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                                                                   EXHIBIT 3(ii)

                                     
                                     BY-LAWS
                                       OF
                           F & M BANCORPORATION, INC.
                            (A WISCONSIN CORPORATION)

                                 INTRODUCTION -
                               VARIABLE REFERENCES


        0.01. Date of annual shareholders' meeting (See Section 2.01.):

               7:00 p.m.         4th     Tuesday        April         1986
                 (Hour)        (Week)      (Day)       (Month)     (First Year)

        0.02. Required notice of shareholders' meeting (See Section 2.04): not
less than ten (10) days.

        0.03.  Authorized number of directors (See Section 3.01.):  Nine (9)

        0.04.  Required notice of directors' meetings (See Section 3.05.): 
               (a) not less than 72 hours if by mail, and 
               (b) not less than 24 hours if by telecopy, e-mail, overnight 
courier, telegram or personal delivery.

        0.05. Authorized number of Vice-Presidents (See Section 4.01.): Such
number and designation of vice presidents, (i.e., Executive Vice President,
Senior Vice President, Vice President, Vice President-__________, Assistant Vice
President), as may be designated from time to time by the Board of Directors.
[AMENDED 10/29/98]



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                               ARTICLE I. OFFICES

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

        1.02. Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.

                            ARTICLE II. SHAREHOLDERS

        2.01. Annual Meeting. The annual meeting of the shareholders shall be
held at the date and hour in each year set forth in Section 0.01, or at such
other time and date within thirty days before or after said date as may be fixed
by or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

        2.02. Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors or by the person designated in the
written request of the holders of not less than one-tenth of all shares of the
corporation entitled to vote at the meeting.

        2.03. Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Wisconsin, as the
place for the holding of such meeting. If no designation is made, or if a
special




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meeting be otherwise called, the place of meeting shall be the principal
business office of the corporation in the State of Wisconsin or such other
suitable place in the county of such principal office as may be designated by
the person calling such meeting, but any meeting may be adjourned to reconvene
at any place designated by vote of a majority of the shares represented thereat.

        2.04. Notice of Meeting. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than the number of days
set forth in Section 0.02 (unless a longer period is required by law or the
articles of incorporation) not more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or other 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 stock record
books of the corporation, with postage thereon prepaid.

        2.05. 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 any adjournment thereof, 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 may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, seventy 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
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 seventy
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. 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 close of business on the date on which notice of the
meeting is mailed or on 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. When a 




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determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof except here the determination has been made through
the closing of the stock transfer books and the stated period of closing has
expired.

        2.06. Voting Records. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting, or any adjournment thereof, with the address of and the number of
shares held by each. Such record shall 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 for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

        2.07. Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation. Though less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

        2.08. Conduct of Meeting. The Chairman of the Board, and in his absence,
the President, and in his absence, a Vice-President in the order provided under
Section 4.06, and in their absence, any person chosen by the shareholders
present shall call the meeting of the shareholder to order and shall act as
chairman of the meeting, and the Secretary of the corporation shall act as
secretary of all meetings of the shareholders, but, in the absence of the
Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.

        2.09. Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the shareholder
or by his duly authorized attorney 





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in fact. Such proxy shall be filed with the Secretary of the corporation before
or at the time of the meeting. Unless otherwise provided in the proxy, a proxy
may be revoked at any time before it is voted, either by written notice filed
with the Secretary or the acting secretary of the meeting or by oral notice
given by the shareholder to the presiding officer during the meeting. The
presence of a shareholder who has filed his proxy shall not of itself constitute
a revocation. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy. The Board of Directors shall
have the power and authority to make rules establishing presumptions as to the
validity and sufficiency of proxies.

        2.10. Voting of Shares. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the articles of incorporation.

        2.11.  Voting of Shares by Certain Holders.

        (a)    Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president of such
corporation or any other officer appointed by such president. A proxy executed
by any principal officer of such other corporation or assistant thereto shall be
conclusive evidence of the signer's authority to act, in the absence of express
notice to this corporation, given in writing to the Secretary of this
corporation, of the designation of some other person by the board of directors
or the by-laws of such other corporation.

