Amended 08/12/99 Board of Directors Meeting

                                     BY-LAWS
                                       of
                            BADGER PAPER MILLS, INC.
                                  A Corporation


                               ARTICLE I. Offices

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

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


                            ARTICLE II. Shareholders

         2.01 Annual Meeting.  The annual meeting of the  shareholders  shall be
held on the  second  Tuesday  in May in each year at 10:00  o'clock A. M., or at
such other time and date within  thirty days before or after said date as may be
fixed by or under the  authority of the Board of  Directors,  for the purpose of
electing  directors and for the  transaction  of such other business as may come
before the  meeting.  If the day fixed for the annual  meeting  shall be a legal
holiday  in the  State  of  Wisconsin,  such  meeting  shall be held on the next
succeeding  business day. If the election of directors  shall not be held on the
day designated  herein,  or fixed as herein provided,  for any annual meeting of
the shareholders,  or at any adjournment  thereof,  the Board of Directors shall
cause the election to be held at a special  meeting of the  shareholders as soon
thereafter as conveniently may be.

         2.02 Special  Meeting.  Special meetings of the  shareholders,  for any
purpose of purposes,  unless otherwise  prescribed by statute,  may be called by
the Chairman of the Board of  Directors,  the President or Board of Directors or
by the person  designated in the written  request of the holder of not less than
one-tenth of all shares of the corporation entitled to vote at the meeting.


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         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.  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
Peshtigo, Wisconsin, or such other suitable place in Marinette County, Wisconsin
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.

         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 ten (10) days nor
more than fifty (50) days before the meeting,  either  personally or by mail, by
or at the  direction  of the  President,  or the  Secretary,  or the  officer or
persons  calling  the  meeting.  If mailed,  such  notice  shall be deemed to be
delivered when deposited in the 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.

         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,  seventy (70) 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 ten
(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 seventy (70) days and, in case of a meeting of shareholders,  not less
than ten (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.  If no  record  date is  fixed  by the  Board  of  Directors  or by the
Wisconsin  Business  Corporation  Law  for  the  determination  of  shareholders
entitled to demand a special  meeting under Section 2.02,  the record date shall
be the date that the first shareholder signs the


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demand.  Except,  as provided by the Wisconsin  Business  Corporation  Law for a
court-ordered adjournment, a determination of shareholders entitled to notice of
and to vote at a meeting of shareholders is effective for an adjournment of such
meeting unless the Board of Directors fixes a new record date, which it shall do
if the  meeting is  adjourned  to a date more than 120 days after the date fixed
for the original meeting.

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

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


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         2.08  Conduct of Meetings.  The Chairman of the Board of Directors  or,
and in his absence,  the President,  and in his or her absence, a Vice-President
in the order  provided  under Section  4.06,  and in their  absence,  any person
chosen by the shareholders present shall call the meeting of the shareholders in
order  and  shall act as  Chairman  of the  meeting,  and the  Secretary  of the
corporation shall act as Secretary of all meetings of the  shareholders,  but in
the absence of the Secretary, the presiding officer may appoint any other person
to act as secretary of the meeting.

         2.09 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 or her 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,  her, or its proxy shall not of itself  constitute a  revocation.  No
proxy shall be valid after eleven months from the date of its execution,  unless
otherwise provided in the proxy. The Board of Directors shall have the power and
authority  to  make  rules  establishing  presumptions  as to the  validity  and
sufficiency of proxies.

         2.10 Voting of Shares.  There shall be no cumulative  voting of shares.
Each outstanding  share shall be entitled to one vote upon each matter submitted
to a vote at a meeting of shareholders.

         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  this  corporation,  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 a
         Personal Representative,  guardian, conservator, trustee in bankruptcy,
         receiver, or assignee for creditors may be voted by such holder, either
         in person or by proxy,  without a transfer of such shares into his, her
         or its name. Shares standing in the name of a fiduciary may be voted by
         such  fiduciary,  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  written notice to the Secretary


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         of this corporation that such manner of voting is expressly  prohibited
         or  otherwise   directed  by  the  document   creating  the   fiduciary
         relationship.

