Exhibit 3.2
                                  B Y L A W S

                                     OF

                               PSB HOLDINGS, INC.
                               TABLE OF CONTENTS
                                                             Page
 BYLAW I.  IDENTIFICATION ....................................  1
     Section 1.01.  NAME .....................................  1
     Section 1.02.  PRINCIPAL AND BUSINESS OFFICES ...........  1
     Section 1.03.  REGISTERED AGENT AND OFFICE ..............  1
     Section 1.04.  PLACE OF KEEPING CORPORATE RECORDS .......  1

 BYLAW II.  SHAREHOLDERS .....................................  1
     Section 2.01.  ANNUAL MEETING ...........................  1
     Section 2.02.  SPECIAL MEETINGS .........................  1
     Section 2.03.  PLACE OF MEETING .........................  2
     Section 2.04.  NOTICE OF MEETING ........................  2
     Section 2.05.  WAIVER ...................................  2
     Section 2.06.  FIXING OF RECORD DATE ....................  2
     Section 2.07.  VOTING LIST ..............................  3
     Section 2.08.  QUORUM AND VOTING REQUIREMENTS ...........  3
     Section 2.09.  CONDUCT OF MEETINGS ......................  4
     Section 2.10.  PROXIES ..................................  4
     Section 2.11.  VOTING OF SHARES .........................  4
     Section 2.12.  VOTING OF SHARES BY CERTAIN HOLDERS ......  4

 BYLAW III.  BOARD OF DIRECTORS ..............................  6
     Section 3.01.  GENERAL POWERS ...........................  6
     Section 3.02.  NUMBER, TENURE AND QUALIFICATIONS ........  6
     Section 3.03.  ELECTION .................................  6
     Section 3.04.  REGULAR MEETINGS .........................  6
     Section 3.05.  SPECIAL MEETINGS .........................  6
     Section 3.06.  MEETINGS BY ELECTRONIC MEANS OF
                    COMMUNICATION ............................. 7
     Section 3.07.  MANNER OF ACTING .........................  7
     Section 3.08.  QUORUM ...................................  7
     Section 3.09.  VACANCIES ................................  8
     Section 3.10.  NOTICE OF MEETINGS; WAIVER ...............  8
     Section 3.11.  CONDUCT OF MEETINGS ......................  8
     Section 3.12.  COMPENSATION AND EXPENSES ................  9
     Section 3.13.  DIRECTORS' ASSENT ........................  9
     Section 3.14.  COMMITTEES ...............................  9
     Section 3.15.  ACTION WITHOUT A MEETING ................. 10

 BYLAW IV.  OFFICERS ......................................... 10
     Section 4.01.  NUMBER AND TITLES ........................ 10
     Section 4.02.  ELECTION AND TERM OF OFFICE .............. 10
     Section 4.03.  ADDITIONAL OFFICERS, AGENTS, ETC ......... 11
     Section 4.04.  REMOVAL .................................. 11
     Section 4.05.  RESIGNATIONS ............................. 11
     Section 4.06.  VACANCIES ................................ 11
                                 -i-
<PAGE>
     Section 4.07.  POWERS, AUTHORITY AND DUTIES ............. 11
     Section 4.08.  THE CHAIRMAN OF THE BOARD ................ 12
     Section 4.09.  THE PRESIDENT ............................ 12
     Section 4.10.  THE VICE PRESIDENTS ...................... 12
     Section 4.11.  THE SECRETARY ............................ 13
     Section 4.12.  THE TREASURER ............................ 13
     Section 4.13.  ASSISTANT SECRETARIES AND ASSISTANT
                    TREASURERS ............................... 14

 BYLAW V.   CONTRACTS, LOANS, CHECKS AND DEPOSITS ............ 14
     Section 5.01.  CONTRACTS ................................ 14
     Section 5.02.  LOANS .................................... 14
     Section 5.03.  CHECKS, DRAFTS, ETC ...................... 15
     Section 5.04.  DEPOSITS ................................. 15

 BYLAW VI.  VOTING OF SECURITIES OWNED BY THIS CORPORATION ... 15
     Section 6.01.  AUTHORITY TO VOTE ........................ 15
     Section 6.02.  PROXY AUTHORIZATION ...................... 15