        (b)    Legal Representatives and Fiduciaries. Shares held by any
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver,
or assignee for creditors may be voted by him, either in person or by proxy,
without a transfer of such shares into his name provided that there is filed
with the Secretary before or at the time of meeting proper evidence of his
incumbency and the number of shares held. Shares standing in the name of a
fiduciary may be voted by him, either in person or by proxy. A proxy executed by
a fiduciary, shall be conclusive evidence of the signer's authority to act, in
the absence of express notice to this corporation, given in writing to the
Secretary of this corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.




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        (c) Pledgees. 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.

        (d) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares
held by another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by this corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares entitled to vote, but shares of its own issue held by this
corporation in a fiduciary capacity, or held by such other corporation in a
fiduciary capacity, may be voted and shall be counted in determining the total
number of outstanding shares entitled to vote.

        (e) Minors. Shares held by a minor may be voted by such minor in person
or by proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has received written
notice or has actual knowledge that such shareholder is a minor.

        (f) Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.

        (g) Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted in
person or by proxy signed by any one or more of such individuals if either (i)
no other such individual or his legal representative is present and claims the
right to participate in the voting of such shares or prior to the vote files
with the Secretary of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the corporation has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.

        2.12. Waiver of Notice by Shareholders. Whenever any notice whatever is
required to be given to any shareholder of the corporation under the articles of
incorporation or by-laws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the 




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time of meeting, by the shareholder entitled to such notice, shall be deemed
equivalent to the giving of such notice; provided that such waiver in respect to
any matter of which notice is required under any provision of the Wisconsin
Business Corporation Law, shall contain the same information as would have been
required to be included in such notice, except the time and place of meeting.

        2.13. Unanimous Consent without Meeting. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
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
the shareholders entitled to vote with respect to the subject matter thereof.

[THIS SECTION CREATED BY BOARD OF DIRECTORS ACTION ON 10/29/98:]

        2.14.  Prior Notice of Shareholder Nominations and/or Proposals.

        (a)    Prior Notice of Annual Meetings. Except with respect to
nominations or proposals adopted or recommended by the Board of Directors for
inclusion in the corporation's proxy statement for its annual meeting, a
shareholder entitled to vote at a meeting may nominate a person or persons for
election as directors or propose action(s) to be taken at a meeting only if
written notice of any shareholder nomination and/or proposal to be considered
for a vote at an annual meeting of shareholders is delivered personally or
mailed by certified mail return receipt requested at least ninety (90) days but
not more than one hundred fifty (150) days before the scheduled date of such
meeting to the Secretary of the corporation at the principal business office of
the corporation. If the corporation has not announced a scheduled meeting date,
such notice must be received at least ninety (90) days prior to the date of the
previous year's annual meeting.

        (b) Nominations. With respect to shareholder nomination(s) for election
of directors, each such notice shall set forth:

            (1) the name and address of the shareholder who intends to make the
nomination(s), of any beneficial owner of shares on whose behalf such nomination
is being made, and of the person(s) to be nominated;

            (2) a representation that the shareholder is a holder of record of
stock of the corporation entitled to vote at such meeting (including the number
of shares the shareholder owns and the length of time the shares have been held)
and that the shareholder intends to appear in person or by proxy at the meeting
to nominate the person(s) specified in the notice;



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            (3) a description of all arrangements and understandings between the
shareholder or any beneficial holder on whose behalf it holds such shares, and
their respective affiliates, of each nominee and any other person(s), naming
such person(s), pursuant to which the nominations(s) are to be made by the
shareholder;

            (4) such other information regarding each nominee proposed by such
shareholder which would have been required to be included in the proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission,
whether or not such rules are applicable, had such nominee been nominated by the
Board of Directors; and

            (5) the consent of each nominee to serve as a director of the
corporation. 

