01/01/02
                                                                        --------
                                     BY-LAWS
                                       OF
                               BANTA CORPORATION
                            -------------------------
                            (a Wisconsin corporation)


                               ARTICLE I. OFFICES

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

          1.02. Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors. 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 of the
corporation (the "Annual Meeting") shall be held on the second Tuesday in the
month of April of each year, at the hour of two (2) o'clock p.m. (local time),
or at such other time and 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 properly come before the Annual
Meeting in accordance with Section 2.13 of these by-laws. 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, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders (a "Special Meeting") as soon thereafter as conveniently may be. In
fixing a meeting date for any Annual Meeting, the Board of Directors may
consider such factors as it deems relevant within the good faith exercise of its
business judgment.

          2.02.    Special Meetings.

          (a) A Special Meeting may be called only by (i) the Chairman of the
Board, (ii) the Chief Executive Officer or (iii) the Board of Directors and
shall be called by the Chairman of the Board or the Chief Executive Officer upon
the demand, in accordance with this Section 2.02, of the holders of record of
shares representing at least 10% of all the votes entitled to be cast on any
issues proposed to be considered at the Special Meeting.


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          (b) In order that the corporation may determine the shareholders
entitled to demand a Special Meeting, the Board of Directors may fix a record
date to determine the shareholders entitled to make such a demand (the "Demand
Record Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than 10 days after the date upon which the resolution
fixing the Demand Record Date is adopted by the Board of Directors. Any
shareholder of record seeking to have shareholders demand a Special Meeting
shall, by sending written notice to the Secretary of the corporation by hand or
by certified or registered mail, return receipt requested, request the Board of
Directors to fix a Demand Record Date. The Board of Directors shall promptly,
but in all events within 10 days after the date on which a valid request to fix
a Demand Record Date is received, adopt a resolution fixing the Demand Record
Date and shall make a public announcement of such Demand Record Date. If no
Demand Record Date has been fixed by the Board of Directors within 10 days after
the date on which such request is received by the Secretary, the Demand Record
Date shall be the 10th day after the first day on which a valid written request
to set a Demand Record Date is received by the Secretary. To be valid, such
written request shall set forth the purpose or purposes for which the Special
Meeting is to be held, shall be signed by one or more shareholders of record (or
their duly authorized proxies or other representatives), shall bear the date of
signature of each such shareholder (or proxy or other representative) and shall
set forth all information about each such shareholder and about the beneficial
owner or owners, if any, on whose behalf the request is made that would be
required to be set forth in a shareholder's notice described in paragraph
(a)(ii) of Section 2.13 of these by-laws.

          (c) In order for a shareholder or shareholders to demand a Special
Meeting, a written demand or demands for a Special Meeting by the holders of
record as of the Demand Record Date of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be considered at the
Special Meeting must be delivered to the corporation. To be valid, each written
demand by a shareholder for a Special Meeting shall set forth the specific
purpose or purposes for which the Special Meeting is to be held (which purpose
or purposes shall be limited to the purpose or purposes set forth in the written
request to set a Demand Record Date received by the corporation pursuant to
paragraph (b) of this Section 2.02, shall be signed by one or more persons who
as of the Demand Record Date are shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of signature
of each such shareholder (or proxy or other representative), and shall set forth
the name and address, as they appear in the corporation's books, of each
shareholder signing such demand and the class or series and number of shares of
the corporation which are owned of record and beneficially by each such
shareholder, shall be sent to the Secretary by hand or by certified or
registered mail, return receipt requested, and shall be received by the
Secretary within 70 days after the Demand Record Date.

          (d) The corporation shall not be required to call a Special Meeting
upon shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 2.02, the Secretary receives a written agreement
signed by each Soliciting Shareholder (as defined herein), pursuant to which
each Soliciting Shareholder, jointly and severally, agrees to pay the
corporation's costs of holding the Special Meeting, including the costs of
preparing and mailing proxy materials for the corporation's own solicitation,
provided that if each of the resolutions introduced by any Soliciting
Shareholder at such meeting is adopted, and each of the individuals nominated by
or on behalf of any Soliciting Shareholder for election as director at such
meeting is elected, then the


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Soliciting Shareholders shall not be required to pay such costs. For purposes of
this paragraph (d), the following terms shall have the meanings set forth below:

          (i) "Affiliate" of any Person shall mean any Person controlling,
     controlled by or under common control with such first Person.

          (ii) "Participant" shall have the meaning assigned to such term in
     Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act").

          (iii) "Person" shall mean any individual, firm, corporation,
     partnership, joint venture, association, trust, unincorporated organization
     or other entity.

          (iv) "Proxy" shall have the meaning assigned to such term in Rule
     14a-1 promulgated under the Exchange Act.

          (v) "Solicitation" shall have the meaning assigned to such term in
     Rule 14a-11 promulgated under the Exchange Act.

