be entitled to one
(1) vote on each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares are enlarged, limited or
denied by the Articles of Incorporation or the Wisconsin Business Corporation
Law. Shares owned directly or indirectly by another corporation are not entitled
to vote if this corporation owns, directly or indirectly, sufficient shares to
elect a majority of the directors of such other corporation. However, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity. Redeemable shares
are not entitled to vote after notice of redemption is mailed to the holders and
a sum sufficient to redeem the shares has been deposited with a bank, trust
company, or other financial institution under an irrevocable obligation to pay
the holders the redemption price on surrender of the shares.

         2.11. Notice of Shareholder Nomination(s) and/or Proposal(s). Except
with respect to nomination(s) or proposal(s) adopted or recommended by the Board
of Directors for inclusion in the corporation's proxy statement for its annual
meeting, a shareholder entitled to vote at an annual meeting may nominate a
person or persons for election as director(s) or propose action(s) to be taken
at the meeting only if written notice of any shareholder nomination(s) and/or
proposal(s) to be considered for a vote at an annual meeting of shareholders is
delivered to the Secretary of the

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corporation personally or mailed by Certified Mail-Return Receipt Requested and
received at the principal business office of the corporation not less than sixty
(60) days nor more than ninety (90) days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the meeting is changed by more than thirty (30) days from such
anniversary date, notice by the shareholder (to be timely received) must be
received no later than the close of business on the tenth day following the
earlier of the day on which notice of the date of the meeting was mailed or
public disclosure of the meeting date was made; and provided further that,
notwithstanding the notice requirements contained herein, notice of any
shareholder nomination(s) and/or proposal(s) shall be deemed timely received by
the corporation for purposes of this Section 2.11 if such nomination(s) and/or
proposal(s) are delivered to the corporation in a timely fashion in order to be
considered for inclusion in the corporation's proxy material relating to the
meeting in accordance with the applicable proxy rules of the Securities and
Exchange Commission. With respect to shareholder nomination(s) for the election
of directors, each such notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination(s) and of the person or persons
to be nominated; (b) a representation that the shareholder is a holder of record
or a beneficial holder of stock of the corporation entitled to vote at such
meeting (including the number of shares the shareholder owns and the length of
time the shares have been held) and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (c) a
description of all relationships, arrangements and understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission
(whether or not such rules are applicable) had each nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the written consent
of each nominee to serve as a director of the corporation if so elected, with
such written consent attached thereto. With respect to shareholder proposal(s)
for action(s) to be taken at an annual meeting of shareholders, the notice shall
clearly set forth: (a) the name and address of the shareholder who intends to
make the proposal(s); (b) a representation that the shareholder is a holder of
record or a beneficial holder of the stock of the corporation entitled to vote
at the meeting (including the number of shares the shareholder owns and the
length of time the shares have been held) and intends to appear in person or by
proxy to make the proposal(s) specified in the notice; (c) the proposal(s) and a
brief supporting statement of such proposal(s); (d) any material interest of
such shareholder in the proposal(s); and (e) such other information regarding
the proposal(s) as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission
(whether or not such rules are applicable).

         Except with respect to nomination(s) or proposal(s) adopted or
recommended by the Board of Directors for inclusion in the notice to
shareholders for a special meeting of shareholders, a shareholder entitled to
vote at a special meeting may nominate a person or persons for election as
director(s) and/or propose action(s) to be taken at a special meeting only if
written notice of any shareholder nomination(s) and/or proposal(s) to be
considered for a vote at a special meeting is delivered to the Secretary of the
Corporation personally or mailed by Certified Mail-Return Receipt Requested and
received at the principal business office of the corporation not later than the
close of business on the tenth day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure of the meeting
date was made. Only business within the purposes described in the notice to
shareholders of the special meeting may be considered at the special meeting.
All other notice requirements regarding shareholder nomination(s) and/or
proposal(s) applicable to annual meetings also apply to nomination(s) and/or
proposal(s) for special meetings.

         The chairperson of the meeting may refuse to acknowledge the
nomination(s) and/or proposal(s) of any person made without compliance with the
foregoing procedures. This section shall not affect the corporation's rights or
responsibilities with respect to its proxies or proxy statement for any meeting.
Notwithstanding the foregoing provisions of this Section 2.11 of these Bylaws, a
shareholder shall also comply with all applicable requirements of law, including
without limitation the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, with respect to the matters set forth herein.

