EXHIBIT 3
 
                          AMENDED AND RESTATED BY-LAWS
 
                                       OF
 
                               SHOPKO STORES, INC.
 
 
                               ARTICLE I. OFFICES
 
                  SECTION 1.1. Principal and Other Offices. The principal office
of the Corporation shall be located at any place either within or outside the
State of Wisconsin as designated in the Corporation's most current Annual Report
filed with the Wisconsin Secretary of State. The Corporation may have such other
offices, either within or outside the State of Wisconsin, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
 
                  SECTION 1.2. Registered Office. The registered office of the
Corporation required by the Wisconsin Business Corporation Law to be maintained
in the State of Wisconsin may, but need not, be the same as any of its places of
business. The registered office may be changed from time to time.
 
                  SECTION 1.3. Registered Agent. The registered agent of the
Corporation required by the Wisconsin Business Corporation Law to maintain a
business office in the State of Wisconsin may, but need not, be an officer or
employee of the Corporation. The registered agent may be changed from time to
time.
 
 
                            ARTICLE II. SHAREHOLDERS
 
                  SECTION 2.1. Annual Meeting. The annual meeting of
shareholders shall be held on the fourth Wednesday in May of each year at 10:00
a.m. (local time) or on such other date and at such other time as may be fixed
by, or at the direction of, the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may have been
properly brought before the meeting in compliance with the provisions of Section
2.5. 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.
 
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<PAGE>   2
 
 
                  SECTION 2.2. Special Meetings. Except as otherwise required by
applicable law, special meetings of shareholders of the Corporation may only be
called by the Chairman of the Board, the Vice Chairman of the Board, the Chief
Executive Officer, the President or by not less than a majority of the Board of
Directors; provided, however, that the Corporation shall hold a special meeting
of shareholders of the Corporation if a signed and dated written demand or
demands by the holders of at least 10% of all the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting is delivered
to the Corporation as required under the Wisconsin Business Corporation Law,
which demand or demands must describe one or more purposes for which the
shareholders demand a meeting be called, and the shareholders demanding the
meeting pay to the Corporation, or make satisfactory arrangements with the
Corporation for payment of, the Corporation's anticipated costs of holding the
meeting, including the costs of printing and mailing any proxy materials. Only
business within the purpose described in the notice required by Section 2.4 may
be conducted at a special shareholders' meeting.
 
                  SECTION 2.3. Place of Meeting. The Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, the Chief Executive
Officer or the President may designate any place, within or outside the State of
Wisconsin, as the place of meeting for the annual meeting or for any special
meeting. If no designation is made the place of meeting shall be the principal
office of the Corporation, but any meeting may be adjourned to reconvene at any
place designated by vote of a majority of the shares represented thereat.
 
                  SECTION 2.4. Notice of Meeting. The Corporation shall notify
shareholders of the date, time and place of each annual and special
shareholders' meeting. Notice of a special meeting shall include a description
of each purpose for which the meeting is called. Notice of all meetings need be
given only to shareholders entitled to vote, unless otherwise required by the
Wisconsin Business Corporation Law, and shall be given not less than ten nor
more than sixty days before the meeting date. The Corporation may give notice in
person, by mail or other method of delivery, by telephone, including voice mail,
answering machine or answering service, or by other electronic means. If these
forms of personal notice are impracticable, notice may be communicated by a
newspaper of general circulation in the area where published, or by radio,
television or other form of public broadcast communication. Written notice,
which includes notice by electronic transmission, shall be deemed to be
effective at the earlier of (i) receipt, (ii) mailing, but only if mailed
postpaid and addressed to the shareholder's address shown in the Corporation's
current record of shareholders or (iii) when electronically transmitted to the
shareholder in a manner authorized by applicable rules and regulations. The
Corporation may give oral notice and such oral notice shall be deemed to be
effective when communicated. Notice by newspaper, radio, television or other
form of public broadcast communication shall be deemed to be effective on the
date of publication or broadcast.
 
 
 
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<PAGE>   3
 
 
 
                  SECTION 2.5. Advance Notice Shareholder-Proposed Business at
Annual Meeting. At an annual meeting of shareholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (a) specified in
the notice of meeting (or any amendment or supplement thereto) given in
accordance with Section 2.4, (b) otherwise properly brought before the meeting
by or at the direction of the Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer, or the President, or
(c) otherwise properly brought before the meeting by a shareholder. In addition
to any other requirements under applicable law, the Articles of Incorporation or
the By-Laws for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
received at the principal office of the Corporation not less than 120 days prior
to the anniversary date of the annual meeting of shareholders in the immediately
preceding year. A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the annual meeting (i) the
text of such proposal or a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the shareholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the shareholder, (iv) any interest of the
shareholder in such business, (v) a representation that the person sending the
notice is a shareholder of record and will remain such through the record date
for the meeting, and (vi) a representation that such shareholder intends to
appear in person or by proxy at such meeting to move for the consideration of
the business set forth in the notice. In addition, any such shareholder shall be
required to provide such further information as may be requested by the
Corporation in order to comply with federal and state securities laws, and rules
and regulations thereunder. The Corporation may require evidence by any person
giving notice under this Section 2.5 that such person is a bona fide beneficial
owner of the Corporation's shares.
 
                  Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.5; provided, however, that nothing in
this Section 2.5 shall be deemed to preclude discussion by any shareholder of
any business properly brought before the annual meeting in accordance with said
procedure.
 
                  The presiding officer at an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section
2.5, and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.
 
                  SECTION 2.6. Procedure for Nomination of Directors. Only
persons nominated in accordance with all of the procedures set forth in the
Corporation's Articles of Incorporation and By-Laws shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of shareholders by or at
the direction of the Board of Directors, by any nominating committee or persons
appointed by the Board, or by any shareholder of the Corporation entitled to
vote for election of directors at the meeting who complies with all of the
notice procedures set forth in this Section 2.6.
 