          (vi) "Soliciting Shareholder" shall mean, with respect to any Special
     Meeting demanded by a shareholder or shareholders, any of the following
     Persons:

               (A) if the number of shareholders signing the demand or demands
          for a meeting delivered to the corporation pursuant to paragraph (c)
          of this Section 2.02 is 10 or fewer, each shareholder signing any such
          demand;

               (B) if the number of shareholders signing the demand or demands
          for a meeting delivered to the corporation pursuant to paragraph (c)
          of this Section 2.02 is more than 10, each Person who either (I) was a
          Participant in any Solicitation of such demand or demands or (II) at
          the time of the delivery to the corporation of the documents described
          in paragraph (c) of this Section 2.02, had engaged or intended to
          engage in any Solicitation of Proxies for use at such Special Meeting
          (other than a Solicitation of Proxies on behalf of the corporation);
          or

               (C) any Affiliate of a Soliciting Shareholder, if a majority of
          the directors then in office determine, reasonably and in good faith,
          that such Affiliate should be required to sign the written notice
          described in paragraph (c) of this Section 2.02 and/or the written
          agreement described in this paragraph (d) in order to prevent the
          purposes of this Section 2.02 from being evaded.

          (e) Except as provided in the following sentence, any Special Meeting
shall be held at such hour and day as may be designated by whichever of the
Chairman of the Board, the Chief Executive Officer or the Board of Directors
shall have called such meeting. In the case of any Special Meeting called by the
Chairman of the Board or the Chief Executive Officer upon the demand of
shareholders (a "Demand Special Meeting"), such meeting shall be held at such
hour and day as may


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<PAGE>

be designated by the Board of Directors; provided, however, that the date of any
Demand Special Meeting shall be not more than 70 days after the Meeting Record
Date (as defined in Section 2.05 of these by-laws); and provided further that in
the event that the directors then in office fail to designate an hour and date
for a Demand Special Meeting within 10 days after the date that valid written
demands for such meeting by the holders of record as of the Demand Record Date
of shares representing at least 10% of all the votes entitled to be cast on any
issue proposed to be considered at the Special Meeting are delivered to the
corporation (the "Delivery Date"), then such meeting shall be held at 2:00 p.m.
(local time) on the 100th day after the Delivery Date or, if such 100th day is
not a Business Day (as defined below), on the first preceding Business Day. In
fixing a meeting date for any Special Meeting, the Chairman of the Board, the
Chief Executive Officer or the Board of Directors may consider such factors as
he or it deems relevant within the good faith exercise of his or its business
judgment, including, without limitation, the nature of the action proposed to be
taken, the facts and circumstances surrounding any demand for such meeting, and
any plan of the Board of Directors to call an Annual Meeting or a Special
Meeting for the conduct of related business.

          (f) The corporation may engage nationally or regionally recognized
independent inspectors of elections to act as an agent of the corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the corporation
until the earlier of (i) 5 Business Days following receipt by the Secretary of
such purported demand and (ii) such date as the independent inspectors certify
to the corporation that the valid demands received by the Secretary represent at
least 10% of all the votes entitled to be cast on each issue proposed to be
considered at the Special Meeting. Nothing contained in this paragraph shall in
any way be construed to suggest or imply that the Board of Directors or any
shareholder shall not be entitled to contest the validity of any demand, whether
during or after such 5 Business Day period, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto).

          (g) For purposes of these by-laws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Wisconsin are authorized or obligated by law or executive order to
close.

          2.03. Place of Meeting. The Board of Directors, the Chairman of the
Board or the Chief Executive Officer 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, or for any postponement thereof. If no designation
is made, the place of meeting shall be the principal business office of the
corporation in the State of Wisconsin. Any meeting may be adjourned to reconvene
at any place designated by vote of the Board of Directors or by the Chairman of
the Board or the Chief Executive Officer.

          2.04. Notice of Meeting. Written notice stating the place, day and
hour of any Annual Meeting or Special Meeting shall be delivered not less than
10 (unless a longer period is required by the Wisconsin Business Corporation
Law) nor more than 70 days before the date of such meeting, either personally or
by mail, by or at the direction of the Secretary, to each shareholder of record
entitled to vote at such meeting and to other shareholders as may be required by
the Wisconsin


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<PAGE>

Business Corporation Law. In the event of any Demand Special Meeting, such
notice of meeting shall be sent not more than 30 days after the Delivery Date.
If mailed, notice pursuant to this Section 2.04 shall be deemed to be effective
when deposited in the United States mail, addressed to each shareholder at his
or her address as it appears on the stock record books of the corporation, with
postage thereon prepaid. Unless otherwise required by the Wisconsin Business
Corporation Law, a notice of an Annual Meeting need not include a description of
the purpose for which the meeting is called. In the case of any Special Meeting,
(a) the notice of meeting shall describe any business that the Board of
Directors shall have theretofore determined to bring before the meeting and (b)
in the case of a Demand Special Meeting, the notice of meeting (i) shall
describe any business set forth in the statement of purpose of the demands
received by the corporation in accordance with Section 2.02 of these by-laws and
(ii) shall contain all of the information required in the notice received by the
corporation in accordance with Section 2.13(b) of these by-laws. If an Annual
Meeting or Special Meeting is adjourned to a different date, time or place, the
corporation shall not be required to give notice of the new date, time or place
if the new date, time or place is announced at the meeting before adjournment;
provided, however, that if a new Meeting Record Date for an adjourned meeting is
or must be fixed, the corporation shall give notice of the adjourned meeting to
persons who are shareholders as of the new Meeting Record Date.