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                                   ARTICLE III

                               BOARD OF DIRECTORS

         3.01. General Powers and Number. As provided in the Articles of
Incorporation, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, its Board of Directors. The number of directors of the corporation
shall be no less than six and no more than nine (plus such number of directors
as may be elected from time to time pursuant to the terms of any preferred stock
that may be issued and outstanding from time to time), as determined by the
Board of Directors. The directors of the corporation shall be divided into three
classes ("Class I", "Class II" and "Class III"), as nearly equal in number as
possible, as determined by the Board of Directors. The term of office of the
Class III directors shall expire at the 1995 annual meeting of shareholders, the
term of office of the Class I directors shall expire at the 1996 annual meeting
of shareholders and the term of office of the Class II directors shall expire at
the 1997 annual meeting of shareholders, with each director to hold office until
his or her successor shall have been duly elected and qualified. At each annual
meeting of shareholders, directors elected to succeed those directors whose
terms then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of shareholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Articles of Incorporation or the resolution or resolutions adopted
by the Board of Directors pursuant to the Articles of Incorporation and
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Bylaw unless expressly provided by such terms.

         3.02. Election, Removal, Tenure and Qualifications. Unless action is
taken without a meeting under Section 7.01 of these Bylaws, directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a shareholders meeting at which a quorum is present; i.e., the
individuals with the largest number of votes in favor of their election are
elected as directors up to the maximum number of directors to be chosen in the
election. Votes against a candidate are not given legal effect and are not
counted as votes cast in an election of directors. In the event two (2) or more
persons tie for the last vacancy to be filled, a run-off vote shall be taken
from among the candidates receiving the tie vote. Each director shall hold
office until the annual meeting of shareholders at which his or her term expires
and until the director's successor shall have been elected or there is a
decrease in the number of directors, or until his or her prior death,
resignation or removal. If cumulative voting for directors is not authorized by
the Articles of Incorporation, any director or directors may be removed from
office by the shareholders by the affirmative vote of a majority of the votes
entitled to be cast in an election of directors, taken at a meeting of
shareholders called for that purpose (unless action is taken without a meeting
under Section 7.01 of these Bylaws), provided that the meeting notice states
that the purpose, or one of the purposes, of the meeting is removal of the
director. As provided in the Articles of Incorporation, the removal may be made
only for cause. If a director is elected by a voting group of shareholders, only
the shareholders of that voting group may participate in the vote to remove that
director. A director may resign at any time by delivering a written resignation
to the Board of Directors, to the Chairperson of the Board (if there is one), or
to the corporation through the Secretary or otherwise. Directors need not be
residents of the State of Wisconsin or shareholders of the corporation.

         3.03. Regular Meetings. A regular meeting of the Board of Directors
shall be held, without notice other than this Bylaw, immediately after the
annual meeting of shareholders, and each adjourned session thereof, for the
purpose of electing officers and for the transaction of such other business as
may come before the meeting. 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 and any committee may provide, by resolution, the time and place,
either within or without the State of Wisconsin, for the holding of additional
regular meetings without notice other than such resolution.

         3.04. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chairperson of the Board, if there is one,
the President or any two (2) directors. Special meetings of any committee

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<PAGE>   10

may be called by or at the request of the foregoing persons or the chairperson
of the committee. The persons calling any special meeting of the Board of
Directors or committee may fix any place, either within or without the State of
Wisconsin, as the place for holding any special meeting called by them, and if
no other place is fixed the place of meeting shall be the principal office of
the corporation in the State of Wisconsin.

         3.05.    Meetings By Telephone or Other Communication Technology.

                  (a)     Any or all directors may participate in a regular or
special meeting or in a committee meeting of the Board of Directors by, or
conduct the meeting through the use of, telephone or any other means of
communication by which either: (i) all participating directors may
simultaneously hear each other during the meeting, or (ii) all communication
during the meeting is immediately transmitted to each participating director,
and each participating director is able to immediately send messages to all
other participating directors.

                  (b)     If a meeting will be conducted through the use of any
means described in paragraph (a), all participating directors shall be informed
that a meeting is taking place at which official business may be transacted. A
director participating in a meeting by any means described in paragraph (a) is
deemed to be present in person at the meeting.