 
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<PAGE>   4
 
 
 
                  Nominations other than those made by or at the direction of
the Board of Directors or any nominating committee or person appointed by the
Board shall be made pursuant to timely notice in proper written form to the
Secretary of the Corporation. To be timely, a shareholder's request to nominate
a person for director, together with the written consent of such person to serve
as a director, must be received by the Secretary of the Corporation at the
Corporation's principal office (i) with respect to an election held at an annual
meeting of shareholders, not less than 120 days prior to the anniversary date of
the annual meeting of shareholders in the immediately preceding year, or (ii)
with respect to an election held at a special meeting of shareholders for the
election of directors, not less than the close of business on the eighth day
following the date of the earlier of public announcement or notice of such
meeting. To be in proper written form, such shareholder's notice shall set forth
in writing (a) as to each person whom the shareholder proposes to nominate for
election or reelection as a director (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of stock of the Corporation
which are beneficially owned by such person, and (iv) such other information
relating to such person as would be required to be disclosed in solicitations of
proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and any successor to such
Regulation; and (b) as to the shareholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such shareholder, (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such shareholder, (iii) a representation that the 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 nominate
the person or persons specified in the notice, and (iv) a representation that
the person sending the notice is a shareholder of record and will remain such
through the record date for the meeting. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation or the shareholder to nominate the
proposed nominee. The presiding officer at the meeting shall, if the facts so
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures or other requirements prescribed by the
Corporation's Articles of Incorporation and By-Laws; and if he should so
determine, such presiding officer shall so declare to the meeting and the
defective nomination(s) shall be disregarded.
 
                  SECTION 2.7. Fixing of Record Date. For the purpose of
determining shareholders of any voting group entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders. Such record date shall not be more than 70 days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If no record date is so fixed for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:
 
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<PAGE>   5
 
 
 
                           (a) With respect to an annual shareholders meeting or
         any special shareholders meeting called by the Board of Directors or
         any person specifically authorized by the Board of Directors or these
         By-Laws to call a meeting, the day before the first notice is mailed to
         shareholders;
 
                           (b) With respect to a special shareholders meeting
         demanded by the shareholders, the date the first shareholder signs the
         demand;
 
                           (c) With respect to the payment of a share  dividend,
         the date the Board of Directors authorizes the share dividend; and
 
                           (d) With respect to a distribution to shareholders
         (other than one involving a repurchase or reacquisition of shares), the
         date the Board of Directors authorizes the distribution.
 
                  SECTION 2.8. Voting Lists. After fixing a record date for a
meeting, the Corporation, shall prepare a list of the names of all its
shareholders who are entitled to notice of a shareholders meeting. The list
shall be arranged by class or series of shares and show the address of and the
number of shares held by each shareholder. The shareholders list must 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. The list shall be available at the Corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting is to be held. Subject to the provisions of the Wisconsin
Business Corporation Law, a shareholder or his agent or attorney may, on written
demand, inspect and copy the list during regular business hours at his expense,
during the period that it is available for inspection. The Corporation shall
make the shareholders list available at the meeting, and any shareholder or his
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 such
meeting.
 
                  SECTION 2.9. Shareholder Quorum and Voting Requirements.
Shares entitled to vote as a separate voting group may take action on a matter
at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the Articles of Incorporation, By-Laws adopted under authority
granted in the Articles of Incorporation or the Wisconsin Business Corporation
Law provide otherwise, a majority of the votes entitled to be cast on the matter
by the voting group constitutes a quorum of that voting group for action on that
matter.
 
                  If the Articles of Incorporation or the Wisconsin Business
Corporation Law provide for voting by two or more voting groups on a matter,
action on that matter is taken only when voted upon by each of those voting
groups counted separately. Action may be taken by one voting group on a matter
even though no action is taken by another voting group entitled to vote on the
matter.
 
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<PAGE>   6
 
 
 
                  Once a share is represented for any purpose at a meeting,
other than for the purpose of objecting to holding the meeting or transacting
business at the meeting, it is deemed present for purposes of determining
whether a quorum exists, for the remainder of the meeting and for any
adjournment of that meeting to the extent provided in Section 2.14.
 
                  If a quorum exists, action on a matter by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the Articles of Incorporation, the
By-Laws or the Wisconsin Business Corporation Law require a greater number of
affirmative votes; provided, however, that for purposes of electing directors,
unless otherwise provided in the Articles of Incorporation, directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. For purposes of electing
directors, (i) 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 election, and (ii) votes against a candidate are not given legal
effect and are not counted as votes cast in an election of directors.
 
                  SECTION 2.10. Proxies. A shareholder entitled to vote at a
meeting of shareholders, or to express consent or dissent in writing to any
corporate action without a meeting of shareholders, may authorize another person
to act for the shareholder by appointing the person as proxy. A shareholder, or
the shareholder's duly authorized attorney-in-fact, may appoint a person as
proxy (i) by signing, or causing the shareholder's signature to be affixed to,
an appointment form by any reasonable means, including, but not limited to, by
facsimile signature, or (ii) by transmitting, or authorizing the transmission
of, an electronic transmission of appointment to the person who will be
appointed as proxy or to a proxy solicitation firm, proxy support service
organization or like agent authorized to receive the transmission by the person
who will be appointed as proxy. An appointment of proxy is effective when a
signed appointment form or an electronic transmission of the appointment is
received by the Inspector of Election or the officer or agent of the Corporation
authorized to tabulate votes. An appointment is valid for 11 months unless a
different period is expressly provided in the appointment.
 
                  SECTION 2.11. Voting of Shares. Unless otherwise provided in
the Articles of Incorporation or the Wisconsin Business Corporation Law, each
outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
 
                  No shares in the Corporation held by another corporation may
be voted if the Corporation owns, directly or indirectly, a sufficient number of
shares entitled to elect a majority of the directors of such other corporation;
provided, however, that the Corporation shall not be limited in its power to
vote any shares, including its own shares, held by it in a fiduciary capacity.
 
                  SECTION 2.12. Voting Shares Owned by the Corporation. Shares
of the Corporation belonging to it shall not be voted directly or indirectly at
any meeting and shall not be counted in determining the total number of
outstanding shares at any given time, but shares held by this Corporation in a
fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares at any given time.
 
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<PAGE>   7
 
 
 
 
                  SECTION 2.13. Acceptance of Instruments Showing Shareholder
Action.
 
                          (a) 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 the
         shareholder.
 