          2.05. Fixing of Record Date. The Board of Directors may fix in advance
a date not less than 10 days and not more than 70 days prior to the date of any
Annual Meeting or Special Meeting as the record date for the determination of
shareholders entitled to notice of, or to vote at, such meeting (the "Meeting
Record Date"). In the case of any Demand Special Meeting, (i) the Meeting Record
Date shall be not later than the 30th day after the Delivery Date and (ii) if
the Board of Directors fails to fix the Meeting Record Date within 30 days after
the Delivery Date, then the close of business on such 30th day shall be the
Meeting Record Date. The shareholders of record on the Meeting Record Date shall
be the shareholders entitled to notice of and to vote at the meeting. 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 any Annual Meeting or Special Meeting is effective for any adjournment of
such meeting unless the Board of Directors fixes a new Meeting Record Date,
which it shall do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting. The Board of Directors may also fix in
advance a date as the record date for the purpose of determining shareholders
entitled to take any other action or determining shareholders for any other
purpose. Such record date shall be not more than 70 days prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken. The record date for determining shareholders entitled to a
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares) or a share dividend is the date
on which the Board of Directors authorizes the distribution or share dividend,
as the case may be, unless the Board of Directors fixes a different record date.

          2.06. Shareholder Lists. After a Meeting Record Date has been fixed,
the corporation shall prepare a list of the names of all of the shareholders
entitled to notice of the meeting. The list shall be arranged by class or series
of shares, if any, and show the address of and number of shares held by each
shareholder. Such list shall be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder or his or her agent may,
on


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<PAGE>

written demand, inspect and, subject to the limitations imposed by the Wisconsin
Business Corporation Law, copy the list, during regular business hours and at
his or her expense, during the period that it is available for inspection
pursuant to this Section 2.06. The corporation shall make the shareholders' list
available at the meeting and any shareholder or his or her agent or attorney may
inspect the list at any time during the meeting or any adjournment thereof.
Refusal or failure to prepare or make available the shareholders' list shall not
affect the validity of any action taken at a meeting of shareholders.

          2.07. Quorum and Voting Requirements; Postponements; Adjournments.

          (a) Shares entitled to vote as a separate voting group may take action
on a matter at any Annual Meeting or Special Meeting only if a quorum of those
shares exists with respect to that matter. If the corporation has only one class
of stock outstanding, such class shall constitute a separate voting group for
purposes of this Section 2.07. Except as otherwise provided in the Articles of
Incorporation, any by-law adopted under authority granted 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
any Annual Meeting or Special 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 Meeting 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, any by-law adopted
under authority granted in 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, directors shall be elected
by a plurality of the votes cast by the shares entitled to vote in the election
of directors at any Annual Meeting or Special Meeting at which a quorum is
present. For purposes of this Section 2.07(a), "plurality" means that the
individuals with the largest number of votes are elected as directors up to the
maximum number of directors to be chosen at the Annual Meeting or Special
Meeting.

          (b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however, that a Demand Special Meeting shall not be postponed beyond the 100th
day following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution of shareholders if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such meeting, by
the Chairman of the Board or pursuant to resolution of the Board of Directors.
No notice of the time and place of adjourned meetings need be given except as
required by the Wisconsin Business Corporation Law. At any 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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<PAGE>

          2.08. Conduct of Meetings. The Chairman of the Board, and in his
absence the Chief Executive Officer, shall call any Annual Meeting or Special
Meeting to order and shall act as chairman of such meeting. In the absence of
the Chairman of the Board and the Chief Executive Officer, such duties shall be
performed by the President. In the absence of the Chairman of the Board, the
Chief Executive Officer and the President, such duties shall be performed by a
Vice-President in the order provided under Section 4.07, or in their absence, by
any person chosen by the shareholders present. The Secretary of the corporation
shall act as secretary of all Annual Meetings and Special Meetings, 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 any Annual Meeting or Special Meeting, a shareholder
entitled to vote may vote in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for the shareholder by signing an appointment
form, either personally or by his or her attorney-in-fact. An appointment of a
proxy is effective when received by the Secretary or other officer or agent of
the corporation authorized to tabulate votes. An appointment is valid for eleven
months from the date of its signing unless a different period is expressly
provided in the appointment form. 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. Each outstanding share shall be entitled to
one vote upon each matter submitted to a vote at any Annual Meeting or Special
Meeting except to the extent that the voting rights of the shares of any class
or classes are enlarged, limited or denied by the Articles of Incorporation or
the Wisconsin Business Corporation Law.

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

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

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

          (c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.


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<PAGE>

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

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

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

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

          2.13. Notice of Shareholder Business and Nomination of Directors.

          (a) Annual Meetings.

          (i) Nominations of persons for election to the Board of Directors of
     the corporation and the proposal of business to be considered by the
     shareholders may be made at an Annual Meeting (A) pursuant to the
     corporation's notice of meeting, (B) by or at the direction of the Board of
     Directors or (C) by any shareholder of the corporation who is a shareholder
     of record at the time of giving of notice provided for in this by-law and
     who is entitled to vote at the meeting and complies with the notice
     procedures set forth in this Section 2.13.