         3.06. Notice of Meetings. Except as otherwise provided in the Articles
of Incorporation or the Wisconsin Business Corporation Law, notice of the date,
time and place of any special meeting of the Board of Directors and of any
special meeting of a committee of the Board shall be given orally or in writing
to each director or committee member at least 48 hours prior to the meeting,
except that notice by mail shall be given at least 72 hours prior to the
meeting. For purposes of this Section 3.06, notice by electronic transmission is
written notice. The notice need not describe the purpose of the meeting. Notice
may be communicated in person; by mail or other method of delivery (meaning any
method of delivery used in conventional commercial practice, including delivery
by hand, mail, commercial delivery and "electronic transmission", as defined in
the Wisconsin Business Corporation Law); by telephone, including voice mail,
answering machine or answering service; or by any other electronic means. Oral
notice is effective when communicated. Written notice is effective as follows:
if delivered in person or by commercial delivery, when received; if given by
mail, when deposited, postage prepaid, in the United States mail addressed to
the director at his or her business or home address (or such other address as
the director may have designated in writing filed with the Secretary); if given
by facsimile, at the time transmitted to a facsimile number at any address
designated above; if given by telegraph, when delivered to the telegraph
company; and if given by electronic transmission, when electronically
transmitted to the director in a manner authorized by the director.

         3.07. Quorum. Except as otherwise provided by the Wisconsin Business
Corporation Law, a majority of the number of directors constituting the Board of
Directors as determined pursuant to Section 3.01 shall constitute a quorum of
the Board of Directors. Except as otherwise provided by the Wisconsin Business
Corporation Law, a majority of the number of directors appointed to serve on a
committee shall constitute a quorum of the committee. If a quorum shall not be
present at any meeting of the Board of Directors or a Committee thereof, the
directors present thereat may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum shall be present.

         3.08. Manner of Acting. Except as otherwise provided by the Wisconsin
Business Corporation Law or the Articles of Incorporation, the affirmative vote
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors or any committee thereof.

         3.09. Conduct of Meetings. The Chairperson of the Board, or if there is
none, or in his or her absence, the Chief Executive Officer, and in the Chief
Executive Officer's absence, the President, and in the President's absence, a
Vice President in the order provided under Section 4.07 of these Bylaws, and in
their absence, any director chosen by the directors present, shall call a
meeting of the Board of Directors to order and shall chair the meeting. The
Secretary of the corporation shall act as secretary of all meetings of the Board
of Directors, but in the absence of the Secretary, the presiding officer may
appoint any assistant secretary or any director or other person present to act
as secretary of the meeting.

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<PAGE>   11

         3.10. Vacancies. As 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 only by the affirmative
vote of a majority of the directors then in office, even if such majority is
less than a quorum of the Board of Directors, or by a sole remaining director.
If the vacant office was held by a director elected by a voting group of
shareholders, only the remaining directors elected by that voting group may vote
to fill the vacancy. If no director entitled to fill the vacancy remains in
office, such vacancy may be filled by the voting group of shareholders entitled
to elect such director. Any director elected to fill a vacancy shall serve until
the next election of the class for which such director shall have been chosen. A
vacancy that will occur at a specific later date (because of a resignation
effective at a later date or otherwise) may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.

         3.11. Compensation. The Board of Directors, irrespective of any
personal interest of any of its members, may fix the compensation of directors.
Nothing contained herein shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

         3.12. Presumption of Assent. A director who is present and is announced
as present at a meeting of the Board of Directors or a committee thereof at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless (i) the director objects at the beginning of the
meeting or promptly upon his or her arrival to holding the meeting or
transacting business at the meeting, or (ii) the director's dissent or
abstention from the action taken is entered in the minutes of the meeting, or
(iii) the director delivers his or her written dissent or abstention to the
presiding officer of the meeting before the adjournment thereof or to the
corporation immediately after the adjournment of the meeting. Such right to
dissent or abstain shall not apply to a director who voted in favor of such
action.

         3.13. Committees. Unless the Articles of Incorporation otherwise
provide, the Board of Directors, by resolution adopted by the affirmative vote
of a majority of all the directors then in office, may create one (1) or more
committees, each committee to consist of two (2) or more directors as members,
which to the extent provided in the resolution as initially adopted, and as
thereafter supplemented or amended by further resolution adopted by a like vote,
may exercise the authority of the Board of Directors, except that no committee
may: (a) authorize distributions; (b) approve or propose to shareholders action
that the Wisconsin Business Corporation Law requires be approved by
shareholders; (c) fill vacancies on the Board of Directors or any of its
committees, except that the Board of Directors may provide by resolution that
any vacancies on a committee shall be filled by the affirmative vote of a
majority of the remaining committee members; (d) amend the Articles of
Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger
not requiring shareholder approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; or (h) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except within limits prescribed by
the Board of Directors. 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
Chairperson of the Board, if there is one, the President or upon request by the
chairperson of such meeting. Each such committee shall fix its own rules
(consistent with the Wisconsin Business Corporation Law, the Articles of
Incorporation and these Bylaws) 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. Unless otherwise provided by the Board of Directors in
creating a committee, a committee may employ counsel, accountants and other
consultants to assist it in the exercise of authority. The creation of a
committee, delegation of authority to a committee or action by a committee does
not relieve the Board of Directors or any of its members of any responsibility
imposed on the Board of Directors or its members by law.