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

                  (d) Treasury Stock.  Treasury shares shall not be voted at any
         meeting or  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.

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

                  (g) Joint  Tenants.  Shares  registered in the names of two or
         more individuals who are named in the registration as joint tenants may
         be  voted  in  person  or by  proxy  signed  by any one or more of such
         individuals  if  either  (i) no  other  such  individual  or his  legal
         representative  is present and claims the right to  participate  in the
         voting of such shares or prior to the vote files with the  Secretary of
         the corporation a contrary written voting authorization or direction or
         written  denial of authority of the  individual  present or signing the
         proxy  proposed  to be voted,  or (ii) all such other  individuals  are
         decreased 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.


                         ARTICLE III. Board of Directors

         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 as  determined  from  time to time by the Board of
Directors, but shall not be less than five nor more than nine persons.

         3.02 Tenure and Qualifications. Each director shall be a stockholder of
the  corporation  but need not be a  resident  of the State of  Wisconsin.  Each
director  shall

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hold  office  for a term of three  years  according  to the Class to which  such
director  is elected  under this  Section  3.02,  until his or her prior  death,
resignation  or removal.  Any director may be removed from office by affirmative
vote of two-thirds of the  outstanding  shares entitled to vote for the election
of such director,  taken at a meeting of shareholders called for that purpose or
by the  affirmative  vote of  two-thirds  of the directors in office at the time
such vote is taken.  Any  director  may  resign at any time by filing his or her
written resignation with the Secretary of the corporation.

         The Board of Directors  shall be divided into three Classes which shall
have equal numbers of directors to the extent  practicable.  The initial term of
office of Class I shall  expire at the  annual  meeting of the  shareholders  in
1982;  the initial term of office of Class II shall expire at the annual meeting
of  shareholders  in 1983;  and the  initial  term of  office of Class III shall
expire at the annual meeting of shareholders in 1984. Each such Class shall have
a regular three-year term commencing at the expiration of the respective initial
terms. The current directors of the corporation hereby are designated members of
the classes as follows:

         Class I                  Class II                  Class III
         ---------------------------------------------------------------------
         Timothy M. Dempsey       Alvin O. Adrian           Bennie C. Burish
         Robert G. Schrank        Robert F. Ecker           Edwin A. Meyer, Jr.

         This Section 3.02 may not be amended,  altered or repealed  except upon
the affirmative  vote of two-thirds of the  outstanding  shares entitled to vote
upon such matters, taken at a meeting of shareholders called for that purpose.

         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 the shareholders,  and each adjourned  session thereof.  The place of
such  regular  meeting  shall be the same as the  place  of the  meeting  of the
shareholders which precedes it, or such other suitable place as may be announced
at such  meeting  of  shareholders.  The  Board of  Directors  also  shall  meet
regularly on the first Tuesday of February,  on the fourth Wednesday of July, on
the fourth Tuesday in October, and at such time and place as may be fixed by the
Chairman of the Board of Directors, in his absence, by the President.  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.

         3.04 Special  Meetings.  Special meetings of the Board of Directors may
be called by or at the request of the  Chairman of the Board of  Directors,  the
President,  Secretary,  or any two  directors.  The  Chairman,  the President or
Secretary  calling any  special  meeting 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 Peshtigo, Wisconsin.


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         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 telegraph or facsimile
to each director at his or her 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 three days prior thereto.  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 or  facsimile,  such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company and if by facsimile,  when transmission is made.  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.

         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  as
provided  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.

         3.07 Manner of Acting.  The act 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,  unless  the act of a  greater  number is  required  by law or by the
Articles of Incorporation or these by-laws.