          (ii) For nominations or other business to be properly brought before
     an Annual Meeting by a shareholder pursuant to clause (C) of paragraph
     (a)(i) of this Section 2.13, the shareholder must have given timely notice
     thereof in writing to the Secretary of the corporation. To be timely, a
     shareholder's notice shall be received by the Secretary of the corporation
     at the principal executive offices of the corporation not less than 60 days
     nor more than 90 days prior to the second Tuesday in the month of


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<PAGE>

     April; provided, however, that in the event that the date of the Annual
     Meeting is advanced by more than 30 days or delayed by more than 60 days
     from the second Tuesday in the month of April, notice by the shareholder to
     be timely must be so received not earlier than the 90th day prior to the
     date of such Annual Meeting and not later than the close of business on the
     later of (x) the 60th day prior to such Annual Meeting and (y) the 10th day
     following the day on which public announcement of the date of such meeting
     is first made. Such shareholder's notice shall be signed by the shareholder
     of record who intends to make the nomination or introduce the other
     business (or his duly authorized proxy or other representative), shall bear
     the date of signature of such shareholder (or proxy or other
     representative) and shall set forth: (A) the name and address, as they
     appear on this corporation's books, of such shareholder and the beneficial
     owner or owners, if any, on whose behalf the nomination or proposal is
     made; (B) the class and number of shares of the corporation which are
     beneficially owned by such shareholder or beneficial owner or owners; (C) a
     representation that such shareholder is a holder of record of shares of the
     corporation entitled to vote at such meeting and intends to appear in
     person or by proxy at the meeting to make the nomination or introduce the
     other business specified in the notice; (D) in the case of any proposed
     nomination for election or re-election as a director, (I) the name and
     residence address of the person or persons to be nominated, (II) a
     description of all arrangements or understandings between such shareholder
     or beneficial owner or owners and each nominee and any other person or
     persons (naming such person or persons) pursuant to which the nomination is
     to be made by such shareholder, (III) such other information regarding each
     nominee proposed by such shareholder as would be required to be disclosed
     in solicitations of proxies for elections of directors, or would be
     otherwise required to be disclosed, in each case pursuant to Regulation 14A
     under the Exchange Act, including any information that would be required to
     be included in a proxy statement filed pursuant to Regulation 14A had the
     nominee been nominated by the Board of Directors and (IV) the written
     consent of each nominee to be named in a proxy statement and to serve as a
     director of the corporation if so elected; and (E) in the case of any other
     business that such shareholder proposes to bring before the meeting, (I) a
     brief description of the business desired to be brought before the meeting
     and, if such business includes a proposal to amend these by-laws, the
     language of the proposed amendment, (II) such shareholder's and beneficial
     owner's or owners' reasons for conducting such business at the meeting and
     (III) any material interest in such business of such shareholder and
     beneficial owner or owners.

          (iii) Notwithstanding anything in the second sentence of paragraph
     (a)(ii) of this Section 2.13 to the contrary, in the event that the number
     of directors to be elected to the Board of Directors of the corporation is
     increased and there is no public announcement naming all of the nominees
     for director or specifying the size of the increased Board of Directors
     made by the corporation at least 70 days prior to the second Tuesday in the
     month of April, a shareholder's notice required by this Section 2.13 shall
     also be considered timely, but only with respect to nominees for any new
     positions created by such increase, if it shall be received by the
     Secretary at the principal executive offices of the corporation not later
     than the close of business on the


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<PAGE>

     10th day following the day on which such public announcement is first made
     by the corporation.

          (b) Special Meetings. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent to
shareholders pursuant to Section 2.04 of these by-laws. Nominations of persons
for election to the Board of Directors may be made at a Special Meeting at which
directors are to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the
corporation who (A) is a shareholder of record at the time of giving of such
notice of meeting, (B) is entitled to vote at the meeting and (C) complies with
the notice procedures set forth in this Section 2.13. Any shareholder desiring
to nominate persons for election to the Board of Directors at such a Special
Meeting shall cause a written notice to be received by the Secretary of the
corporation at the principal executive offices of the corporation not earlier
than 90 days prior to such Special Meeting and not later than the close of
business on the later of (x) the 60th day prior to such Special Meeting and (y)
the 10th day following the day on which public announcement is first made of the
date of such Special Meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. Such written notice shall be signed by
the shareholder of record who intends to make the nomination (or his duly
authorized proxy or other representative), shall bear the date of signature of
such shareholder (or proxy or other representative) and shall set forth: (A) the
name and address, as they appear on the corporation's books, of such shareholder
and the beneficial owner or owners, if any, on whose behalf the nomination is
made; (B) the class and number of shares of the corporation which are
beneficially owned by such shareholder or beneficial owner or owners; (C) a
representation that such shareholder is a holder of record of shares of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to make the nomination specified in the notice; (D) the
name and residence address of the person or persons to be nominated; (E) a
description of all arrangements or understandings between such shareholder or
beneficial owner or owners and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination is to be made
by such shareholder; (F) such other information regarding each nominee proposed
by such shareholder as would be required to be disclosed in solicitations of
proxies for elections of directors, or would be otherwise required to be
disclosed, in each case pursuant to Regulation 14A under the Exchange Act,
including any information that would be required to be included in a proxy
statement filed pursuant to Regulation 14A had the nominee been nominated by the
Board of Directors; and (G) the written consent of each nominee to be named in a
proxy statement and to serve as a director of the corporation if so elected.

          (c) General.