                           (b) If the name signed on a vote, consent, waiver or
         proxy appointment does not correspond to the name of its 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:
 
                                    (1) the shareholder is an entity, within the
                  meaning of the Wisconsin Business Corporation Law, and the
                  name signed purports to be that of an officer or agent of the
                  entity;
 
                                    (2) the name signed purports to be that of a
                  personal representative, administrator, executor, guardian or
                  conservator representing the shareholder and, if the
                  Corporation or its agent requests, evidence of fiduciary
                  status acceptable to the Corporation is presented with respect
                  to the vote, consent, waiver or proxy appointment;
 
                                    (3) the name signed purports to be that of a
                  receiver or trustee in bankruptcy of the shareholder and, if
                  the Corporation or its agent requests, evidence of this status
                  acceptable to the Corporation is presented with respect to the
                  vote, consent, waiver or proxy appointment;
 
                                    (4) the name signed purports to be that of a
                  pledgee, beneficial owner, or attorney-in-fact of the
                  shareholder and, if the Corporation or its agent 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; or
 
                                    (5) two or more persons are the shareholder
                  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.
 
                           (c) 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.
 
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<PAGE>   8
 
 
 
                  SECTION 2.14. Adjournments. An annual or special meeting of
shareholders may be adjourned at any time, including after action on one or more
matters, by a majority of shares represented, even if less than a quorum. The
meeting may be adjourned for any purpose, including, but not limited to,
allowing additional time to solicit votes on one or more matters, to disseminate
additional information to shareholders or to count votes. Upon being reconvened,
the adjourned meeting shall be deemed to be a continuation of the initial
meeting.
 
                           (a) Quorum. Once a share is represented for any
         purpose at the original meeting, other than for the purpose of
         objecting to holding the meeting or transacting business at a meeting,
         it is considered present for purposes of determining if a quorum
         exists, for the remainder of the meeting and for any adjournment of
         that meeting unless a new record date is or must be set for that
         adjourned meeting.
 
                           (b) Record Date. When a determination of shareholders
         entitled to notice of or to vote at any meeting of shareholders has
         been made as provided in Section 2.7, such determination shall be
         applied to any adjournment thereof unless the Board of Directors fixes
         a new record date, which it shall do if the meeting is adjourned to a
         date more than 120 days after the date fixed for the original meeting.
 
                           (c) Notice. Unless a new record date for an adjourned
         meeting is or must be fixed pursuant to Section 2.14(b), the
         Corporation is not 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.
 
                  SECTION 2.15. Polling. In the sole discretion of the presiding
officer of an annual or special meeting of shareholders, polls may be closed at
any time after commencement of any annual or special meeting. When there are
several matters to be considered at a meeting, the polls may remain open during
the meeting as to any or all matters to be considered, as the presiding officer
may declare. Polls will remain open as to matters to be considered at any
adjournment of the meeting unless the presiding officer declares otherwise. At
the sole discretion of the presiding officer, the polls may remain open after
adjournment of a meeting for not more than 72 hours for the purpose of
collecting proxies and counting votes. All votes submitted prior to the
announcement of the results of the balloting shall be valid and counted. The
results of balloting shall be final and binding after announcement of such
results.
 
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<PAGE>   9
 
 
                  SECTION 2.16. Waiver of Notice by Shareholders. A shareholder
may waive any notice required by the Wisconsin Business Corporation Law, the
Articles of Incorporation or the 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 any applicable provisions of the Wisconsin
Business Corporation Law, except that the time and place of the meeting need not
be stated, and be delivered to the Corporation for inclusion in the
Corporation's records. A shareholder's attendance at a meeting, in person or by
proxy, waives objection to (i) lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting or promptly upon
arrival objects to the holding of the meeting or transacting business at the
meeting, and (ii) 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.
 
                  SECTION 2.17. Unanimous Consent without Meeting. Any action
required or permitted to be taken at a meeting of shareholders may be taken
without a meeting only by unanimous written consent or consents signed by all of
the shareholders of the Corporation and delivered to the Corporation for
inclusion in the Corporation's records. Such consent must describe the action
taken and must be delivered to the Corporation for inclusion in the corporate
records. The record date for determining shareholders entitled to take action
under this section is the date that the first shareholder signs the consent. A
consent signed under this section has the effect of a meeting vote and may be
described as such in any document.
 
                         ARTICLE III. BOARD OF DIRECTORS
 
                  SECTION 3.1. General Powers. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, its Board of Directors, subject to
any limitations set forth in the Articles of Incorporation.
 
                  SECTION 3.2. Number, Tenure, Qualifications and Term.
 
                           (a) Number. Except as otherwise provided in the
         Articles of Incorporation, the number of directors (exclusive of
         directors, if any, elected by the holders of one or more series of
         Preferred Stock, voting separately as a series pursuant to the
         provisions of the Articles of Incorporation) shall be not less than one
         (1) nor more than fifteen (15) directors, the exact number of directors
         to be determined from time to time by resolution adopted by affirmative
         vote of a majority of the entire Board of Directors then in office.
 
                           (b) Class. The directors shall be divided into three
         classes, designated Class I, Class II and Class III, and the term of
         office of directors of each class shall be three years. Each class
         shall consist, as nearly as possible, of one-third of the total number
         of directors constituting the entire Board of Directors. If the number
         of directors is changed by resolution of the Board of Directors
         pursuant to Section 3.2(a), any increase or decrease shall be
         apportioned among the classes so as to maintain the number of directors
         in each class as nearly equal as possible, but in no case shall a
         decrease in the number of directors shorten the term of any incumbent
         director.
 
 
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<PAGE>   10
              (c) Tenure. A director shall hold office until the annual meeting
    for the year in which his term expires and until his successor shall be duly
    elected and shall qualify.
 
              (d) Qualifications. A director need not be a resident of the state
    of Wisconsin or a shareholder of the Corporation except if required by the
    Articles of Incorporation. The Board of Directors, at its discretion, may
    establish any qualifications for directors, which qualifications, if any,
    shall only be applied for determining qualifications of a nominee for
    director as of the date of the meeting at which such nominee is to be
    elected or appointed.
 