        (c) Proposals. With respect to shareholder proposal(s) for action to be
taken at the annual meeting of shareholders, the notice shall clearly set forth;

            (1) the name and address of the shareholder who intends to make the
proposal(s);

            (2) a representation that the shareholder is a holder of record
of stock of the corporation entitled to vote at such meeting (including the
number of shares the shareholder owns and the length of time the shares have
been held) and that the shareholder intends to appear in person or by proxy at
the meeting to make the proposal(s) specified in the notice;

            (3) the proposal(s) and a brief supporting statement of such
proposal(s); and

            (4) such other information regarding the proposal(s) as would have
been required to be included in a proxy statement filed pursuant to the rules of
the Securities and Exchange Commission, whether or not such rules are
applicable.

        (d) Prior Notice for Special Meetings. Except with respect to the
nomination(s) or proposal(s) adopted or recommended by the Board of Directors
for inclusion in the notice to shareholders for a special meeting of the
shareholders, a shareholder entitled to vote at a special meeting may nominate a
person or persons for election as director(s) and/or propose action(s) to be
taken at a special meeting only if written notice of any shareholder
nomination(s) and/or proposal(s) to be considered for a vote at the special
meeting is delivered personally or mailed by certified mail return receipt
requested to the Secretary of the corporation at the principal office of the
corporation so that it is received within ten (10) days after the announcement
of the special meeting and only if such nomination or proposal is within the
purposes described in the notice to shareholders of the special meeting. All of
the notice requirements regarding shareholder




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nominations and/or proposals applicable to annual meetings shall also apply to
nominations and/or proposals for special meetings.

        (e) Role of Chair. The chair of the meeting may refuse to acknowledge
any nomination and/or proposal of any person made without compliance with the
foregoing procedures. This section shall not affect the corporation's rights or
responsibilities with respect to its proxies or proxy statement for any meeting.

        (f) Adjournment. The adjournment of an annual meeting or a special
meeting of the shareholders shall not commence a new time period for the giving
of the notices by shareholders as set forth above.

                         ARTICLE III. BOARD OF DIRECTORS

        3.01. General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as provided in Section 0.03.

        3.02. Tenure and Qualifications. Each initial directors shall hold
office until the first annual shareholders' meeting to be held in 1981 and until
his successor shall have been elected or until his prior death, resignation or
removal. At the annual meeting of the shareholders to be held in 1981, the
directors shall be elected to staggered terms of up to three years to provide
for orderly changes in the membership of the board. The effect of the staggered
term shall be that the first class of directors shall consist of three
directors, the second class shall consist of three directors and the third class
shall consist of three directors. At the first annual meeting the first class
shall be elected for a one-year term, the second class shall be elected for a
two-year term and the third class shall be elected for a three-year term. Upon
the expiration of their initial terms as set forth above, each class of
directors shall be elected for three year terms. Each class of directors shall
hold office until their respective successors have been elected or until his
prior death, resignation or removal. A director may be removed from office by
affirmative vote of a majority of the outstanding shares entitled to vote for
the election of such director, taken at a meeting of shareholders called for
that purpose. A director may resign at any time by filing his written
resignation with the Secretary of the Corporation. Directors need not be
residents of the State of Wisconsin or shareholders of the corporation. Upon
reaching age 70, a director shall retire from the Board of Directors. Any
vacancy upon the Board of Directors created by this 





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retirement, may be filled by the Board of Directors for the balance of the term
of the retiring director. This retirement policy shall be effective for
directors whose terms expire at or after the annual shareholders meeting to be
held in 1994. The directorship created by the amendment to the bylaws adopted
February 3, 1994, shall be part of the class of directors whose terms expire at
the annual shareholders meeting to be held in 1995.

        3.03. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.