         3.08 Conduct of Meetings. The Chairman of the Board of Directors or, in
his absence,  the President,  and in his or her absence, a Vice-President in the
order  provided by the Board of  Directors  and in their  absence,  any director
chosen by the directors  present,  shall call meetings of the Board of Directors
to order  and  shall  act as  Chairman  of the  meeting.  The  Secretary  of the
corporation  shall act as secretary  of all meetings of the Board of  Directors,
but in the  absence of the  Secretary,  the  presiding  officer  may appoint any
Assistant  Secretary or any director or other person present to act as Secretary
of the meeting.

         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 by either: the shareholders; the Board of Directors; or, if the directors
then remaining in office


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constitute fewer than quorum of the Board of Directors,  by the affirmative vote
of a majority of the directors remaining in office;  provided,  however, that if
such  vacancy  shall have been  created by removal of a director  by vote of the
shareholders,  the shareholders shall have the right to fill such vacancy at the
same meeting at which  removal was voted,  or any  adjournment  of that meeting.
Directors elected by the shareholders  under this Section 3.09 shall hold office
until the next annual meeting of  shareholders at which the term of the Class to
which they have been elected shall expire.

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

         3.11  Committees.  The Board of Directors by resolution  adopted by the
affirmative vote of a majority of all of the directors then in office may create
one or more  committees,  appoint  members of the Board of Directors to serve on
the committees and designate other members of the Board of Directors to serve as
alternates.  Each  committee  shall have two or more  members who shall,  unless
otherwise provided by the Board of Directors, serve at the pleasure of the Board
of  Directors.  A committee  may be  authorized to exercise the authority of the
Board of Directors, except that a committee may not do any of the following: (a)
authorize distributions;  (b) approve or propose to shareholders action that the
Wisconsin Business Corporation Law requires to be approved by shareholders;  (c)
fill  vacancies  on the Board of  Directors  or,  unless the Board of  Directors
provides by  resolution  that  vacancies  on a committee  shall be filled by the
affirmative vote of the remaining committee members, on any Board committee; (d)
amend the corporation's  Articles of Incorporation;  (3) adopt,  amend or repeal
by-laws; (f) approve a plan of merger not requiring  shareholder  approval;  (g)
authorize or approve  re-acquisition of shares, except according to a formula or
method  prescribed by the Board of  Directors;  and (h) authorize or approve the
issuance or sale or contract for sale of shares,  or determine  the  designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of  Directors  may  authorize a committee  to do so within
limits  prescribed  by the Board of  Directors  in  creating  the  committee,  a
committee may employ counsel,  accountants and other consultants to assist it in
the exercise of its authority.

         Audit Committee. There shall be an Audit Committee composed of not less
than three (3),  nor more than five (5)  members  of the Board of  Directors,  a
majority  of

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whom shall be directors who are not active officers of the corporation. It shall
be the duty of the Audit  Committee to  recommend to the Board of Directors  the
accounting  firm to be selected  by the Board,  or to be  recommended  by it for
shareholder  approval,  as independent  auditor of the corporation and to act on
behalf of the Board in meeting and reviewing with the  independent  auditors and
the  appropriate  corporate  officers  matters  relating to corporate  financial
reporting  and  accounting  procedures  and  policies,  adequacy  of  financial,
accounting,  and operating  controls,  and the scope of the respective audits of
the independent  auditors and of any internal  auditor of the  corporation.  The
Committee  shall review the results of such audits with the respective  auditing
agency  and  promptly  shall  report  thereon  to the  Board of  Directors.  The
Committee   additionally   shall   submit   to  the  Board  of   Directors   any
recommendations  it may  have  from  time  to time  with  respect  to  financial
reporting and accounting practices and policies and financial,  accounting,  and
operation controls and safeguards.

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

         3.13 Telephonic Meetings. Except as provided by this by-law, 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 by a quorum of the Board of  Directors  at a telephonic
meeting or other meeting utilizing electronic communication of all participating
directors:

                           are informed  that a meeting is taking place at which
                  official business may be transacted;

                           simultaneously   may  hear  each  other   during  the
                  meeting;

                           immediately  is able to send  messages  to all  other
                  participating directors; and

                           if all communication  during the meeting  immediately
                  is transmitted to each participating director.

