BY-LAWS

                                       OF

                            CASPERS TIN PLATE COMPANY

                                    ARTICLE I

                                     OFFICES

The principal office of the corporation in the State of Illinois shall be
located in the City of Chicago and County of Cook. The corporation may have such
other offices, either within or without the State of Illinois, as the business
of the corporation may require from time to time.

The registered office of the corporation required by The Business Corporation
Act to be maintained in the State of Illinois may be, but need not be, identical
with the principal office in the State of Illinois, and the address of the
registered office may be changed from time to time by the board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the second Tuesday in April in each year, beginning with the year 1973, at
the hour of 10:00 A.M., for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, 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 for any annual meeting, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as conveniently may be.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the president, by the board of directors or by the holders of not less than
one-fifth of all the outstanding shares of the corporation.

SECTION 3. PLACE OF MEETING. The board of directors may designate any place,
either within or without the State of Illinois, as the place of meeting for any
annual meeting or for any special meeting called by the board of directors. A
waiver of notice signed by all shareholders may designate any place, either
within or without the State of Illinois, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Illinois, except as otherwise provided in section 5 of this article.

SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place, day
and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than forty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than forty days before the
meeting, either personally or by mail, by or at the direction of the president,
or the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the records of the
corporation, with postage thereon prepaid.

SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at
any time and place, either within or without the State of Illinois, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.





SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
board of directors of the corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any case, forty days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days, or in the case of a merger or
consolidation, at least twenty days, immediately preceding such, meeting. In
lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than forty days and, for a meeting of
shareholders, not less than ten days, or in the case of a merger or
consolidation not less than twenty days, immediately preceding such meeting. If
the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in this State, shall be prima facie evidence
as to who are the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.

SECTION 8. QUORUM. A majority of the outstanding shares of the corporation,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders; provided, that if less than a majority of the outstanding shares
are represented at said meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required by The Business Corporation Act, the
articles of incorporation or these by-laws.

SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

SECTION 10. VOTING OF SHARES. Subject to the provisions of section 12 of this
article, each outstanding share, regardless of class, shall be entitled to one
vote upon each matter submitted to vote at a meeting of shareholders.

SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent,
or proxy as the by-laws of such corporation may prescribe, or, in the absence of
such provision, as the board of directors of such corporation may determine.

Shares standing in the name of a deceased person, a minor ward or an incompetent
person, may be voted by his administrator, executor, court appointed guardian or
conservator, either in person or by proxy without a transfer of such shares into
the name of such administrator, executor, court appointed guardian or
conservator. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy.





Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority so to do be contained in
an appropriate order of the court by which such receiver was appointed.

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

Shares of its own stock belonging to this corporation 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 of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

SECTION 12. CUMULATIVE VOTING. In all elections for directors, every shareholder
shall have the right to vote, in person or by proxy, the number of shares owned
by him, for as many persons as there are directors to be elected, or to cumulate
said shares, and give one candidate as many votes as the number of directors
multiplied by the number of his shares shall equal, or to distribute them on the
same principle among as many candidates as he shall see fit.

SECTION 13. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders.

Each report of an inspector shall be in writing and signed by him or by a
majority of them if there be more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.

SECTION 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at
a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

SECTION 15. VOTING BY BALLOT. Voting on any question or in any election may be
viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

                                   ARTICLE III

                                    DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by its board of directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
corporation shall be three. Each director shall hold office until the next
annual meeting of shareholders or until his successor shall have been elected
and qualified. Directors need not be residents of Illinois or shareholders of
the corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall
be held without other notice than this by-law, immediately after, and at the
same place as, the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place, either within or without the State
of Illinois, for the holding of additional regular meetings without other notice
than such resolution.





SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be
called by or at the request of the president or any two directors. The person or
persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the board of directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least five
days previous thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws
shall constitute a quorum for transaction of business at any meeting of the
board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

SECTION 7. 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.

SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and any
directorship to be filled by reason of an increase in the number of directors,
may be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.

SECTION 9. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by the
articles of incorporation or by-laws, any action required to be taken at a
meeting of the board of directors, or any other action which may betaken at a
meeting of the board of directors or the executive committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of the
executive committee shall have the same effect as a unanimous vote, and may be
stated as such in any document filed with the Secretary of State.

SECTION 10. COMPENSATION. The board of directors, by the affirmative vote of a
majority of directors then in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise. By resolution of the board of directors the directors may be paid
their expenses, if any, of attendance at each meeting of the board.

SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is present
at a meeting of the board of directors at which action on any corporate matter
is taken shall be conclusively presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.





                                   ARTICLE IV

                                    OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall be a president, one or
more vice-presidents (the number thereof to be determined by the board of
directors), a treasurer, and a secretary, and such assistant treasurers,
assistant secretaries or other officers as may be elected or appointed by the
board of directors. Any two or more offices may be held by the same person,
except the offices of president and secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be
elected annually by the board of directors at the first meeting of the board of
directors held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Vacancies may be filled or new offices filled
at any meeting of the board of directors. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided. Election or appointment of an officer or agent shall not
of itself create contract rights.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation,
removal, is qualification or otherwise, may be filled by the board of directors
for the unexpired portion of the term.

SECTION 5. PRESIDENT. The president shall be the principal executive officer of
the corporation and shall in general supervise and control all of the business
and affairs of the corporation. He shall preside at all meetings of the
shareholders and of the board of directors. He may sign, with the secretary or
any other proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general 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.

SECTION 6. THE VICE-PRESIDENTS. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the event there be
more than one vice-president, the vice presidents in the order designated, 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 an assistant secretary,
certificates for shares of the corporation; and shall perform such other duties
as from time to time may be assigned to him by the president or by the board of
directors.

SECTION 7. THE TREASURER. 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. He shall: (a)
have charge and custody of and be responsible for all funds and securities of
the corporation; 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 Article V of these by-laws; (b)
in general perform all the duties incident to the office of treasurer and such
other duties as from to time may be assigned to him by the president or by the
board of directors.

SECTION 8. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all





certificates for shares prior to the issue thereof and to all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post-office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a
vice-president, certificates for shares of the corporation, the issue 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; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the board of
directors.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. 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 as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries, in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

SECTION 10. SALARIES. The salaries of the officers shall be fixed from time to
time by the board of directors 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

SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, 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 authority
may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined
to specific instances.

SECTION 3. 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
resolution of the board of directors.

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the board of directors may select.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and shall be
sealed with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name 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 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 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 may prescribe.





SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation shall be
made only on the 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 the owner thereof for all
purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January in
each year and end on the last day of December in each year.

                                  ARTICLE VIII

                                    DIVIDENDS

The board of directors may from time to time, declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its articles of incorporation.

                                   ARTICLE IX

                                      SEAL

The board of directors shall provide a corporate seal which shall be in the form
of a circle and shall have inscribed thereon the name of the corporation and the
words, "Corporate Seal, Illinois."

                                    ARTICLE X

                                WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of
these by-laws or under the provisions of the articles of incorporation or under
the provisions of The Business Corporation Act of the State of Illinois, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

                                   ARTICLE XI

                                   AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted
at any meeting of the board of directors of the corporation by a majority vote
of the directors present at the meeting.

                                   ARTICLE XII

                                 INDEMNIFICATION

Each director, each officer and each other person who may have acted as a
representative of the corporation at its request, and his heirs, executors and
administrators, shall be indemnified by the corporation against any costs and
expenses, including counsel fees, reasonably incurred in connection with any
civil, criminal, administrative or other claim, action, suit or proceeding in
which he or they may become involved or with which he or they may be threatened,
by reason of his being or having been a director or officer of the corporation
or by reason of his serving or having served any corporation, trust, committee,
firm or other organization as director, officer, employee, trustee, member or
otherwise at the request of the corporation,





and against any payments in settlement of any such claim, action, suit or
proceeding or in satisfaction of any related judgment, fine or penalty, except
costs, expenses or payments in relation to any matter as to which he shall be
finally adjudged derelict in the performance of his duties to the corporation,
or in relation to any matter as to which there has been no adjudication with
respect to his performance of his duties to the corporation unless the
corporation shall receive an opinion from independent counsel that the director,
officer or representative has not so been derelict. In the case of a criminal
action, suit or proceeding, a conviction or judgment (whether after trial or
based on a plea of guilty or nolo contendere or its equivalent) shall not be
deemed an adjudication that the director, officer or representative was derelict
in the performance of his duties to the corporation if he acted in good faith in
what he considered to be the best interests of the corporation and with no
reasonable cause to believe the action was illegal. The foregoing right of
indemnification shall not be exclusive of other rights to which directors,
officers and others may be entitled as a matter of law or otherwise.