          (i) Only persons who are nominated in accordance with the procedures
     set forth in this Section 2.13 shall be eligible to serve as directors.
     Only such business shall be conducted at an Annual Meeting or Special
     Meeting as shall have been brought before such meeting in accordance with
     the procedures set forth in this Section 2.13. The chairman of the meeting
     shall have the power and duty to determine whether a nomination or any
     business proposed to be brought before the meeting was made in accordance
     with the procedures set forth in this Section 2.13 and, if any proposed


                                       B-10
<PAGE>

     nomination or business is not in compliance with this Section 2.13, to
     declare that such defective proposal shall be disregarded.

          (ii) For purposes of this Section 2.13, "public announcement" shall
     mean disclosure in a press release reported by the Dow Jones News Service,
     Associated Press or comparable national news service or in a document
     publicly filed by the corporation with the Securities and Exchange
     Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

          (iii) Notwithstanding the foregoing provisions of this Section 2.13, a
     shareholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this Section 2.13. Nothing in this Section 2.13 shall
     be deemed to limit the corporation's obligation to include shareholder
     proposals in its proxy statement if such inclusion is required by Rule
     14a-8 under the Exchange Act.



                                       B-11
<PAGE>

                         ARTICLE III. BOARD OF DIRECTORS

          3.01. General Powers and Number. 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 eleven (11).

          3.02. Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected and qualified, or until there is a decrease in the number of directors
which takes effect after the expiration of his term, or until his prior death,
resignation or removal. A director may be removed by the shareholders only at a
meeting called for the purpose of removing the director, and the meeting notice
shall state that the purpose, or one of the purposes, of the meeting is removal
of the director. A director may be removed from office but only for cause (as
defined herein) if the number of votes cast to remove the director exceeds the
number of votes cast not to remove him; provided, however, that, if the Board of
Directors, by resolution, shall have recommended removal of a director, then the
shareholders may remove such director without cause by the vote referred to
above. As used herein, "cause" shall exist only if the director whose removal is
proposed has been convicted of a felony by a court of competent jurisdiction,
where such conviction is no longer subject to direct appeal, or has been
adjudged liable for actions or omissions in the performance of his duty to the
corporation in a matter which has had a materially adverse effect on the
business of the corporation, where such adjudication is no longer subject to
appeal. A director may resign at any time by delivering written notice which
complies with the Wisconsin Business Corporation Law to the Chairman of the
Board or to the corporation. A director's resignation is effective when the
notice is delivered unless the notice specifies a later effective date.
Directors need not be residents of the State of Wisconsin but must be
shareholders of the corporation. Except as otherwise provided by the Board of
Directors, a director shall retire no later than the end of the term in which
occurs the earlier of the director's attainment of age seventy (70) or the
completion of fifteen (15) years of service as a non-employee director;
provided, however, that the fifteen (15) year limitation shall be inapplicable
to any director who had completed at least fifteen (15) years as a non-employee
director as of January 1, 1995. As used herein, a "non-employee director" shall
mean a director who is not an employee of the corporation or any of its
subsidiaries.

          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, and each adjourned session thereof. The place of such regular meeting
shall be the same as the place of the Annual Meeting which precedes it, or such
other suitable place as may be announced at such Annual Meeting. 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, the Chief Executive
Officer or any three directors. The Chairman of the Board or the Chief Executive
Officer may fix any place, either within or without the State of Wisconsin, as
the place for holding any special meeting of the Board of Directors, and if no
other place is fixed the place of meeting shall be the principal business office
of the corporation in the State of Wisconsin.


                                       B-12
<PAGE>

          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 or communicated in person, by telegram, facsimile or
other form of wire or wireless communication, or by mail or private carrier, to
each director at his business address or at such other address as such director
shall have designated in writing filed with the Secretary, in each case not less
than 48 hours prior to the time of the meeting. If mailed, such notice shall be
deemed to be effective when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be effective when the telegram is delivered to the telegraph
company. If notice is given by private carrier, such notice shall be deemed to
be effective when the notice is delivered to the private carrier. Whenever any
notice whatever is required to be given to any director of the corporation under
the Articles of Incorporation or these by-laws or any provision of the Wisconsin
Business Corporation Law, a waiver thereof in writing, signed at any time,
whether before or after the time of meeting, by the director entitled to such
notice, shall be deemed equivalent to the giving of such notice. The corporation
shall retain any such waiver as part of the permanent corporate records. A
director's attendance at or participation in a meeting waives any required
notice to him of the meeting unless the director at the beginning of the meeting
or promptly upon his 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. 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 the Wisconsin Business
Corporation Law or by the Articles of Incorporation or these by-laws, a majority
of the number of directors set forth in Section 3.01 shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, but a
majority of the directors present (though less than such quorum) may adjourn the
meeting from time to time without further notice.

          3.07. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by the Wisconsin
Business Corporation Law or by the Articles of Incorporation or these by-laws.

          3.08. Conduct of Meetings. The Chairman of the Board, and in his
absence, the Chief Executive Officer, and in his absence, the President or a
Vice-President in the order provided under Section 4.07, 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. Minutes of any regular or special meeting of the
Board of Directors shall be prepared and distributed to each director.