         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Articles of Incorporation applicable thereto. Directors so elected
shall not be divided into classes unless expressly provided by such Articles,
and during the prescribed terms of office of such directors, the Board of
Directors shall consist of such directors in addition to the number of directors
determined as provided in Section 3.2(a).
 
         SECTION 3.3. Removal. Exclusive of directors, if any, elected by the
holders of one or more classes or series of Preferred Stock, no director of the
Corporation may be removed from office except for Cause and by the affirmative
vote of 75% of the outstanding shares of capital stock the Corporation entitled
to vote at a meeting of shareholders duly called for such purpose. As used in
this Section 3.3, the term "Cause" shall mean solely malfeasance arising from
the performance of a director's duties which has a materially adverse effect on
the business of the Corporation.
 
         SECTION 3.4. Resignation. A director may resign at any time by
delivering written notice to the Board of Directors, the Chairman of the Board
or to the Corporation (which shall be directed to the Secretary). Such
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.
 
         SECTION 3.5. Vacancies. Exclusive of a vacancy in directors, if any,
elected by the holders of one or more series of Preferred Stock, any vacancy on
the Board of Directors, however caused, including, without limitation, any
vacancy resulting from an increase in the number of directors, shall be filled
by the vote of a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. Any director so elected to fill any
vacancy on the Board of Directors, including a vacancy created by an increase in
the number of directors, shall hold office for the remaining term of directors
of the class to which he or she has been elected and until his or her successor
shall be elected and shall qualify. A vacancy that will occur at a specific
later date may be filled before the vacancy occurs, but the new director will
not take office until the vacancy occurs.
 
 
 
 
 
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<PAGE>   11
 
 
 
         SECTION 3.6. Committees. The Board of Directors by resolution adopted
by the affirmative vote of a majority of the number of directors fixed by
Section 3.2(a) then in office may create one or more committees, appoint members
of the Board of Directors to serve on the committees and designate other members
of the Board of Directors to serve as alternates. Each committee shall consist
of two or more members of the Board of Directors. Unless otherwise provided by
the Board of Directors, members of the committee shall serve at the pleasure of
the Board of Directors. Each committee may exercise those aspects of the
authority of the Board of Directors which are within the scope of the
committee's assigned responsibilities or which the Board of Directors otherwise
confers upon such committee; provided, however, 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 be approved by shareholders;
 
              (c) fill vacancies on the Board of Directors or, unless the Board
    of Directors has specifically granted authority to the committee, its
    committees;
 
              (d) amend the Articles of Incorporation pursuant to the authority
    of directors to do so granted by the Wisconsin Business Corporation Law;
 
              (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; or
 
              (h) authorize or approve the issuance or sale or contract for sale
    of shares or determine the designation and relative rights, preferences and
    limitations of a class or series of shares, except that the Board of
    Directors may authorize a committee (or a senior executive officer of the
    Corporation, including without limitation the President and any Vice
    President) to do so within limits prescribed by the Board of Directors.
 
Except as required or limited by the Articles of Incorporation, the By-Laws, the
Wisconsin Business Corporation Law, or resolution of the Board of Directors,
each committee shall be authorized to fix its own rules governing the conduct of
its activities. Each committee shall make such reports to the Board of Directors
of its activities as the Board of Directors may request.
 
         SECTION 3.7. Compensation. Except as provided in the Articles of
Incorporation, the Board of Directors, irrespective of any personal interest of
any of its members, may fix the compensation of directors.
 
 
 
 
 
 
                                       33
<PAGE>   12
 
 
         SECTION 3.8. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law on the same date
as, and at the same place as, the annual meeting of shareholders, and each
adjourned session thereof. A regular meeting of a committee, if any, shall be at
such date, place, either within or outside the State of Wisconsin, and time as
such committee determines. Other regular meetings of the Board of Directors
shall be held at such dates, times and places, either within or outside the
State of Wisconsin, as the Chairman of the Board determines.
 
         SECTION 3.9. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer, the President or a
majority of the members of the Board of Directors. Special meetings of a
committee may be called by or at the request of the Chairman of a committee or a
majority of the committee members. The person or persons authorized to call
special meetings of the Board of Directors or a committee may fix any date, time
and place, either within or outside the State of Wisconsin, for any special
meeting of the Board of Directors or committee called by them.
 
         SECTION 3.10. Notice; Waiver. Notice of meetings shall be given at
least 24 hours prior thereto and shall state the date, time and place of the
meeting of the Board of Directors or committee. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors or committee need be specified in the notice of such meeting.
Notice may be communicated in person, by mail or other method of delivery, by
telephone, including voice mail, answering machine or answering service, or by
other electronic means. Written notice, which includes notice by electronic
transmission, is effective at the earliest of the following: (1) when received;
(2) on the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) two days after it is deposited with a private carrier; or (4)
when electronically transmitted. Oral notice is deemed effective when
communicated.
 
         A director may waive any notice required by the Wisconsin Business
Corporation Law, the Articles of Incorporation or the By-Laws before or after
the date and time stated in the notice. The waiver shall be in writing, signed
by the director entitled to the notice and retained by the Corporation.
Notwithstanding the foregoing, a director's attendance at or participation in a
meeting waives any required notice to such director of the meeting unless the
director at the beginning of the meeting or promptly upon such director's
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.
 
 
 
 
 
                                       34
 
<PAGE>   13
 
 
         SECTION 3.11. Quorum; Voting. Unless otherwise provided in the Articles
of Incorporation or the Wisconsin Business Corporation Law, a majority of the
number of directors fixed by Section 3.2(a) or appointed by the Board of
Directors to a committee shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors or committee; provided,
however, that even though less than such quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice. Except as otherwise provided in the Articles of
Incorporation, the By-Laws or the Wisconsin Business Corporation Law, if a
quorum is present when a vote is taken, the affirmative vote of a majority of
directors present is the act of the Board of Directors or committee.
 
