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EXHIBIT (3)(b)
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that the
Statement on Schedule 13D (the "Statement") filed on or about this date with
respect to shares of common stock, par value $1.00 per share, of Xxxx-Xxxxxx
Incorporated, a Wisconsin corporation, is being filed on behalf of the
undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(f)
promulgated under the Securities Exchange Act of 1934, as amended, each person
on whose behalf the Statement is filed is responsible for the timely filing of
such statement and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein, and that
such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of the
undersigned, each of which, taken together, shall constitute one and the same
instrument.
Date: May 4, 1998
SNAP-ON PACE COMPANY
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
SNAP-ON INCORPORATED
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President