         No meeting of the Board of Directors  held  pursuant to this by-law may
vote upon a plan of merger of shares exchange;  or to sell,  lease,  exchange or
otherwise  dispose of  substantial  property  or assets of the  corporation;  to
dissolve voluntarily or to revoke voluntary dissolution proceedings;  or to file
for bankruptcy.

         3.14  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 or she is a


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member at which  action on any  corporate  matter is taken  shall be presumed to
have  assented to the action taken unless his or her dissent shall be entered in
the  minutes of the  meeting  or unless he or she shall file his or her  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.

                              ARTICLE IV. Officers

         4.01  Number.  The  principal  officers of the  corporation  shall be a
President, not more than five Vice-Presidents, a Secretary and a Treasurer, each
of whom shall be  elected by the Board of  Directors.  Such other  officers  and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of  Directors.  Any two or more  offices  may be held by the same  person,
except the offices of the President and Secretary,  and the offices of President
and Vice-President.

         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 or her  successor  shall have been
duly elected or until his or her prior death, resignation or removal.

         4.03  Resignation;  Removal.  Any  officer  may  resign  at any time by
delivering written notice to an officer of the corporation.  A resignation shall
be effective  when delivered  unless the notice  specifies a later date which is
accepted by the corporation. Any officer or agent may be removed by the Board of
Directors  whenever in its judgment the best interest 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.

         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.

         4.05 Chairman of the Board.  The Chairman of the Board,  subject to the
control  of the  Board  of  Directors,  shall  supervise  the  President  and be
responsible,  through the President,  for the control of all of the business and
affairs of the  corporation.  In the absence of the President or in the event of
his or her death, inability or refusal to act, or in the event for any reason it
shall be impractical  for the President to act, he or she shall have  continuing
general powers of supervision and management of the  corporation.  When present,
he or she shall preside at all meetings of the  shareholders and of the Board of
Directors.  He or she shall see that all  resolutions and orders of the Board of


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Directors  and its  committees  are carried  into  effect.  He or she 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 ordinary  business of the  corporation,  or which shall be  authorized by
resolution of the Board of Directors.  Except as otherwise provided by law or by
the  Board of  Directors,  he or she  also  may  authorize  the  President,  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 have the powers of  supervision of the business of the
corporation.

         4.06 President.  The President,  subject to the control of the Board of
Directors and the  supervision of the Chairman of the Board,  shall exercise the
general  management  and control of the business of the  corporation.  He or she
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 or she
shall deem necessary, to prescribe their powers, duties and compensation, and to
delegate  authority to them.  Such agents and employees shall hold office at the
discretion of the  President.  The  President  shall have the 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  ordinary
business of the  corporation,  or which shall be authorized by resolution of the
Board  of  Directors.  Except  as  otherwise  provided  by law or the  Board  of
Directors,  the President may authorize any  Vice-President or any 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 have all
the powers  and duties  usually  vested in the  office of the  President  of the
corporation.

         4.07 The  Vice-Presidents.  In the absence of the President,  or in the
event of 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 assign to him or her 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 or her
authority to act in the stead of the President.

         4.08 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


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purpose;  (b) see that all  notices  are  fully  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 the seal of
the  corporation is affixed to all documents the execution of which on behalf of
the corporation under this seal is duly authorized;  (d) keep or arrange for the
keeping of a register of the post office  addresses  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 an exercise such  authority as from time to
time may be delegated or assigned to him or her by the President or by the Board
of Directors.

         4.09 The Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation;  (b) receive
and give receipts for money due and payable to the  corporation  from any source
whatsoever,  and deposit all such moneys in the name of the  corporation in such
banks,  trust companies or other depositaries as shall be selected in accordance
with the  provisions  of Section  5.04;  and (c) in general  perform  all of the
duties  incident  to the  office of  Treasurer  and have such  other  duties and
exercise such other  authority as from time to time may be delegated or assigned
to him or her by the President, or by the Board of Directors. If required by the
Board of Directors,  the Treasurer shall give a bond for the faithful  discharge
of his or her duties in such sum and with such  surety or  sureties as the Board
of Directors shall determine.