         SECTION 3.12. Presumption of Assent. A director of the Corporation who
is present and is announced as present at a meeting of the Board of Directors or
a committee thereof at which action on any corporate matter is taken is deemed
to have assented to the action taken unless (i) such director objects at the
beginning of the meeting or promptly upon arrival to holding the meeting or
transacting business at the meeting, (ii) such 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, (iii) such director
delivers written notice of his dissent or abstention to the presiding officer of
the meeting before its adjournment or to the Corporation (directed to the
Secretary) immediately after adjournment of the meeting, or (iv) such 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 (directed to the Secretary) a written
notice of that failure promptly after receiving the minutes. A director who
votes in favor of action taken may not dissent or abstain from that action.
 
         SECTION 3.13. Informal Action Without Meeting. Any action required or
permitted by the Articles of Incorporation, the By-Laws or the Wisconsin
Business Corporation Law to be taken by the Board of Directors or a committee at
a meeting may be taken without a meeting if the action is taken by all of the
directors or committee members then in office. The action shall be evidenced by
one or more written consents describing the action taken, signed by each
director and retained by the Corporation. Any such consent is effective when the
last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this section has the effect of a
unanimous vote taken at a meeting at which all directors were present, and may
be described as such in any document.
 
 
 
 
 
                                       35
 
<PAGE>   14
 
 
         SECTION 3.14. Telephonic or Other Meetings. Unless the Articles of
Incorporation provide otherwise, any or all directors may participate in a
regular or special meeting of the Board of Directors or any committee thereof
by, or conduct the meeting through the use of, any means of communication by
which (i) all directors participating may simultaneously hear each other during
the meeting, (ii) all communication during the meeting is immediately
transmitted to each participating director, and (iii) each participating
director is able to immediately send messages to all other participating
directors. If the meeting is to be conducted through the use of any such means
of communication all participating directors shall be informed that a meeting is
taking place at which official business may be transacted. A director
participating in a meeting by this means is deemed to be present in person at
the meeting. Notwithstanding the foregoing, the Chairman of the Board, or other
presiding officer, shall, at any time, have the authority to deem any business
or resolution not appropriate for meetings held pursuant to this Section 3.14.
 
                              ARTICLE IV. OFFICERS
 
         SECTION 4.1. 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, any number of whom may be designated as Senior Executive Vice
President, Executive Vice President or Senior Vice President, a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors. Until such
time as the Board of Directors shall deem it desirable to elect a Chairman of
the Board such office may remain vacant, and while such office is vacant, the
powers and duties of the Chairman of the Board shall vest in and be performed by
the Chief Executive Officer of the Corporation. The Board of Directors may elect
or appoint a Vice Chairman of the Board. Such other officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Such other
assistant officers as may be deemed necessary may be appointed by the Board of
Directors, the Chief Executive Officer or the President for such term as is
specified in the appointment. The same natural person may simultaneously hold
more than one office in the Corporation.
 
         SECTION 4.2. 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 of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his successor shall have been
duly elected and qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
 
 
 
 
 
 
                                       36
 
<PAGE>   15
 
 
         SECTION 4.3. Resignation and Removal. An officer may resign at any time
by delivering notice to the corporation. The resignation is effective when the
notice is delivered, unless the notice specifies a later effective date and the
corporation accepts the later effective date. If a resignation is effective at a
later date, the Board of Directors may fill the pending vacancy before the
effective date if the Board of Directors provides that the successor may not
take office until the effective date. The Board of Directors may remove any
officer at any time with or without cause and notwithstanding the contract
rights, if any, of the officer removed. The Board of Directors, the Chief
Executive Officer or the President may remove any assistant officer who was
appointed by the Board, the Chief Executive Officer or the President. The
appointment of an officer or assistant officer does not itself create contract
rights.
 
         SECTION 4.4. 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. A vacancy in any
assistant office because of death, resignation, removal, disqualification or
otherwise may be filled by the Board of Directors, the Chief Executive Officer
or the President.
 
         SECTION 4.5. Chairman of the Board. The Chairman of the Board shall
preside at all annual and special meetings of shareholders and all regular and
special meetings of the Board of Directors, shall advise and counsel with the
Chief Executive Officer and shall be responsible for the administration and
management of the areas of the business and affairs of the Corporation assigned
to him or her from time to time by the Board of Directors.
 
         SECTION 4.6. Vice Chairman of the Board. The Vice Chairman of the Board
shall advise and counsel with the Chief Executive Officer and shall be
responsible for the administration and management of the areas of the business
and affairs of the Corporation assigned to him or her from time to time by the
Board of Directors.
 
         SECTION 4.7. Chief Executive Officer. The Chief Executive Officer shall
be the principal executive officer of the Corporation and, subject to the
control of the Board of Directors, shall have general supervision and control of
the business and affairs of the Corporation and its officers. The Chief
Executive Officer shall have the authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the Corporation as the Chief Executive Officer deems necessary, prescribe their
powers, duties and compensation, and delegate authority to them. Such agents and
employees shall hold offices at the discretion of the Chief Executive Officer.
The Chief Executive Officer 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 the Board of Directors. Except as
otherwise provided by the Wisconsin Business Corporation Law or the Board of
Directors, the Chief Executive Officer may authorize any other officer or agent
of the Corporation to sign, execute and acknowledge such documents in his place
and stead. In general, the Chief Executive Officer shall have all authority and
perform all duties incident to the office of the chief executive offices and
such other duties as may be prescribed by the Board of Directors from time to
time.
 
 
 
 
 
 
                                       37
 
<PAGE>   16
 
 
 
         SECTION 4.8 President. In the absence of the Chief Executive Officer or
in the event of his death, inability or refusal to act, the President shall
perform the duties of the Chief Executive Officer, and when so acting shall have
all the powers and duties of the Chief Executive Officer. In addition, the
President shall be responsible for the administration and management of the
areas of the business and affairs of the Corporation assigned to him from time
to time by the Board of Directors or the Chief Executive Officer.
 
         SECTION 4.9. Vice Presidents. One or more of the Vice Presidents may be
designated as Senior Executive Vice President, Executive Vice President or
Senior Vice President. In the absence of the President or in this event of his
death, inability or refusal to act, the Vice Presidents in the order designated
at the time 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. Any Vice
President shall perform such other duties as are incident to the office of Vice
President or as may be prescribed from time to time by the Board of Directors,
the Chief Executive Officer or the President.
 