 BYLAW VII.  CONTRACTS BETWEEN THIS CORPORATION
                        AND RELATED PERSONS .................. 15

 BYLAW VIII.  CERTIFICATES FOR SHARES AND THEIR TRANSFER ..... 16
     Section 8.01.  CERTIFICATES FOR SHARES .................. 16
     Section 8.02.  FACSIMILE SIGNATURES ..................... 17
     Section 8.03.  SIGNATURE BY FORMER OFFICER .............. 17
     Section 8.04.  CONSIDERATION FOR SHARES ................. 17
     Section 8.05.  TRANSFER OF SHARES ....................... 17
     Section 8.06.  LOST, DESTROYED OR STOLEN CERTIFICATES ... 17
     Section 8.07.  STOCK REGULATIONS ........................ 18

 BYLAW IX.  DISTRIBUTIONS .................................... 18

 BYLAW X.  INDEMNIFICATION ................................... 18

 BYLAW XI.  FISCAL YEAR ...................................... 26

 BYLAW XII.  SEAL ............................................ 26

 BYLAW XIII.  AMENDMENTS ..................................... 26
     Section 13.01.  BY SHAREHOLDERS ......................... 26
     Section 13.02.  BY DIRECTORS ............................ 26
     Section 13.03.  IMPLIED AMENDMENTS ...................... 26
                                 -ii-

                              B Y L A W S

                                  OF

                           PSB HOLDINGS, INC.


                     BYLAW I.  IDENTIFICATION

     Section 1.01.  NAME.  The name of the corporation is PSB Holdings,
 Inc. (the "corporation").
<PAGE>
     Section 1.02.  PRINCIPAL AND BUSINESS OFFICES.  The corporation may
 have such principal and other business offices as the Board of Directors
 may designate or as the corporation's business may require from time to
 time.

     Section 1.03.  REGISTERED AGENT AND OFFICE.  The corporation's
 registered agent may be changed from time to time by the corporation or by
 the Board of Directors.  The address of the corporation's registered
 office may be changed from time to time by the corporation, by the Board
 of Directors or by the registered agent.  The business office of the
 corporation's registered agent shall be identical to the registered
 office.  The corporation's registered office may be, but need not be,
 identical with the corporation's principal office in the state of
 Wisconsin.

     Section 1.04.  PLACE OF KEEPING CORPORATE RECORDS.  The records and
 documents specified in Section 180.1601, Wisconsin Statutes, shall be kept
 at the corporation's principal office.


                      BYLAW II.  SHAREHOLDERS

     Section 2.01.  ANNUAL MEETING.  The annual shareholders meeting shall
 be held in the month of April of each year, at such time and place, either
 in or outside the state of Wisconsin, as may be designated by the Board of
 Directors, for the purpose of electing directors and for the transaction
 of such other business as may come before the meeting; provided, however,
 that if not so designated, the annual meeting shall be held on the third
 Tuesday in April in each year.

     Section 2.02.  SPECIAL MEETINGS.  Special shareholders' meetings may
 be called by: (a) the chairman of the board; (b) the president; (c) the
 Board of Directors or by such other officer(s) as it may authorize from
 time to time; or (d) the president or secretary upon the written request
                                  -1-
 of the holders of record of at least 10% of all the votes entitled to be
 cast upon the matter(s) set forth as the purpose of the meeting in such
 written request.  Upon delivery to the president or secretary of a written
 request pursuant to (d), above, stating the purpose(s) of the requested
 meeting, dated and signed by the person(s) entitled to request such a
 meeting, it shall be the duty of such officer to whom the request is
 delivered to give notice of the meeting to shareholders.  Notice of any
 special meetings shall be given in the same manner provided in
 Section 2.04 of these Bylaws.  Only business within the purpose described
 in this special meeting notice shall be conducted at a special
 shareholders' meeting.

     Section 2.03.  PLACE OF MEETING.  The Board of Directors may designate
 any place, either in or outside the state of Wisconsin, as the place of
 meeting for any annual or special meeting.  If no designation is made by
 the Board of Directors, the place of meeting shall be the corporation's
 principal office.

     Section 2.04.  NOTICE OF MEETING.  The corporation shall notify each
 shareholder who is entitled to vote at the meeting, of the date, time and
 place of each annual or special shareholders' meeting.  In the case of
<PAGE>
 special meetings, the notice shall also contain the purpose of such
 special meeting.  The meeting notice shall be given not less than 10 days
 nor more than 60 days before the meeting date.  Notice of a meeting must
 be sent by mail to the shareholder's address shown in the corporation's
 current record of shareholders.