        3.04. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, Secretary or any two directors.
The President or Secretary calling any special meeting of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors called by them, and if
no other place is fixed the place of the meeting shall be the principal business
office of the corporation in the State of Wisconsin.

        3.05  Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered personally or mailed or given by telegram to each
director at his business address or at such other address as such director shall
have designated in writing filed with the Secretary, in each case not less than
that number of hours prior thereto as set forth in Section 0.04. 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. Whenever any notice whatever is required to be given to any
director of the corporation under the articles of incorporation or by-laws or
any provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the director entitled to such notice,
shall be deemed equivalent to the giving of such notice. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and 




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objects thereat 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.

        3.06. Quorum. Except as otherwise provided by law or by the articles of
incorporation or these by-laws, a majority of the number of directors as
provided in Section 0.03 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn the meeting from
time to time without further notice.

        3.07. Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by the
articles of incorporation or these by-laws.

        3.08. Conduct of Meetings. The Chairman of the Board, and in his
absence, the President, and in his absence, a Vice-President in the order
provided under Section 4.06, and in their absence, any director chosen by the
directors present, shall call meetings of the Board of Directors to order and
shall act as chairman of the meeting. The Secretary of the corporation shall act
as secretary of all meetings of the Board of Directors but in the absence of the
Secretary the presiding officer may appoint any Assistant Secretary or any
director or other person present to act as secretary of the meeting.

        3.09. Vacancies. Any vacancy occurring in the board of directors,
including a vacancy created by an increase in the number of directors, may be
filled for the balance of the unexpired term of the vacant directorship by the
affirmative vote of a majority of the directors then in office, though less than
a quorum of the board of directors; provided, that in case of vacancy created by
the removal of a director by vote of the shareholders, the shareholders shall
have the right to fill such vacancy at the same meeting or any adjournment
thereof.

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




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payments, to directors, officers and employes and to their estates, families,
dependents or beneficiaries on account of prior services rendered by such
directors, officers and employes to the corporation.

        3.11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless 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.

        3.12. Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors as provided in Section
0.03 may designate one or more committees, each committee to consist of three or
more directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, shall have and may
exercise when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the corporation,
except action in respect to dividends to shareholders, election of the principal
officers or the filling of vacancies in the Board of Directors or committees
created pursuant to this section. The Board of Directors may elect one or more
of its members as alternate members of any such committee who may take the place
of any absent member or members at any meeting of such committee, upon request
by the President or upon request by the chairman of such meeting. Each such
committee shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the Board
of Directors may request.

        3.13. Unanimous Consent without Meeting. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken by the Board of Directors at a meeting or by resolution may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors then in office.

                              ARTICLE IV. OFFICERS



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        4.01. Number. The principal officers of the corporation shall be a
Chairman of the Board, a President, the number of Vice-Presidents as provided in
Section 0.05, a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
officers may be held by the same person, except the offices of President and
Secretary and the offices of President and Vice-President.

        4.02. Election and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each 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 conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.

        4.03. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

        4.04. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

        4.045.Chairman of the Board. The Chairman of the Board, when present,
shall preside over all meetings of the Board of Directors and shareholders. The
Chairman shall have such other duties as may be designated from time to time by
the Board of Directors.

        4.05. President. The President shall be the principal executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. He shall, when present, and the Chairman of the Board is not,
preside at all meetings of the shareholders and of the Board of Directors. He
shall have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employes of the corporation as he shall
deem necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. Such agents and employes shall hold office at the
discretion of the President. He shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, 





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

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

        4.07. The Secretary. The Secretary shall: (a) keep the minutes of the
meeting of the shareholders and of the Board of Directors in one or more books
provided for the 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 documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of 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
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him by the President or by the Board of
Directors.




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<PAGE>   15


        4.08. The Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) 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 depositories as shall be selected in accordance
with the provisions of Section 5.04; and (c) in general perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

        4.09. Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

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

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




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<PAGE>   16


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

        5.01. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages or instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice-Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.