         SECTION 4.10. Secretary. The Secretary shall: (i) keep the minutes of
the shareholders and Board of Directors meetings in one or more books provided
for that purpose, (ii) see that all notices are duly given in accordance with
the provisions of the By-Laws or as required by law, (iii) be custodian of the
Corporation's records and of the seal of the Corporation, (iv) see that the seal
of the Corporation is affixed to all appropriate documents the execution of
which on behalf of the Corporation under its seal is duly authorized, (v) keep a
register of the address of each shareholder which shall be furnished to the
Secretary by such shareholder, and (vi) perform all duties incident to the
office of Secretary and such other duties as may be prescribed from time to time
by the Board of Directors, the Chief Executive Officer or the President.
 
         SECTION 4.11. Treasurer. The Treasurer shall: (i) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(ii) 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, and (iii) 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 by the Board of Directors, the
Chief Executive Officer or the President.
 
         SECTION 4.12. Assistant Secretaries and Assistant Treasurers. An
Assistant Secretary, if any, when authorized by the Board of Directors, may sign
with the Chief Executive Officer, the President or any Vice President
certificates for shares of the Corporation, the issuance of which shall have
been authorized by a resolution of the Board of Directors. An Assistant
Treasurer, if any, shall, if required by the Board of Directors, give bonds for
the faithful discharge of his 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 as shall be assigned to them
by the Board of Directors, the Chief Executive Officer, the President, the
Secretary or the Treasurer, respectively.
 
 
 
 
 
 
 
                                       38
 
<PAGE>   17
 
 
 
 
         SECTION 4.13. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors or a committee authorized by the
Board to fix the same, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the Corporation or a
member of such committee.
 
 
           ARTICLE V. CONTRACTS; VOTING OF STOCK IN OTHER CORPORATIONS
 
         SECTION 5.1. Contracts. The Board of Directors may authorize any
officer or officers, committee, or any agent or agents to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authorization may be general or confined to specific
instances.
 
         SECTION 5.2. Voting of Stock in Other Corporations. The Board of
Directors by resolution shall from time to time designate one or more persons to
vote all stock held by this Corporation in any other corporation or entity, may
designate such persons in the alternative and may empower them to execute
proxies to vote in their stead. In the absence of any such designation by the
Board of Directors, the President shall be authorized to vote any stock held by
the Corporation or execute proxies to vote such stock.
 
 
             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
 
         SECTION 6.1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by, or under the
authority of a resolution of, the Board of Directors, which shall be consistent
with the requirements of the Wisconsin Business Corporation Law. Such
certificates shall be signed by the Chief Executive Officer, the President or a
Vice President and by the Secretary or an Assistant Secretary. The validity of a
share certificate is not affected if a person who signed the certificate no
longer holds office when the certificate is issued. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors or its designee may prescribe.
 
         SECTION 6.2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes, except as otherwise
required by the Wisconsin Business Corporation Law.
 
 
 
 
 
 
                                       39
 
<PAGE>   18
 
 
         SECTION 6.3. Stock Regulations. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Wisconsin as they may deem
expedient concerning the issue, transfer and registration of certificates
representing shares of the Corporation, including the appointment or designation
of one or more stock transfer agents and one or more stock registrars.
 
 
                     ARTICLE VII. INDEMNIFICATION; INSURANCE
 
         SECTION 7.1. Indemnity of Directors, Officers, Designated Employees and
Designated Agents.
 
              (a) Definitions to Indemnification and Insurance Provisions.
 
                   (1) "Director, Officer, Employee or Agent" means any of the
         following: (i) a natural person who is or was a director, officer,
         employee or agent of the Corporation; (ii) a natural person who, while
         a director, officer, employee or agent of the Corporation, is or was
         serving either pursuant to the Corporation's specific request or as a
         result of the nature of such person's duties to the Corporation as a
         director, officer, partner, trustee, member of any governing or
         decision-making committee, manager, employee or agent of another
         corporation or foreign corporation, partnership, joint venture, trust
         or other enterprise; (iii) a natural person who, while a director,
         officer, employee or agent of the Corporation, is or was serving an
         employee benefit plan because his duties to the Corporation also impose
         duties on, or otherwise involve services by, the person to the plan or
         to participants in or beneficiaries of the plan; or (iv) unless the
         context requires otherwise, the estate or personal representative of a
         director, officer, employee or agent. Notwithstanding the foregoing,
         any natural person who is or was an agent or an employee but is not or
         was not also a director or officer shall not fall within the foregoing
         definition and shall not be entitled to indemnification under this
         Section 7.1 unless the Board of Directors or committee appointed
         thereby determines such agent or employee shall be entitled to the
         indemnification provided herein. This Section 7.1 shall not deny
         indemnification due to any person from the Corporation as required by
         the Wisconsin Business Corporation Law.
 
                   (2) "Expenses" means all reasonable fees, costs, charges,
         disbursements, attorneys' fees and any other expenses incurred in
         connection with a Proceeding.
 
                   (3) "Liability" means the obligation to pay a judgment,
         penalty, assessment, forfeiture or fine, including an excise tax
         assessed with respect to an employee benefit plan, the agreement to pay
         any amount in settlement of a Proceeding (whether or not approved by a
         court order), and reasonable expenses and interest related to the
         foregoing.
 
                   (4) "Party" means a natural person who was or is, or who is
         threatened to be made, a named defendant or respondent in a Proceeding.
 
 
 
 
 
 
                                       40
 
<PAGE>   19
 
 
 
                   (5) "Proceeding" means any threatened, pending or completed
         civil, criminal, administrative or investigative action, suit,
         arbitration or other proceeding, whether formal or informal (including
         but not limited to any act or failure to act alleged or determined to
         have been negligent, to have violated the Employee Retirement Income
         Security Act of 1974, or to have violated Section 180.0833 of the
         Wisconsin Statutes, or any successor thereto, regarding improper
         dividends, distributions of assets, purchases of shares of the
         Corporation, or loans to officers), which involves foreign, federal,
         state or local law and which is brought by or in the right of the
         Corporation or by any other person or entity.
 
              (b) Indemnification of Officers, Directors, Employees and Agents.
 