         4.10 Assistant  Secretaries  and Assistant  Treasurers.  There shall be
such number of Assistant  Secretaries  and Assistant  Treasurers as the Board of
Directors may from time to time  authorize.  The Assistant  Secretaries may sign
with  the  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.

         4.11 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 which
he or  she is so  appointed  to be  assistant,  or


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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.

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

         4.13 Chief Executive Officer and Chief Operating  Officer.  At the time
the Board of  Directors  elects the  officers  of the  corporation  at its first
meeting held after each annual meeting of the Shareholders, the Board shall also
name the  officers  who shall in  addition  to his or her office  hold the title
Chief Executive Officer and Chief Operating Officer. The officers shall hold the
title of Chief  Executive  Officer and Chief  Operating  Officer  until the next
election  of  officers or until his or her  successor  shall be duly  elected or
until his or her prior death, resignation or removal.


                    ARTICLE V. Contracts, Loans, Checks, and
                      Deposits; Special Corporate Accounts

         5.01  Contracts.  The Board of Directors  may  authorize any officer or
officers,  agent or agents, to enter into any contract or execute or deliver any
instrument  in  the  name  of  and  on  behalf  of  the  corporation,  and  such
authorization may be general or confined to specific  instances.  In the absence
of other  designation,  all deeds,  mortgages and  instruments  of assignment or
pledge made by the corporation  shall be executed in the name of the corporation
by  the  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.

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

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


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<PAGE>
Amended 08/12/99 Board of Directors Meeting


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

         5.05 Voting of Securities Owned by This Corporation.  Subject always to
the  specific  directions  of the Board of  Directors,  (a) any  shares or other
securities  issued by any other  corporation  and  owned or  controlled  by this
corporation  may be voted at any  meeting  of  security  holders  of such  other
corporation by the President of this  corporation,  if he be present,  or in his
absence by the Treasurer of this corporation,  and (b) whenever, in the judgment
of the President,  or in his absence,  the  Treasurer,  it is desirable for this
corporation  to execute a proxy or  written  consent in respect to any shares or
other securities  issued by any other corporation and owned by this corporation,
such proxy or consent shall be executed in the name of this  corporation  by the
President,  or the Treasurer of the 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.

         5.06  Indemnification.  Indemnification  by the  corporation  shall  be
provided   pursuant  to  Wisconsin   Statute  Section  180.0859  et.  seq.  Such
indemnification shall be provided to directors,  officers, employees, and agents
of the corporation.  Directors and officers eligible for  indemnification  shall
include:

         (a)      A natural  person who is or was a  director  or officer of the
                  corporation.

         (b)      A natural  person  who,  while a  director  or  officer of the
                  corporation   is  or  was   serving  at  the  request  of  the
                  corporation as a director,  officer,  partner, trustee, member
                  of any  governing or decision  making  committee,  employee or
                  agent  of  another   corporation   or   foreign   corporation,
                  partnership, joint venture, trust or other enterprise.

         (c)      A natural  person  who,  while a  director  or  officer of the
                  corporation,  is or  was  serving  an  employee  benefit  plan
                  because  his or her  duties to the  corporation  also  imposed
                  duties on, or  otherwise  involved  services by, the person to
                  the plan or to participants in or beneficiaries of the plan.

         (d)      And,  unless the  context  requires  otherwise,  the estate or
                  personal representative of a director or officer.


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<PAGE>
Amended 08/12/99 Board of Directors Meeting


         The corporation shall indemnify a director,  officer, employee or agent
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,  officer, employee, or agent was a party because he or she is a
member or officer of the corporation.