        5.02. Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

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

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

        5.05. Voting of Securities Owned by this Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he be present, or in his
absence by any Vice-President of this corporation who may be present, and (b)
whenever, in the judgment of the President, or in his absence, of any
Vice-President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities 




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<PAGE>   17


issued by any other corporation and owned by this corporation, such proxy or
consent shall be executed in the name of this corporation by the President or
one of the Vice-Presidents of this corporation, without necessity of any
authorization by the Board of Directors, affixation of corporate seal or
countersignature or attestation by another officer. Any person or persons
designated in the manner above stated as the proxy or proxies of this
corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this corporation
the same as such shares or other securities might be voted by this corporation.

                     ARTICLE VI. CERTIFICATES FOR SHARES AND
                                 THEIR TRANSFER

        6.01. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall 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. 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 as provided in Section 6.06.

        6.02. Facsimile Signatures and Seal. The seal of the corporation on any
certificates for shares may be a facsimile. The signature of the President or
Vice-President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles if the certificate is manually signed on behalf of a transfer
agent, or a registrar, other than the corporation itself or an employee of the
corporation.

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

        6.04. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person 




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<PAGE>   18


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

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

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

        6.07. Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.

        6.08. 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 it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation.

                                ARTICLE VII. SEAL




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<PAGE>   19


        7.01. The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."

                            ARTICLE VIII. AMENDMENTS

        8.01. By Shareholders. These by-laws may be altered, amended or repealed
and new by-laws may be adopted by the shareholders by affirmative vote of not
less than a majority of the shares present or represented at any annual or
special meeting of the shareholders at which a quorum is in attendance.

        8.02. By Directors. These by-laws may also be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no by-law adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-laws so adopted so
provides.

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

                             ARTICLE IX. FISCAL YEAR

        9.01. The fiscal year of the corporation shall begin on the first day of
January and end on the 31st day of December in each year.

              ARTICLE X. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        10.01. Mandatory Indemnification. The corporation shall, in accordance
with the provisions of Section 180.0851(1) of the Wisconsin Statutes, indemnify
a director or an officer of the corporation to the extent that he or she has
been successful on the merits or otherwise in the defense of a proceeding for
all reasonable expenses incurred in the proceeding if he or she was a 




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<PAGE>   20


party because he or she is a director or officer of the corporation. A director
or officer who seeks indemnification under this Article X shall make a written
request to the corporation.

        10.02. Additional Indemnification. In cases not included under Section
10.01, the corporation shall, in accordance with Section 180.0851(2)(a) of the
Wisconsin Statutes, indemnify a director or officer of the corporation against
liability incurred by such director or officer in a proceeding to which such
director or officer was a party because he or she is a director or officer of
the corporation, unless liability was incurred because the director or officer
breached or failed to perform a duty he or she owes to the corporation and the
breach or failure to perform constitutes any of the following:

            (1) A willful failure to deal fairly with the corporation in
connection with a matter in which the director, officer, employee or agent has a
material conflict of interest.

            (2) A violation of criminal law, unless the director, officer,
employee or agent had reasonable cause to believe that his or her conduct was
lawful or no reasonable cause to believe that his or her conduct was unlawful.

            (3) A transaction from which the director, officer, employee or
agent derived improper personal profit.

            (4) Willful misconduct.

        The determination of whether indemnification is required under Section
10.02 shall be made under Section 180.0855 of the Wisconsin Statutes. 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 or officer is not required
under this Section 10.02.

        10.03. Allowance of expenses as incurred. The corporation may, in
accordance with Section 180.0853 of the Wisconsin Statutes, make allowance for
reasonable expenses of a director or officer of the corporation as such expenses
are incurred provided the officer or director provides the corporation with all
of the following:

            (1) A written affirmation of his or her good faith belief that he or
she has not breached or failed to perform his or her duties to the corporation.