          3.09. Vacancies. Except as provided below, any vacancy occurring in
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, may be filled by any of the following: (a) the
shareholders; (b) the Board of Directors; or (c) if the directors remaining in
office constitute fewer than a quorum of the Board of Directors, the directors,
by the affirmative


                                       B-13
<PAGE>

vote of a majority of all directors remaining in office. If the vacant office
was held by a director elected by a voting group of shareholders, only the
holders of shares of that voting group may vote to fill the vacancy if it is
filled by the shareholders, and only the remaining directors elected by that
voting group may vote to fill the vacancy if it is filled by the directors. A
vacancy that will occur at a specific later date, because of a resignation
effective at a later date or otherwise, may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.

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

          3.11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless any of the following
occurs: (a) the director objects at the beginning of the meeting or promptly
upon his arrival to holding the meeting or transacting business at the meeting;
(b) the director dissents or abstains from an action taken and minutes of the
meeting are prepared that show the director's dissent or abstention from the
action taken; (c) the director delivers written notice that complies with the
Wisconsin Business Corporation Law of his dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation immediately
after adjournment of the meeting; or (d) the director dissents or abstains from
an action taken, minutes of the meeting are prepared that fail to show the
director's dissent or abstention from the action taken, and the director
delivers to the corporation a written notice of that failure that complies with
the Wisconsin Business Corporation Law promptly after receiving the minutes.
Such right to dissent or abstain shall not apply to a director who voted in
favor of such action.

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


                                       B-14
<PAGE>

of a class or series of shares, except that the Board of Directors may authorize
a committee to do so within limits prescribed by the Board of Directors. Unless
otherwise provided by the Board of Directors in creating the committee, a
committee may employ counsel, accountants and other consultants to assist it in
the exercise of its authority.

          3.13. Telephonic Meetings. Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
by-laws, members of the Board of Directors (and any committee thereof) may
participate in regular or special meetings by, or through the use of, any means
of communication by which all participants may simultaneously hear each other,
such as by conference telephone. If a meeting is conducted by such means, then
at the commencement of such meeting the presiding officer shall inform the
participating directors that a meeting is taking place at which official
business may be transacted. Any participant in a meeting by such means shall be
deemed present in person at such meeting. Notwithstanding the foregoing, no
action may be taken at any meeting held by such means on any particular matter
which the presiding officer determines, in his sole discretion, to be
inappropriate under the circumstances for action at a meeting held by such
means. Such determination shall be made and announced in advance of such
meeting.

          3.14. Unanimous Consent without Meeting. Any action required or
permitted by the Articles of Incorporation or these by-laws or any provision of
the Wisconsin Business Corporation Law to be taken by the Board of Directors (or
a committee thereof) at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all members of
the Board or of the committee, as the case may be, then in office. Such action
shall be effective when the last director or committee member signs the consent,
unless the consent specifies a different effective date.

                              ARTICLE IV. OFFICERS

          4.01. Number. The principal officers of the corporation shall be a
Chairman of the Board, a Chief Executive Officer, a President, one or more
Vice-Presidents, not to exceed six (6) at any given time, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. The Board of Directors may also authorize
any duly appointed officer to appoint one or more officers or assistant
officers. Any two or more offices may be held by the same person.

          4.02. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after the Annual
Meeting. 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 such officer's successor shall have been duly elected or
until his prior death, resignation or removal.

          4.03. Removal and Resignation. The Board of Directors may remove any
officer and, unless restricted by the Board of Directors or these by-laws, an
officer may remove any officer or assistant officer appointed by that officer,
at any time, with or without cause and notwithstanding


                                       B-15
<PAGE>

the contract rights, if any, of the officer removed. Election or appointment
shall not of itself create contract rights. An officer may resign at any time by
delivering notice to the corporation that complies with the Wisconsin Business
Corporation Law. The resignation shall be effective when the notice is
delivered, unless the notice specifies a later effective date and the
corporation accepts the later effective date.

          4.04. 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. If a resignation of an
officer is effective at a later date as contemplated by Section 4.03 hereof, the
Board of Directors may fill the pending vacancy before the effective date if the
Board provides that the successor may not take office until the effective date.

          4.05. Chairman of the Board. The Chairman of the Board shall, when
present, preside at all Annual Meetings and Special Meetings and at all meetings
of the Board of Directors. The Chairman of the Board shall perform such other
duties and functions as shall be assigned to him from time to time by the Board
of Directors or in these by-laws. Except where by law the signature of the Chief
Executive Officer or the President of the corporation is required, the Chairman
of the Board shall possess the same power and authority as the Chief Executive
Officer or the President 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 and shall have such additional
power to sign, execute and acknowledge, on behalf of the corporation, as may be
authorized by resolution of the Board of Directors.

          4.06. Chief Executive Officer. Subject to the control of the Board of
Directors, the Chief Executive Officer shall in general supervise and control
all of the business and affairs of the corporation. He shall have authority,
subject to such rules as may be prescribed by the Board of Directors, to appoint
and remove such agents and employees of the corporation as he shall deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them. He shall have authority to sign, execute and acknowledge, on
behalf of the corporation, all deeds, mortgages, securities, contracts, leases,
reports, and all other documents or other instruments necessary or proper to be
executed in the course of the corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he may authorize any elected
President, Vice President or other officer or agent of the corporation to sign,
execute and acknowledge such documents or instruments in his place and stead. In
general, he shall perform all duties incident to the office of Chief Executive
Officer of the corporation and such other duties as may be prescribed by the
Board of Directors from time to time.