         In cases not included under the above paragraph,  the corporation shall
indemnify a director,  officer,  employee or agent against liability incurred by
that person in a proceeding  to which that person was a party  because he or she
is or was a director,  officer,  employee,  or agent of the corporation,  unless
liability was incurred  because that person breached or failed to perform a duty
he or she  owed  to the  corporation  and  the  breach  or  failure  to  perform
constitutes any of the following:

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

         (b)      A violation of criminal law unless the person had a reasonable
                  cause  to  believe  his  or  her  conduct  was  lawful  or  no
                  reasonable cause to believe his or her conduct was unlawful.

         (c)      A  transaction  from  which the  person  derived  an  improper
                  personal profit.

         (d)      Willful misconduct.

         For purposes of this  Article,  "expenses"  shall be defined to include
fees, costs, charges, disbursements,  attorneys fees and other expenses incurred
in connection with the proceeding.  "Liability"  includes an obligation to pay a
judgment,  settlement,  penalty,  assessment,  forfeiture or fine,  including an
excess tax assessment  with respect to an employee  benefit plan, and reasonable
expenses.  "Party"  includes a natural  person who was, or is  threatened  to be
made, a named  defendant or respondent in a proceeding.  "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.

         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.

         The director, officer, employee, or agent seeking indemnification shall
select  one of  the  following  means  for  determining  his  or  her  right  to
indemnification:


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<PAGE>
Amended 08/12/99 Board of Directors Meeting


         (a)      By a  majority  vote of a quorum  of the  Board  of  Directors
                  consisting of directors not at the time parties to the sale or
                  related  proceedings.  If a quorum of disinterested  directors
                  cannot be  obtained,  by  majority  vote of a  committee  duly
                  appointed by the Board of Directors and  consisting  solely of
                  two or more  directors  not at the same 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.

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

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

         (d)      By an  affirmative  vote of shares as  provided  in  Wisconsin
                  Statutes Sections 180.0725 through 180.0727.  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.

         (e)      By a Court under Wisconsin Statutes Section 180.0854.

         (f)      By any other method  provided for and any additional  right to
                  indemnification  permitted  under Wisconsin  Statutes  Section
                  180.0858.

         Upon  written  request  by a person who is a party to a  proceeding,  a
corporation  may pay or reimburse his or her reasonable  expenses as incurred if
the person  provides the  corporation  with a written  affirmation of his or her
good faith belief that he or she has not reached or failed to perform his or her
duties to the  corporation.  A bond or undertaking need not be required prior to
the advancement of such expenses.

         Indemnification  additional  to that set forth in this  Article  may be
provided by resolution of the Board of Directors except as restricted by law.


             ARTICLE VI. Certificates for Shares and Their Transfer


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<PAGE>
Amended 08/12/99 Board of Directors Meeting


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

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

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

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

         6.05 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) files  with the  corporation  a  sufficient
indemnity bond, and (c) satisfies such other  reasonable  requirements as may be
prescribed by or under the authority of the Board of Directors.

         6.06  Consideration  for Shares.  The shares of the  corporation may be
issued for such  consideration  as shall be fixed from time to time by the Board
of Directors. The consideration to be paid for shares may be paid in whole or in
part,  in money,  in other


                                       17
<PAGE>
Amended 08/12/99 Board of Directors Meeting


property, tangible or intangible, or in labor or services actually performed for
the corporation.  When payment of the  consideration  for which shares are to be
issued shall have been received by the corporation,  such shares shall be deemed
to be fully paid and  nonassessable by the corporation.  No certificate shall be
issued for any share until such share is fully paid.

         6.07 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.