                                       8

<PAGE>   12

                                   ARTICLE IV

                                    OFFICERS

         4.01. Appointment. The principal officers shall include any one or more
of a Chairperson of the Board, a Chief Executive Officer, a President, one or
more Vice Presidents (the number and designations to be determined by the Board
of Directors), a Secretary, and a Treasurer, and may include such other
officers, if any, as may be deemed necessary by the Board of Directors, each of
whom shall be appointed by the Board of Directors. Any two or more offices may
be held by the same person.

         4.02. Resignation and Removal. An officer shall hold office until he or
she resigns, dies, is removed hereunder, or a different person is appointed to
the office. An officer may resign at any time by delivering an appropriate
written notice to the corporation. The resignation is effective when the notice
is delivered, unless the notice specifies a later effective date and the
corporation accepts the later effective date. Any officer may be removed by the
Board of Directors with or without cause and notwithstanding the contract
rights, if any, of the person removed. Except as provided in the preceding
sentence, the resignation or removal is subject to any remedies provided by any
contract between the officer and the corporation or otherwise provided by law.
Appointment shall not of itself create contract rights.

         4.03. Vacancies. A vacancy in any office because of death, resignation,
removal or otherwise, shall be filled by the Board of Directors. If a
resignation is effective at a later date, the Board of Directors may fill the
vacancy before the effective date if the Board of Directors provides that the
successor may not take office until the effective date.

         4.04. Chairperson of the Board. The Board of Directors may at its
discretion appoint a Chairperson of the Board. The Chairperson of the Board, if
there is one, shall preside at all meetings of the shareholders and Board of
Directors, and shall carry out such other duties as directed by the Board of
Directors.

         4.05. Chief Executive Officer. The Chief Executive Officer shall have,
subject only to the Board of Directors and any executive committee, overall
responsibility for managing and supervising the business and affairs of the
corporation and shall see that all orders and resolutions of the Board of
Directors and the executive committee, if any, are carried into effect. The
Chief Executive Officer shall have all powers and duties of supervision and
management usually vested in the general manager of a corporation, including the
supervision and direction of all other officers of the corporation and the power
to appoint and discharge agents and employes.

         4.06. President. The President shall be the chief operating officer
and, subject to the control and direction of the Board of Directors and the
Chief Executive Officer, shall in general supervise and control all of the
business and affairs of the corporation. He or she shall, in the absence of the
Chairperson of the Board and the Chief Executive Officer (if appointed), preside
at all meetings of the shareholders and of the Board of Directors. The President
shall have authority, subject to such rules as may be prescribed by the Board of
Directors and the Chief Executive Officer, to appoint such agents and employees
of the corporation as he or she shall deem necessary, to prescribe their powers,
duties and compensation, and to delegate authority to them. Such agents and
employes shall hold office at the discretion of the President. The President
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 directed by the Board of Directors or the Chief Executive
Officer, the President may authorize any Vice President or other officer or
agent of the corporation to sign, execute and acknowledge such documents or
instruments in his or her place and stead. In general he or she shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors or the Chief Executive Officer from time to
time.

         4.07. Vice Presidents. In the absence of the President, or in the event
of the President's death, inability or refusal to act, or in the event for any
reason it shall be impracticable for the President to act personally, a 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 appointment) shall perform the
duties of the

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<PAGE>   13

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 or her by the Chief Executive Officer,
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 the Vice President's authority to act in the stead of the President.

         4.08. Secretary. The Secretary shall: (a) keep (or cause to be kept)
regular minutes of all meetings of the shareholders, the Board of Directors and
any committees 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 Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, if any, and see that the
seal of the corporation, if any, is affixed to all documents which are
authorized to be executed on behalf of the corporation under its seal; (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 incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him or her by the Chief Executive Officer,
President or Board of Directors.

         4.09. Treasurer. If the Board of Directors appoints a Treasurer, the
Treasurer shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; (b) receive and give receipts for moneys due
and payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected by the corporation; 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 or her by the Chief Executive Officer, President or Board of
Directors.

         4.10. Assistants and Acting Officers. The Board of Directors, Chief
Executive Officer and President shall have the power to appoint any person to
act as assistant to any officer, or as agent for the corporation in the
officer's 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, Chief Executive Officer or President shall have the power to perform
all the duties of the office to which that person is so appointed to be
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors, the Chief
Executive Officer or the President.