                   (1) The Corporation shall indemnify a Director, Officer,
         Employee or Agent to the extent he has been successful on the merits or
         otherwise in the defense of any Proceeding, for all reasonable Expenses
         incurred in the Proceeding if the Director, Officer, Employee or Agent
         was a Party because he is a Director, Officer, Employee or Agent of the
         Corporation.
 
                   (2) In cases not included under subsection (1), the
         Corporation shall indemnify a Director, Officer, Employee or Agent
         against Liability and Expenses incurred in a Proceeding to which the
         Director, Officer, Employee or Agent was a Party because he is a
         Director, Officer, Employee or Agent of the Corporation, unless it is
         determined by final judicial adjudication that such person breached or
         failed to perform a duty such person owed to the Corporation and the
         breach or failure constitutes any of the following:
 
                        (i)   A willful failure to deal fairly with the
              Corporation or its shareholders in connection with a matter in
              which the Director, Officer, Employee or Agent has a material
              conflict of interest;
 
                        (ii)  A violation of criminal law, unless the Director,
              Officer, Employee or Agent had reasonable cause to believe that
              his conduct was lawful or no reasonable cause to believe his
              conduct was unlawful;
 
                        (iii) A transaction from which the Director, Officer,
              Employee or Agent derived an improper personal profit; or
 
                        (iv)  Willful misconduct.
 
                   (3) Indemnification under this Section 7.1 is not required to
         the extent the Director, Officer, Employee or Agent has previously
         received indemnification or allowance of expenses from any person or
         entity, including the Corporation, in connection with the same
         Proceeding.
 
 
 
 
 
 
 
 
 
                                       41
 
 
 
 
<PAGE>   20
 
 
                   (4) Indemnification required under subsection (b) (1) shall
         be made within 10 days of receipt of a written demand for
         indemnification. Indemnification required under subsection (b) (2)
         shall be made within 30 days of receipt of a written demand for
         indemnification.
 
                   (5) Upon written request by a Director, Officer, Employee or
         Agent who is a Party to a Proceeding, the Corporation shall pay or
         reimburse his reasonable Expenses as incurred if the Director, Officer,
         Employee or Agent provides the Corporation with all of the following:
 
                        (i)  A written affirmation of his good faith belief that
              he is entitled to indemnification under Section 7.1; and
 
                        (ii) A written undertaking, executed personally or on
              his behalf, to repay all amounts advanced without interest to the
              extent that it is ultimately determined that indemnification under
              Section 7.1(b)(2) is prohibited. The undertaking under this
              subsection shall be accepted without reference to the ability of
              the Director, Officer, Employee or Agent to repay the allowance.
              The undertaking shall be unsecured.
 
 
 
 
 
                                       42
 
 
<PAGE>   21
 
 
              (c) Determination that Indemnification is Proper.
 
                   (1) Unless provided otherwise by a written agreement between
         the Director, Officer, Employee or Agent and the Corporation,
         determination of whether indemnification is required under subsection
         (b) shall be made by one of the following methods, which in the case of
         a Director or Officer seeking indemnification shall be selected by such
         Director or Officer: (i) by a majority vote of a quorum of the Board of
         Directors consisting of directors who are not at the time Parties to
         the same or related Proceedings or, if a quorum of disinterested
         directors cannot be obtained, by a majority vote of a committee duly
         appointed by the Board of Directors (which appointment by the Board may
         be made by directors who are parties to the Proceeding) consisting
         solely of two or more directors who are not at the time parties to the
         same or related Proceedings, (ii) by independent legal counsel selected
         by a quorum of the Board of Directors or its committee constituted as
         required under (i) above or, if unable to obtain such a quorum or
         constitute such committee, by a majority vote of the full Board of
         Directors, including directors who are parties to the same or related
         Proceedings, (iii) by a panel of three arbitrators consisting of (a)
         one arbitrator selected by a quorum of the Board of Directors or its
         committee constituted as required under (i), above, or, if unable to
         obtain such a quorum or committee, by a majority vote of the full Board
         of Directors, including directors who are parties to the same or
         related Proceedings, (b) one arbitrator selected by the director or
         officer seeking indemnification and (c) one arbitrator selected by the
         other two arbitrators, (iv) by an affirmative vote of shareholders as
         provided under Section 2.9, except that shares owned by, or voted under
         the control of, persons who are at the time parties to the same or
         related proceedings, whether as plaintiffs or defendants or in any
         other capacity, may not be voted in making the determination, or (v) by
         a court of competent jurisdiction as permitted under the Wisconsin
         Business Corporation Law; provided, however, that with respect to any
         additional right to indemnification permissible under the Wisconsin
         Business Corporation Law and granted by the Corporation, the
         determination of whether such additional right of indemnification is
         required shall be made by any method permissible under the Wisconsin
         Business Corporation Law, as such methods may be limited by the grant
         of such additional right to indemnification. The termination of a
         Proceeding by judgment, order, settlement or conviction, or upon a plea
         of no contest or an equivalent plea, does not, by itself create a
         presumption that indemnification of the Director, Officer, Employee or
         Agent is not required under this Article.
 
 
 
 
 
 
 
 
 
                                       43
 
 
<PAGE>   22
 
 
                   (2) A Director, Officer, Employee or Agent who seeks
         indemnification under this Section 7.1 shall make a written request to
         the Corporation. As a further pre-condition to any right to receive
         indemnification, the writing shall contain a declaration that the
         Corporation shall have the right to exercise all rights and remedies
         available to such Director, Officer, Employee or Agent against any
         other person, corporation, foreign corporation, partnership, joint
         venture, trust or other enterprise, arising out of, or related to, the
         Proceeding which resulted in the Liability and the Expense for which
         such Director, Officer, Employee or Agent is seeking indemnification,
         and that the Director, Officer, Employee or Agent is hereby deemed to
         have assigned to the Corporation all such rights and remedies.
 
              (d) Severability. The provisions of this Section 7.1 shall not
    apply in any circumstance where a court of competent jurisdiction determines
    that indemnification would be invalid as against public policy, but such
    provisions shall not apply only to the extent that they are invalid as
    against public policy and shall otherwise remain in full force and effect.
 
