12/08/98

                                     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 President or (iii) the Board of Directors and shall be called by
the Chairman of the Board or the President 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 issue  proposed to be considered at
the Special Meeting.

       (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


<PAGE>

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  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:

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<PAGE>


              (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 President 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  President  upon the  demand of  shareholders  (a  "Demand  Special
Meeting"),  such meeting shall be held at such hour and day as may 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 

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<PAGE>

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
President 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 President 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 President.

       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  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 

                                      B-4
<PAGE>

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  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 

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<PAGE>

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.

       2.08. Conduct of Meetings.  The Chairman of the Board, and in his absence
the  President,  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 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 

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<PAGE>

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.

       (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.

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<PAGE>

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 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 


                                      B-8
<PAGE>

       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  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 


                                      B-9
<PAGE>

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  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.



                                      B-10
<PAGE>

              (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.

                         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 ten (10).

       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.

                                      B-11
<PAGE>

       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  President or any
three  directors.  The Chairman of the Board or the President 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.

       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 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 


                                      B-12
<PAGE>

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
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


                                      B-13
<PAGE>

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  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 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  


                                      B-14
<PAGE>

meeting,  such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor  shall have been duly elected
or until his 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  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.  He shall perform such other duties and functions as
shall be assigned to him from time to time by the Board of Directors or in these
by-laws.  Except where by law the signature of the President of the  corporation
is  required,  the  Chairman  of the  Board  shall  possess  the same  power and
authority as 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.  President.  The President shall be the chief executive  officer of
the corporation and, subject to the control of the Board of Directors,  shall in
general   supervise  and  control  all  of  the  business  and  affairs  of  the
corporation. He shall 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 certificates, contracts, leases, reports and all other documents or
instruments   necessary   or  proper  to  be  executed  in  the  course  of  the
corporation's  regular  business,  or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors,  he may authorize any Vice President or other officer or agent of the
corporation to sign,  execute and  acknowledge  such documents or instruments in
his place and stead.  In general he shall  perform  all duties  incident  to the
office of President  and such other duties as may be  prescribed by the Board of
Directors from time to time.

       4.07.  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 


                                      B-15
<PAGE>

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

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

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


                                      B-16
<PAGE>


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,  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.

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

            ARTICLE V. CONTRACTS, 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 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.

       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 


                                      B-17
<PAGE>

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 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 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
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  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.

       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 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 


                                      B-18
<PAGE>

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, 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.

                                      B-19
<PAGE>

                                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.

       (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 


                                      B-20
<PAGE>


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.

       (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 


                                      B-21
<PAGE>

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.

       (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.

                                      B-22
<PAGE>

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

       (f) All Expenses incurred in the determination process under this Section
8.04 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  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,


                                      B-23
<PAGE>

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 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.


                                      B-24
<PAGE>


                             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.



                                      B-25