         4.11. Bonding. If required by the Board of Directors, all or certain of
the officers shall give the corporation a bond, in such form, in such sum, and
with such surety or sureties as shall be satisfactory to the Board, for the
faithful performance of the duties of their office and for the restoration to
the corporation, in case of their death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in their possession or under their control belonging to the corporation.

         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 such officer is also a director of the corporation.

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<PAGE>   14

                                    ARTICLE V

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         5.01. Certificates for Shares. All shares of this corporation shall be
represented by certificates unless determined otherwise by the Board of
Directors in accordance with Section 180.0626 of the Wisconsin Business
Corporation Law (or any successor provision). Certificates representing shares
of the corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. At a minimum, a share certificate shall
state on its face the name of the corporation and that it is organized under the
laws of the State of Wisconsin, the name of the person to whom issued, and the
number and class of shares and the designation of the series, if any, that the
certificate represents. If the corporation is authorized to issue different
classes of shares or different series within a class, the front or back of the
certificate must contain either (a) a summary of the designations, relative
rights, preferences and limitations applicable to each class, and the variations
in the rights, preferences and limitations determined for each series and the
authority of the Board of Directors to determine variations for future series,
or (b) a conspicuous statement that the corporation will furnish the shareholder
the information described in clause (a) on request, in writing and without
charge. Such certificates shall be signed, either manually or in facsimile, by
the Chief Executive Officer, President or a Vice President and by the Secretary
or an Assistant Secretary and may be sealed with the seal of the corporation or
a facsimile thereof. 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 5.05.

         5.02. Signature by Former Officers. If an officer or assistant officer,
who has signed or whose facsimile signature has been placed upon any certificate
for shares, has ceased to be such officer or assistant officer before such
certificate is issued, the certificate may be issued by the corporation with the
same effect as if that person were still an officer or assistant officer at the
date of its issue.

         5.03. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer, and unless the corporation has established
a procedure by which a beneficial owner of shares held by a nominee is to be
recognized by the corporation as the shareholder, the corporation may treat the
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise to have and exercise all the rights and
power of an owner. The corporation may require reasonable assurance that all
transfer endorsements are genuine and effective and in compliance with all
regulations prescribed by or under the authority of the Board of Directors.

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

         5.05. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his or her 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) if required by the corporation, 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.

         5.06. Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time and determined
to be adequate 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 may consist of any tangible or intangible property or benefit
to the corporation, including cash, promissory notes, services performed,
contracts for services to be performed, or other securities of the corporation.
When the corporation receives the consideration for which the Board of Directors
authorized the issuance of shares, such shares shall be deemed to be fully paid
and nonassessable by the corporation.

                                       11

<PAGE>   15

         5.07. Stock Regulations. The Board of Directors shall have the power
and authority to make all such 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, including the appointment or designation of one or more stock
transfer agents and one or more registrars.

                                   ARTICLE VI

                                WAIVER OF NOTICE

         6.01. Shareholder Written Waiver. A shareholder may waive any notice
required by the Wisconsin Business Corporation Law, the Articles of
Incorporation or these Bylaws before or after the date and time stated in the
notice. The waiver shall be in writing and signed by the shareholder entitled to
the notice, shall contain the same information that would have been required in
the notice under the Wisconsin Business Corporation Law except that the time and
place of meeting need not be stated, and shall be delivered to the corporation
for inclusion in the corporate records.

         6.02. Shareholder Waiver by Attendance. A shareholder's attendance at a
meeting, in person or by proxy, waives objection to both of the following:

                  (a)     Lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting or promptly upon arrival
objects to holding the meeting or transacting business at the meeting.

                  (b)     Consideration of a particular matter at the meeting
that is not within the purpose described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.

         6.03. Director Written Waiver. A director may waive any notice required
by the Wisconsin Business Corporation Law, the Articles of Incorporation or the
Bylaws before or after the date and time stated in the notice. The waiver shall
be in writing, signed by the director entitled to the notice and retained by the
corporation.

         6.04. Director Waiver by Attendance. A director's attendance at or
participation in a meeting of the Board of Directors or any committee thereof
waives any required notice to him or her of the meeting unless the director at
the beginning of the meeting or promptly upon his or her arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

                                   ARTICLE VII

                             ACTION WITHOUT MEETINGS

         7.01. Shareholder Action Without Meeting. Action required or permitted
by the Wisconsin Business Corporation Law to be taken at a shareholders' meeting
may be taken without a meeting (a) by all shareholders entitled to vote on the
action, or (b) if the Articles of Incorporation so provide (and except with
respect to an election of directors for which shareholders may vote
cumulatively), by shareholders who would be entitled to vote at a meeting shares
with voting power sufficient to cast not less than the minimum number (or, in
the case of voting by voting groups, the minimum numbers) of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote were present and voted. The action must be evidenced by one or
more written consents describing the action taken, signed by the shareholders
consenting thereto and delivered to the corporation for inclusion in its
corporate records. A consent hereunder has the effect of a meeting vote and may
be described as such in any document. The Wisconsin Business Corporation Law
requires that notice of the action be given to certain shareholders and
specifies the effective date thereof and the record date in respect thereto.