              (e) Limitation or Expansion of Indemnification. The right to
    indemnification under this Section 7.1 may be limited or reduced only by
    subsequent affirmative vote of not less than two-thirds of the Corporation's
    outstanding shares entitled to vote on such matters. Any limitation or
    reduction in the right to indemnification may only be prospective from the
    date of such vote. The Board of Directors, however, shall have the authority
    to expand the indemnification permitted under this Section 7.1 to the
    fullest extent permissible under the Wisconsin Business Corporation Law as
    in effect on the date of any such resolution with or without further
    amendment to this Section 7.1.
 
         SECTION 7.2. Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is a Director,
Officer, Employee or Agent against any Liability asserted against or incurred by
the individual in any such capacity or arising out of his status as such,
regardless of whether the Corporation is required or authorized to indemnify or
allow expenses to the individual under Section 7.1.
 
 
                            ARTICLE VIII. AMENDMENTS
 
         SECTION 8.1. Amendment by the Board of Directors. The By-Laws of the
Corporation may be amended or repealed by the Board of Directors unless any of
the following apply:
 
              (a) The Articles of Incorporation, the particular by-law or the
    Wisconsin Business Corporation Law reserve this power exclusively to the
    shareholders in whole or part;
 
              (b) The shareholders in adopting, amending, or repealing a
    particular by-law provide expressly within the by-law that the Board of
    Directors may not amend, repeal or readopt that by-law; or
 
 
 
 
 
 
                                       44
 
<PAGE>   23
 
 
 
              (c) The by-law fixes a greater or lower quorum requirement or
    greater voting requirement for the Board of Directors, unless the
    shareholders in adopting or amending such by-law provide expressly within
    the by-law that it may be amended or repealed by a specified vote of the
    Board of Directors.
 
The Corporation's By-Laws may be amended, altered, or repealed, and new By-Laws
may be enacted, only by the affirmative vote of not less than a majority of the
entire Board of Directors then in office. Action by the Board of Directors to
adopt or amend a by-law that changes the quorum or voting requirement for the
Board of Directors must meet the same quorum requirement and be adopted by the
same vote required to take action under the quorum and voting requirement then
in effect, except where a different voting requirement is specified as provided
in Section 8.1(c).
 
         SECTION 8.2. Amendment by the Corporation's Shareholders. The
Corporation's shareholders may amend or repeal the Corporation's By-Laws or
adopt new by-laws even though the Board of Directors may also amend or repeal
the Corporation's By-Laws or adopt new by-laws. The Corporation's By-Laws may be
amended, altered or repealed, and new By-Laws may be enacted, only by the
affirmative vote of the holders of not less than 75% of the outstanding shares
of the Corporation entitled to vote at a meeting of shareholders duly called for
such purpose and by the affirmative vote of the holders of not less than a
majority of the shares of each class or series, if any, entitled to vote thereon
at such meeting. The adoption or amendment of a by-law that adds, changes or
deletes a greater or lower quorum requirement or a greater voting requirement
for shareholders or the Board of Directors must meet the same quorum and voting
requirement then in effect.
 
         SECTION 8.3. Implied Amendments. Any action taken or authorized by the
Board of Directors or by the shareholders which would be inconsistent with the
By-Laws then in effect but which is taken or authorized by affirmative vote of
not less than the number of directors or the shares 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 IX. CORPORATE SEAL
 
         SECTION 9.1. Corporate Seal. The Board of Directors may provide for a
corporate seal which may be circular in form and have inscribed thereon any
designation including the name of the Corporation, Wisconsin as the state of
incorporation, and the words "Corporate Seal." Any instrument executed in the
corporate name by the proper officers of the Corporation under any seal,
including the words "Seal," "Corporate Seal" or similar designation, is sealed
even though the corporate seal is not used.
 
 
 
 
 
 
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<PAGE>   24
 
 
                          ARTICLE X. EMERGENCY BY-LAWS
 
         SECTION 10.1. Emergency By-Laws. Unless the Articles of Incorporation
provide otherwise, the following provisions of this Article X shall be effective
during an "Emergency," which is defined as a catastrophic event that prevents a
quorum of the Corporation's directors from being readily assembled.
 
         SECTION 10.2. Notice of Board Meetings. During an Emergency, any one
member of the Board of Directors or any one of the following officers: Chairman
of the Board, Vice Chairman of the Board, Chief Executive Officer, President,
any Vice-President, Secretary or Treasurer, may call a meeting of the Board of
Directors. Notice of such meeting need be given only to those directors whom it
is practicable to reach, and may be given in any practical manner, including by
publication or radio. Such notice shall be given at least six hours prior to
commencement of the meeting.
 
         SECTION 10.3. Temporary Directors and Quorum. One or more officers of
the Corporation present at the Emergency meeting of the Board of Directors, as
is necessary to achieve a quorum, shall be considered to be directors for the
meeting, and shall so serve in order of rank, and within the same rank, in order
of seniority. In the event that less than a quorum (as determined by Section
3.11) of the directors are present (including any officers who are to serve as
directors for the meeting), those directors present (including the officers
serving as directors) shall constitute a quorum.
 
         SECTION 10.4. Actions Permitted To Be Taken. The Board of Directors as
constituted in Section 10.3, and after notice as set forth in Section 10.2 may:
 
              (a) Officers' Powers. Prescribe emergency powers to any officers
    of the Corporation;
 
              (b) Delegation of Any Power. Delegate to any officer or director,
    any of the powers of the Board of Directors;
 
              (c) Lines of Succession. Designate lines of succession of officers
    and agents, in the event that any of them are unable to discharge their
    duties;
 
              (d) Relocate Principal Place of Business. Relocate the principal
    place of business, or designate successive or simultaneous principal places
    of business; and
 
              (e) All Other Action. Take any and all other action, convenient,
    helpful, or necessary to carry on the business of the Corporation.
 
 
 
 
 
 
 
 
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<PAGE>   25
 
 
Corporate action taken in good faith in accordance with the emergency by-laws
binds the Corporation and may not be used to impose liability on any of the
Corporation's directors, officers, employees or agents.
 
 
 
                                        Last Revised:
                                        May 24, 2000