            (2) A written undertaking, executed personally or on his or her
behalf, to repay the allowance and, if required by the corporation, to pay
reasonable interest on the allowance to the extent that it is ultimately
determined under Section 180.0855 of the Wisconsin 





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<PAGE>   21


Statutes that indemnification under Section 180.0851(2) of the Wisconsin
Statutes is not required and that indemnification is not ordered by a court
under Section 180.0854(2)(b) of the Wisconsin Statutes. The undertaking shall be
an unlimited general obligation of the director or officer and may be accepted
without reference to his or her ability to repay the allowance. The undertaking
may be secured or unsecured.

        10.04. Additional rights to indemnification and allowance of expenses.
The corporation may, in accordance with Section 180.0858 of the Wisconsin
Statutes, grant additional rights to indemnification and allowance of expenses.

        10.05. Determination of right to indemnification. Unless otherwise
provided by the articles of incorporation or bylaws of the corporation or by
written agreement between the director or officer and the corporation, the
director or officer seeking indemnification under Section 180.0851(2) of the
Wisconsin Statutes shall select one of the following means for determining his
or her right to indemnification:

            (1) By a majority vote or a quorum of the board of directors
consisting of directors who are not at the time parties to the same or related
proceedings. If a quorum of disinterested directors cannot be obtained, by
majority vote of a committee duly appointment by the board of directors and
consisting solely of 2 or more directors who are not at the time parties to the
same or related proceedings may participate in the designation of members of the
committee.

            (2) By independent legal counsel selected by a quorum of the board
of directors or its committee in the manner prescribed in sub.(1) 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.

            (3) By a panel of three arbitrators consisting of one arbitrator
selected by those directors entitled under sub.(2) to select independent legal
counsel, one arbitrator selected by the director or officer seeking
indemnification and one arbitrator selected by the two arbitrators previously
selected.

        The fees for the arbitrators shall be paid by the corporation. If the
officer or director is granted indemnification, the expenses and fees he or she
incurred in the arbitration shall be paid by the corporation.




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<PAGE>   22


            (4) By an affirmative vote of shares as provided in Section 180.0725
of the Wisconsin Statutes. Shares owned by or voted under the control of,
persons who are at the times 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.

            (5) By a court under Section 180.0854 of the Wisconsin Statutes.

            (6) By any other method provided for in any additional right to
indemnification permitted under Section 180.0858 of the Wisconsin Statutes.

        10.06. Insurance. As provided in Section 180.0857 of the Wisconsin
Statutes, the corporation may purchase and maintain insurance on behalf of an
individual who is a director or officer of the corporation against liability
asserted against or incurred by the individual in his or her capacity as a
director or officer of the corporation or arising from his or her status as a
director or officer of the corporation, regardless of whether the corporation is
required or authorized to indemnify or allow expenses to the individual against
the same liability under this Article X.

        10.07. Extension of Indemnification. Indemnification shall extend to
those who, at the request of the corporation, act as or acted as a director,
officer, employee or agent of any other corporation, partnership, joint venture,
trust or other enterprise in which this corporation has an interest and all
references in this Article X shall be interpreted accordingly.

        10.08. Definitions. Terms used in this Article X and which are
specifically defined in the Wisconsin Business Corporations Law as amended
(including, without limitation, the terms defined under Section 180.0850 of the
Wisconsin Statutes) shall have, for purpose of this Article X, the meaning
assigned to them under the Wisconsin Business Corporation Law as amended.

        10.09. Intent. This Article X is intended to authorize indemnification
in accordance with the Wisconsin Business Corporations Law as amended and shall
be construed and applied to carry out such intent. An officer or director shall
not be entitled to indemnification if such indemnification rights are void or
unenforceable under applicable law.

        10.10. Statutory Citations. Statutes cited are to the Wisconsin Statutes
of 1991-92 as amended from time to time.





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