                  ARTICLE VII. Mergers, Consolidations, Sales,
                       Reorganizations of the Corporation

         Except as  otherwise  expressly  provided in this  Article VII: (i) any
merger or consolidation  of the corporation with or into any other  corporation;
or (ii) any sale,  lease,  exchange or other disposition of all or substantially
all of the assets of the corporation to, or with any other  corporation,  person
or other entity,  shall require the affirmative  vote of the holders of at least
two-thirds of the outstanding  shares of capital stock of the corporation issued
and  outstanding  and  entitled  to  vote  if,  as of the  record  date  for the
determination  of  shareholders  entitled to notice thereof and to vote thereon,
such other  corporation,  person or entity is the beneficial owner,  directly or
indirectly,  of five percent or more of the outstanding  shares of capital stock
of the corporation issued and outstanding and entitled to vote.

         This  provision of this Article VII shall not apply to any  transaction
described in clauses (i) or (ii) of this Article,  (a) with another  corporation
person  or  other  entity  if the  Board  of  Directors  of the  corporation  by
resolution  shall have  approved a memorandum of  understanding  with such other
corporation, person or other entity with respect to and substantially consistent
with such transaction prior to the time such other corporation,  person or other
entity became the  beneficial  owner,  directly or indirectly of five percent or
more of the outstanding  shares of capital stock of the corporation  entitled to
vote; or (b) which has been approved by  resolution  unanimously  adopted by the
whole  Board  of  Directors  of  the  corporation  at  any  time  prior  to  the
consummation thereof.

         For the purpose of this  Article  VII, a  corporation,  person or other
entity  shall be deemed to be the  beneficiary  owner of any  shares of  capital
stock of the corporation  (i) which it has the right to acquire  pursuant to any
agreement,  or upon  exercise of  conversion  rights,  warrants  or options,  or
otherwise,  or  (ii)  which  are  beneficially  owned,  directly  or  indirectly
[including  shares  deemed  owned  through  application  of  clause  (i) of this
paragraph above], by any other  corporation,  person or entity (a) with which it
or its  "affiliate"  or  Associate"  (as  reference  below)  has any  agreement,
arrangement or understanding  for the purpose of acquiring,  holding,  voting or
disposing of capital stock of the corporation or (b) which is its "affiliate" or
"Associate"  as those terms were


                                       18
<PAGE>
Amended 08/12/99 Board of Directors Meeting


defined in Rule 12b-2 of the General Rules and Regulations  under the Securities
Exchange  Act of 1934 as in effect on April 21,  1981.  For the purposes of this
Article VII, the outstanding  shares of capital stock of the  corporation  shall
include  shares deemed owned through the  application of clauses (i) and (ii) of
this  paragraph  but shall not  include any other  shares  which may be issuable
pursuant to any agreement,  or upon exercise of conversion  rights,  warrants or
options, or otherwise.

         The Board of Directors of the corporation shall have the power and duty
to determine  for the  purposes of this Article VII on the basis of  information
then  known  to  it,  whether  (a)  any  corporation,  person  or  other  entity
beneficially  owns,   directly  or  indirectly  five  percent  or  more  of  the
outstanding shares of capital stock of the corporation entitled to vote; (b) any
sale  lease,  exchange  or  other  disposition  of  part  of the  assets  of the
corporation;  and (c) the  memorandum  of  understanding  referred  to  above is
substantially  consistent  with the  transaction  to which it relates.  Any such
determination  by the Board shall be conclusive  and binding for all purposes of
this Article VII.

         This  Article  VII  may  not be  amended  or  rescinded  except  by the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of capital stock of the corporation  issued and outstanding and entitled to vote
at any regular meeting of the shareholders, if notice of the proposed alteration
or amendment be contained in the notice of the meeting.


            ARTICLE VIII. Reports Concerning Mergers or Acquisitions

         If the corporation  shall receive from any person or entity any written
notice of an intention to acquire the corporation or all, or substantially  all,
of its  assets,  or to merge  the  corporation  into such  entity or a  business
organization  associated  with such  person or  entity,  the Board of  Directors
promptly  shall  review  and assess  the  social  and  economic  effects of such
intended  acquisition or merger.  The review and assessment  shall include,  but
shall not be limited to, the effects on shareholders,  the effects on employees,
including their health and safety, and the effects on customers and suppliers of
the corporation on the Peshtigo  community and the  environment.  The review and
assessment  shall be completed  within ninety days of receipt by the corporation
of such written  notice of intent to acquire or merge.  A written report of such
review  and  assessment  shall  be  prepared  and  distributed  promptly  to the
shareholders.