         7.02. Director Action Without Meeting. Unless the Articles of
Incorporation provide otherwise, action required or permitted by the Wisconsin
Business Corporation Law to be taken at a Board of Directors meeting or
committee meeting may be taken without a meeting if the action is taken by all
members of the Board or committee. The action shall be evidenced by one or more
written consents describing the action taken, signed by each director and

                                       12

<PAGE>   16
retained by the corporation. Action taken hereunder is effective when the last
director signs the consent, unless the consent specifies a different effective
date. A consent signed hereunder has the effect of a unanimous vote taken at a
meeting at which all directors or committee members were present, and may be
described as such in any document.

                                  ARTICLE VIII

                                 INDEMNIFICATION

         8.01.    Indemnification for Successful Defense. Within twenty (20)
days after receipt of a written request pursuant to Section 8.03, the
corporation shall indemnify a director or officer, to the extent he or she has
been successful on the merits or otherwise in the defense of a proceeding, for
all reasonable expenses incurred in the proceeding if the director or officer
was a party because he or she is a director or officer of the corporation.

         8.02.    Other Indemnification.

                  (a)     In cases not included under Section 8.01, the
corporation shall indemnify a director or officer against all liabilities and
expenses incurred by the director or officer in a proceeding to which the
director or officer was a party because he or she is a director or officer of
the corporation, unless liability was incurred because the director or officer
breached or failed to perform a duty he or she owes to the corporation and the
breach or failure to perform constitutes any of the following:

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

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

                           (3)      A transaction from which the director or
officer derived an improper personal profit.

                           (4)      Willful misconduct.

                  (b)      Determination of whether indemnification is required
under this Section shall be made pursuant to Section 8.05.

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

         8.03.    Written Request.  A director or officer who seeks
indemnification under Sections 8.01 or 8.02 shall make a written request to the
corporation.

         8.04.    Nonduplication. The corporation shall not indemnify a director
or officer under Sections 8.01 or 8.02 if the director or officer has previously
received indemnification or allowance of expenses from any person, including the
corporation, in connection with the same proceeding. However, the director or
officer has no duty to look to any other person for indemnification.

         8.05.    Determination of Right to Indemnification.

                  (a)      Unless otherwise provided by the Articles of
Incorporation or by written agreement between the director or officer and the
corporation, the director or officer seeking indemnification under Section 8.02
shall select one of the following means for determining his or her right to
indemnification:

                           (1)      By a  majority  vote of a  quorum  of the
Board of Directors consisting of directors not at the time parties to the same
or related proceedings. If a quorum of disinterested directors cannot be
obtained, by

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<PAGE>   17
majority vote of a committee duly appointed by the Board of Directors and
consisting solely of two (2) or more directors who are not at the time parties
to the same or related proceedings. Directors who are parties to the same or
related proceedings may participate in the designation of members of the
committee.

                           (2)      By independent legal counsel selected by a
quorum of the Board of Directors or its committee in the manner prescribed in
sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote
of the full Board of Directors, including directors who are parties to the same
or related proceedings.

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

                           (4)      By an affirmative  vote of shares
represented at a meeting of shareholders at which a quorum of the voting group
entitled to vote thereon is present. Shares owned by, or voted under the control
of, persons who are at the time parties to the same or related proceedings,
whether as plaintiffs or defendants or in any other capacity, may not be voted
in making the determination.

                           (5)      By a court under Section 8.08.

                           (6)      By any other method provided for in any
additional right to indemnification permitted under Section 8.07.

                  (b)      In any determination under (a), the burden of proof
is on the corporation to prove by clear and convincing evidence that
indemnification under Section 8.02 should not be allowed.

                  (c)      A written determination as to a director's or
officer's indemnification under Section 8.02 shall be submitted to both the
corporation and the director or officer within sixty (60) days of the selection
made under (a).

                  (d)      If it is determined that indemnification is required
under Section 8.02, the corporation shall pay all liabilities and expenses not
prohibited by Section 8.04 within ten (10) days after receipt of the written
determination under (c). The corporation shall also pay all expenses incurred by
the director or officer in the determination process under (a).