          4.07. President. In the absence of the Chief Executive Officer or in
the event of his death, inability or refusal to act, or in the event for any
reason it shall be impracticable for the Chief Executive Officer to act
personally, the President shall perform the duties of the Chief Executive
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Executive Officer. He shall have authority,
subject to such rules as may be prescribed by the Board of Directors, to appoint
such agents and employees of the corporation as he shall deem necessary, to
prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents and employees shall hold office at the discretion of the
President. He shall have authority to sign, execute and acknowledge, on behalf
of the corporation, all deeds, mortgages, bonds, stock


                                       B-16
<PAGE>

certificates, contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by resolution of the Board of Directors;
and, except as otherwise provided by law or the Board of Directors, he may
authorize any Vice President or other officer or agent of the corporation to
sign, execute and acknowledge such documents or instruments in his place and
stead. In general the President 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.

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

          4.09. The Secretary. The Secretary shall: (a) keep the minutes of all
Annual Meetings and Special Meetings and of all meetings of the Board of
Directors in one or more books provided for that purpose (including records of
actions taken without a meeting); (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by the Wisconsin
Business Corporation Law; (c) be custodian of the corporate records and of the
seal of the corporation and see that the seal of the corporation is affixed to
all documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) maintain a record of the shareholders of the
corporation, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares and showing the
number and class or series of shares held by each shareholder; (e) sign with the
Chairman of the Board, the Chief Executive Officer, 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 by the President, the Chief Executive Officer or by the Board
of Directors.

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


                                       B-17
<PAGE>

Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

          4.11. Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the Chairman of the Board, the Chief Executive Officer, 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, the Chief
Executive Officer or the Board of Directors.

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

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

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

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


                                       B-18
<PAGE>

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

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

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

          5.06. No Nominee Procedures. The corporation has not established, and
nothing in these by-laws shall be deemed to establish, any procedure by which a
beneficial owner of the corporation's shares that are registered in the name of
a nominee is recognized by the corporation as the shareholder under Section
180.0723 of the Wisconsin Business Corporation Law.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

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


                                       B-19
<PAGE>

          6.02. Facsimile Signatures and Seal. The seal of the corporation on
any certificates for shares may be a facsimile. The signatures of the Chairman
of the Board, the Chief Executive Officer, the President or any Vice-President
and the Secretary or Assistant Secretary upon a certificate may be facsimiles if
the certificate is countersigned by a transfer agent, or registered by a
registrar, other than the corporation itself or an employee of the corporation.

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

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

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

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

          6.07. Consideration for Shares. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed or other securities
of the corporation. Before the corporation issues shares, the Board of Directors
shall determine that the consideration received or to be received for the shares
to be issued is adequate. In the absence of a resolution adopted by the Board of
Directors expressly determining that the consideration received or to be
received is adequate, Board approval of the issuance of the shares shall be
deemed to constitute such a determination. The determination of the Board of
Directors is conclusive insofar as the adequacy of consideration for the
issuance of shares relates to whether the shares are validly issued, fully paid
and nonassessable. The corporation may place in escrow shares issued in whole or
in part for a contract for future services or benefits, a promissory note, or
other property to be issued in the future, or make other arrangements to
restrict the transfer of the shares,


                                       B-20
<PAGE>

and may credit distributions in respect of the shares against their purchase
price, until the services are performed, the benefits or property are received
or the promissory note is paid. If the services are not performed, the benefits
or property are not received or the promissory note is not paid, the corporation
may cancel, in whole or in part, the shares escrowed or restricted and the
distributions credited.

          6.08. Stock Regulation. 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. SEAL

          7.01. 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 VIII. INDEMNIFICATION

          8.01. Certain Definitions. All capitalized terms used in this Article
VIII and not otherwise hereinafter defined in this Section 8.01 shall have the
meaning set forth in Section 180.0850 of the Statute. The following capitalized
terms (including any plural forms thereof) used in this Article VIII shall be
defined as follows:

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

          (b) "Authority" shall mean the entity selected by the Director or
Officer to determine his or her right to indemnification pursuant to Section
8.04.

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

          (d) "Breach of Duty" shall mean the Director or Officer breached or
failed to perform his or her duties to the Corporation and his or her breach of
or failure to perform those duties is determined, in accordance with Section
8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of
the Statute.

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


                                       B-21
<PAGE>

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

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

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

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

          (j) "Statute" shall mean Sections 180.0850 through 180.0859,
inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes, as the same shall then be in effect, including any
amendments thereto, but, in the case of any such amendment, only to the extent
such amendment permits or requires the Corporation to provide broader
indemnification rights than the Statute permitted or required the Corporation to
provide prior to such amendment.

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

          8.03. Procedural Requirements.

          (a) A Director or Officer who seeks indemnification under Section 8.02
shall make a written request therefor to the Corporation. Subject to Section
8.03(b), within 60 days of the Corporation's receipt of such request, the
Corporation shall pay or reimburse the Director or Officer for the entire amount
of Liabilities incurred by the Director or Officer in connection with the
subject Proceeding (net of any Expenses previously advanced pursuant to Section
8.05).