         This  Article  VIII  may not be  amended  or  rescinded  except  by the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of capital stock of the corporation  issued and outstanding and entitled to vote
at any regular or special meeting of the shareholders, if notice of the proposed
alteration or amendment be contained in the notice of the meeting.


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                                ARTICLE IX. Seal

         9.01 The Board of Directors  shall 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."


                              ARTICLE X. Amendments

         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,
except as otherwise provided by any By-Law.

         10.02 By  Directors.  These  By-Laws  also may 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 bye By-Law so adopted  provides
for altering amendment or repeal only upon the vote of the shareholders.

         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 be
taken or authorized.

         10.04 Procedures for Shareholder Amendments and Nominations.  Proposals
by shareholders  for amendment of these By-Laws or the Articles of Incorporation
of the  corporation,  and nominations by shareholders of directors for the Board
of Directors,  shall be made by notice in writing,  delivered or mailed by first
class United States mail,  postage prepaid,  to the Secretary of the corporation
not less than 120 days  prior to the date of  release  of annual  meeting  proxy
materials  tot he  shareholders.  The  date of  release  for any  year  shall be
scheduled to provide the same period of notice to  shareholders  as was provided
to them for the next preceding annual shareholders meeting;  provided,  however,
that if a special  meeting of shareholders is called for any purpose such notice
shall be delivered or mailed to the Secretary, as prescribed, not later than the
seventh  day  following  the day on which  notice of such  meeting was mailed to
shareholders.


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         10.05  Procedures  for  Amendments  and  Nominations  by the  Board  of
Directors.  Notice of proposals by the Board of Directors for Amendment of these
By-Laws or the Articles of  Incorporation of the Corporation  where  shareholder
approval is required by these By-Laws or by the Articles of  Incorporation,  and
nominations of directors by the Board of Directors  shall be made by affirmative
vote of the number of  directors  present at any meeting at which a quorum is in
attendance, except as otherwise provided by these By-Laws.

         10.06  Form of Notices of Amendments and Nominations.

         (a)      Each  notice  of a  proposal  to amend  these  By-Laws  or the
                  Articles of Incorporation  of the corporation  shall set forth
                  the  exact  wording  of the  proposed  amendment  and a  brief
                  explanation of the purpose and possible effect of the proposed
                  amendment.

         (b)      Each  notice  of  nomination  of a  director  to the  Board of
                  Directors shall set forth: (i) the name, age, business address
                  and, if known,  residence address of such nominee; (ii) his or
                  her principal  occupation or  employment;  (iii) the number of
                  shares of stock of the corporation owned by such nominee;  and
                  (iv) a brief  statement of such other facts as may be relevant
                  to the  election of such  nominee to the Board of Directors of
                  the corporation.

         (c)      If the corporation  shall oppose any proposal  received from a
                  shareholder  for amendment of these By-Laws or the Articles of
                  Incorporation,  or for  nomination  of a  director,  upon  the
                  request of the  shareholder  it shall include in the notice of
                  such  proposal a statement by the  proponent in support of the
                  proposal. Any such statement shall be limited to not more than
                  200 words unless the Board of Directors otherwise provides.

         10.07 Action on Defective Proposals and Nominations. If the Chairman of
any meeting of the  shareholders  at which a proposal to amend these  By-Laws or
the  Articles  of  Incorporation  of the  corporation,  or the  nomination  of a
director  to the  Board of  Directors,  is to be  considered  for  action  shall
determine  that such proposal or nomination  has not been made  according to the
procedures prescribed by these By-Laws it shall be so stated to such meeting and
the said  proposal  or  nomination  shall not be  considered  for action at that
meeting or any adjournment thereof.


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