         8.06.    Advance of Expenses. Within ten (10) days after receipt of a
written request by a director or officer who is a party to a proceeding, the
corporation shall pay or reimburse his or her reasonable expenses as incurred if
the director or officer provides the corporation with all of the following:

                  (1)     A written  affirmation  of his or her good faith
belief that he or she has not breached or failed to perform his or her duties to
the corporation.

                  (2)     A written undertaking, executed personally or on his
or her behalf, to repay the allowance to the extent that it is ultimately
determined under Section 8.05 that indemnification under Section 8.02 is not
required and that indemnification is not ordered by a court under Section
8.08(b)(2). The undertaking under this subsection shall be an unlimited general
obligation of the director or officer and may be accepted without reference to
his or her ability to repay the allowance. The undertaking may be secured or
unsecured.

         8.07.    Nonexclusivity.

                  (a)     Except as provided in (b), Sections 8.01, 8.02 and
8.06 do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under any of the following:

                           (1)      The Articles of Incorporation.

                           (2)      A written agreement between the director or
officer and the corporation.

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<PAGE>   18
                           (3)      A resolution of the Board of Directors.

                           (4)      A resolution, after notice, adopted by a
majority vote of all of the corporation's voting shares then issued and
outstanding.

                  (b)    Regardless of the existence of an additional right
under (a), the corporation shall not indemnify a director or officer, or permit
a director or officer to retain any allowance of expenses, unless it is
determined by or on behalf of the corporation that the director or officer did
not breach or fail to perform a duty he or she owes to the corporation which
constitutes conduct under Section 8.02(a)(1), (2), (3) or (4). A director or
officer who is a party to the same or related proceeding for which
indemnification or an allowance of expenses is sought may not participate in a
determination under this subsection.

                  (c)    Sections  8.01  to  8.14 do not  affect the
corporation's power to pay or reimburse expenses incurred by a director or
officer in any of the following circumstances:

                           (1)      As a witness in a proceeding to which he or
she is not a party.

                           (2)      As a plaintiff or petitioner in a proceeding
because he or she is or was an employe, agent, director or officer of the
corporation.

         8.08.    Court-Ordered Indemnification.

                  (a)     Except as provided otherwise by written agreement
between the director or officer and the corporation, a director or officer who
is a party to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. Application shall
be made for an initial determination by the court under Section 8.05(a)(5) or
for review by the court of an adverse determination under Section 8.05(a) (1),
(2), (3), (4) or (6). After receipt of an application, the court shall give any
notice it considers necessary.

                  (b)      The court shall order indemnification if it
determines any of the following:

                           (1)      That the director or officer is entitled to
indemnification under Sections 8.01 or 8.02.

                           (2)      That the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, regardless of whether indemnification is required under Section
8.02.

                  (c)      If the court determines under (b) that the director
or officer is entitled to indemnification, the corporation shall pay the
director's or officer's expenses incurred to obtain the court-ordered
indemnification.

         8.09.    Indemnification and Allowance of Expenses of Employes and
Agents. The corporation shall indemnify an employe of the corporation who is not
a director or officer of the corporation, to the extent that he or she has been
successful on the merits or otherwise in defense of a proceeding, for all
reasonable expenses incurred in the proceeding if the employe was a party
because he or she was an employe of the corporation. In addition, the
corporation may indemnify and allow reasonable expenses of an employe or agent
who is not a director or officer of the corporation to the extent provided by
the Articles of Incorporation or these Bylaws, by general or specific action of
the Board of Directors or by contract.

         8.10. Insurance. The corporation may purchase and maintain insurance on
behalf of an individual who is an employe, agent, director or officer of the
corporation against liability asserted against or incurred by the individual in
his or her capacity as an employe, agent, director or officer, regardless of
whether the corporation is required or authorized to indemnify or allow expenses
to the individual against the same liability under Sections 8.01, 8.02, 8.06,
8.07 and 8.09.

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<PAGE>   19

         8.11.    Securities Law Claims.

                  (a)     Pursuant to the public policy of the State of
Wisconsin, the corporation shall provide indemnification and allowance of
expenses and may insure for any liability incurred in connection with a
proceeding involving securities regulation described under (b) to the extent
required or permitted under Sections 8.01 to 8.10.

                  (b)     Sections 8.01 to 8.10 apply, to the extent applicable
to any other proceeding, to any proceeding involving a federal or state statute,
rule or regulation regulating the offer, sale or purchase of securities,
securities brokers or dealers, or investment companies or investment advisers.