          (b) No indemnification shall be required to be paid by the Corporation
pursuant to Section 8.02 if, within such 60-day period, (i) a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty
or (ii) a Disinterested Quorum cannot be obtained.


                                       B-22
<PAGE>

          (c) In either case of nonpayment pursuant to Section 8.03(b), the
Board shall immediately authorize by resolution that an Authority, as provided
in Section 8.04, determine whether the Director's or Officer's conduct
constituted a Breach of Duty and, therefore, whether indemnification should be
denied hereunder.

          (d) (i) If the Board does not authorize an Authority to determine the
Director's or Officer's right to indemnification hereunder within such 60-day
period and/or (ii) if indemnification of the requested amount of Liabilities is
paid by the Corporation, then it shall be conclusively presumed for all purposes
that a Disinterested Quorum has determined that the Director or Officer did not
engage in misconduct constituting a Breach of Duty and, in the case of
subsection (i) above (but not subsection (ii)), indemnification by the
Corporation of the requested amount of Liabilities shall be paid to the Director
or Officer immediately.

          8.04. Determination of Indemnification.

          (a) If the Board authorizes an Authority to determine a Director's or
Officer's right to indemnification pursuant to Section 8.03, then the Director
or Officer requesting indemnification shall have the absolute discretionary
authority to select one of the following as such Authority:

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

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

          (iii) A court pursuant to and in accordance with Section 180.0854 of
     the Statute.

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


                                       B-23
<PAGE>

          (c) The Authority shall make its determination within 60 days of being
selected and shall submit a written opinion of its conclusion simultaneously to
both the Corporation and the Director or Officer.

          (d) If the Authority determines that indemnification is required
hereunder, the Corporation shall pay the entire requested amount of Liabilities
(net of any Expenses previously advanced pursuant to Section 8.05), including
interest thereon at a reasonable rate, as determined by the Authority, within 10
days of receipt of the Authority's opinion; provided, that, if it is determined
by the Authority that a Director or Officer is entitled to indemnification as to
some claims, issues or matters, but not as to other claims, issues or matters,
involved in the subject Proceeding, the Corporation shall be required to pay (as
set forth above) only the amount of such requested Liabilities as the Authority
shall deem appropriate in light of all of the circumstances of such Proceeding.

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

          (f) All Expenses incurred in the determination process under this
Section 8.04 by either the Corporation or the Director or Officer, including,
without limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.

          8.05. Mandatory Allowance of Expenses.

          (a) The Corporation shall pay or reimburse, within 10 days after the
receipt of the Director's or Officer's written request therefor, the reasonable
Expenses of the Director or Officer as such Expenses are incurred; provided, the
following conditions are satisfied:

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

          (ii) The Director or Officer furnishes to the Corporation an unsecured
     executed written agreement to repay any advances made under this Section
     8.05 if it is ultimately determined by an Authority that he or she is not
     entitled to be indemnified by the Corporation for such Expenses pursuant to
     this Section 8.04.

          (b) If the Director or Officer must repay any previously advanced
Expenses pursuant to this Section 8.05, such Director or Officer shall not be
required to pay interest on such amounts.

          8.06. Indemnification and Allowance of Expenses of Certain Others.

          (a) The Corporation shall indemnify a director or officer of an
Affiliate (who is not otherwise serving as a Director or Officer) against all
Liabilities, and shall advance the reasonable Expenses, incurred by such
director or officer in a Proceeding to the same extent hereunder as if such


                                       B-24
<PAGE>

director or officer incurred such Liabilities because he or she was a Director
or Officer, if such director or officer is a Party thereto because he or she is
or was a director or officer of the Affiliate.

          (b) The Corporation shall indemnify an employee who is not a Director
or Officer, 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 employee was a Party because he or she was an employee of
the Corporation.

          (c) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section 8.06(b) hereof) against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her duties
as such and who is not otherwise a Director or Officer.

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

          8.08. Notice to the Corporation. A Director, Officer or employee shall
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director, Officer or
employee hereunder unless the Corporation shall have been irreparably prejudiced
by such failure (as determined, in the case of Directors or Officers only, by an
Authority selected pursuant to Section 8.04(a)).

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

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

          8.11. Contractual Nature of Article VIII; Repeal or Limitation of
Rights. This Article VIII shall be deemed to be a contract between the
Corporation and each Director, Officer and


                                       B-25
<PAGE>

employee of the Corporation and any repeal or other limitation of this Article
VIII or any repeal or limitation of the Statute or any other applicable law
shall not limit any rights of indemnification against Liabilities or allowance
of Expenses then existing or arising out of events, acts or omissions occurring
prior to such repeal or limitation, including, without limitation, the right to
indemnification against Liabilities or allowance of Expenses for Proceedings
commenced after such repeal or limitation to enforce this Article VIII with
regard to acts, omissions or events arising prior to such repeal or limitation.

                             ARTICLE IX. AMENDMENTS

          9.01. By Shareholders. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the shareholders at any Annual
Meeting or Special Meeting at which a quorum is in attendance.

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

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

                            ARTICLE X. INTERPRETATION

          10.01. Interpretation. Unless the context requires otherwise, all
words used in these by-laws in the singular number extend to and include the
plural, all words in the plural number extend to and include the singular, and
all words in any gender extend to and include all genders.


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