         8.12.    Liberal Construction. In order for the corporation to obtain
and retain qualified directors, officers and employes, the foregoing provisions
shall be liberally administered in order to afford maximum indemnification of
directors, officers and, where Section 8.09 of these Bylaws applies, employes.
The indemnification above provided for shall be granted in all applicable cases
unless to do so would clearly contravene law, controlling precedent or public
policy.

         8.13.    Definitions Applicable to this Article.  For purposes of this
Article:

                  (a)    "Affiliate" shall include, without limitation, any
corporation, partnership, joint venture, employe benefit plan, trust or other
enterprise that directly or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the corporation.

                  (b)    "Corporation" means this corporation and any domestic
or foreign predecessor of this corporation where the predecessor corporation's
existence ceased upon the consummation of a merger or other transaction.

                  (c)    "Director or officer" means any of the following:

                           (1)      An individual who is or was a director or
officer of this corporation.

                           (2)      An individual who, while a director or
officer of this corporation, is or was serving at the corporation's request as
a director, officer, partner, trustee, member of any governing or decision-
making committee, employe or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                           (3)      An individual who, while a director or
officer of this corporation, is or was serving an employe benefit plan because
his or her duties to the corporation also impose duties on, or otherwise involve
services by, the person to the plan or to participants in or beneficiaries of
the plan.

                           (4)      Unless the context requires otherwise, the
estate or personal representative of a director or officer.

         For purposes of this Article, 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, employe or agent of an affiliate
shall be so serving at the request of the corporation.

                  (d)    "Expenses" include fees, costs, charges,
disbursements, attorney fees and other expenses incurred in connection with a
proceeding.

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

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<PAGE>   20

                  (f)    "Party" includes an individual who was or is, or who
is threatened to be made, a named defendant or respondent in a proceeding.

                  (g)    "Proceeding" means any threatened, pending or
completed civil, criminal, administrative or investigative action, suit,
arbitration or other proceeding, whether formal or informal, which involves
foreign, federal, state or local law and which is brought by or in the right of
the corporation or by any other person.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.01.    Seal. The Board of Directors may provide a corporate seal
which may be circular in form and have inscribed thereon the name of the
corporation and the state of incorporation and the words "Corporate Seal." The
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise. Any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

         9.02.    Fiscal Year.  The fiscal year of the  corporation  shall be
fixed by resolution of the Board of Directors.

                                    ARTICLE X

                                   AMENDMENTS

         10.01.   By Shareholders. As provided in the Articles of Incorporation,
these Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the shareholders by the affirmative vote of the holders of at least
two-thirds (2/3) of the votes entitled to be cast thereon at any annual or
special meeting of shareholders of the corporation. If authorized by the
Articles of Incorporation, the shareholders may adopt or amend a Bylaw that
fixes a greater or lower quorum requirement or a greater voting requirement for
shareholders or voting groups of shareholders than otherwise is provided in the
Wisconsin Business Corporation Law. The adoption or amendment of a Bylaw that
adds, changes or deletes a greater or lower quorum requirement or a greater
voting requirement for shareholders must meet the same quorum requirement and be
adopted by the same vote and voting groups required to take action under the
quorum and voting requirement then in effect.

         10.02.   By Directors. Except as the Articles of Incorporation
may otherwise provide, these Bylaws may also be amended or repealed and new
Bylaws may be adopted by the Board of Directors by the vote provided in Section
3.08, but (a) no Bylaw adopted by the shareholders shall be amended, repealed or
readopted by the Board of Directors if the Bylaw so adopted so provides and (b)
a Bylaw adopted or amended by the shareholders that fixes a greater or lower
quorum requirement or a greater voting requirement for the Board of Directors
than otherwise is provided in the Wisconsin Business Corporation Law may not be
amended or repealed by the Board of Directors unless the Bylaw expressly
provides that it may be amended or repealed by a specified vote of the Board of
Directors. Action by the Board of Directors to adopt or amend a Bylaw that
changes the quorum or voting requirement for the Board of Directors must meet
the same quorum requirement and be adopted by the same vote required to take
action under the quorum and voting requirement then in effect, unless a
different voting requirement is specified as provided by the preceding sentence.
A Bylaw that fixes a greater or lower quorum requirement or a greater voting
requirement for shareholders or voting groups of shareholders than otherwise is
provided in the Wisconsin Business Corporation Law may not be adopted, amended
or repealed by the Board of Directors.

         10.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
Bylaws then in effect but is taken or authorized by a vote that would be
sufficient to amend the Bylaws so that the Bylaws would be consistent with such
action, shall be given the same effect as though the Bylaws had been temporarily
amended or suspended so far, but only so far, as is necessary to permit the
specific action so taken or authorized.

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