     Section 2.05.  WAIVER.  Notice of any shareholders' meeting may be
 waived by a shareholder, before or after the date and time stated in the
 notice.  The waiver must be in writing, contain the same information that
 would have been required in the notice (except the time and place of the
 meeting need not be stated), be signed by the shareholder, and be
 delivered to the corporation for inclusion in the corporate records.

     Section 2.06.  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 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
 a future date as the record date.  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 by the board, the record date for determination of such shareholders
 shall be at the close of business on:

          (a)  With respect to the payment of a share dividend, the date
 the board authorizes the share dividend;
                                  -2-
          (b)  With respect to a distribution to shareholders (other than
 one involving a repurchase or reacquisition of shares), the date the board
 authorizes the distribution; or

          (c)  With respect to any other matter for which such a
 determination is required, as provided by law.

 When a determination of shareholders entitled to vote at any meeting of
 shareholders has been made as provided in this section, such determination
 shall apply to any adjournment thereof unless the Board of Directors fixes
 a new record date which it must do if the meeting is adjourned to a date
 more than 120 days after the date fixed for the original meeting.

     Section 2.07.  VOTING LIST.  After fixing a record date for a meeting,
 the corporation shall prepare a list of the names of all of 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 number of shares held by each shareholder.  The corporation shall
 make the shareholders' list available for inspection by any shareholder,
 beginning two business days after notice of the meeting is given for which
 the list was prepared and continuing to the date of the meeting, at the
 corporation's principal office (or at the place identified in the meeting
 notice in the city where the meeting will be held).  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.

     Section 2.08.  QUORUM AND VOTING REQUIREMENTS.  Except as otherwise
 provided by the articles of incorporation, these Bylaws, or any provision
<PAGE>
 of Chapter 180, a majority of the shares entitled to vote on all matters
 to be voted on at the shareholders' meeting, represented in person or by
 proxy, shall constitute a quorum.  If a quorum is present, action on a
 matter is approved if the number of votes in favor of the action is
 greater than the number of votes against, unless the vote of a greater
 number of the voting group is required by the articles of incorporation,
 these Bylaws, or any provision of Chapter 180.  Amendment of the articles
 of incorporation requires the affirmative vote of two-thirds of all voting
 groups of this corporation in addition to any other vote required by any
 provision of Chapter 180.  Even though less than a quorum is represented,
 a majority of the shares represented at the meeting may adjourn the
 meeting without further notice.  At the adjourned meeting at which a
 quorum shall be represented, any business may be transacted that might
 have been transacted at the meeting as originally notified.
                                  -3-
     Section 2.09.  CONDUCT OF MEETINGS.  The president, and in his
 absence, the chairman of the board and, in their respective absences, any
 person chosen by the shareholders present shall call the meeting of the
 shareholders to order and shall act as chairman of the board of the
 meeting.  The corporation's secretary shall act as secretary of all
 meetings of the shareholders, but, in his absence, the presiding officer
 may appoint any assistant secretary or other person to act as secretary of
 the meeting.

     Section 2.10.  PROXIES.  At all shareholders' meetings, a shareholder
 entitled to vote may vote in person or by proxy appointed in writing by
 the shareholder or by his duly authorized attorney-in-fact.  A proxy shall
 become effective when received by the secretary or other officer or agent
 of the corporation authorized to tabulate votes.  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 other officer
 or agent of the corporation authorized to tabulate votes, or by oral
 notice given by the shareholder 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 11 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.

     Section 2.11.  VOTING OF SHARES.  Each outstanding share shall be
 entitled to one vote upon each matter submitted to a vote at a
 shareholders' meeting, except to the extent that the voting rights of the
 shares of any class or classes are enlarged, limited or denied by the
 articles of incorporation or as otherwise required by Chapter 180.

     Section 2.12.  VOTING OF SHARES BY CERTAIN HOLDERS.

          (a)  OTHER CORPORATIONS.  Shares standing in another
 corporation's name may be voted either in person or by proxy, by the other
 corporation's president or any other officer appointed by the president.
 A proxy executed by any principal officer of the other corporation or such
 an officer's assistant shall be conclusive evidence of the signer's
 authority to act, in the absence of express notice to this corporation,
 given in writing to this corporation's secretary, or other officer or
 agent of the corporation authorized to tabulate votes, of the designation
 of some other person by the corporation's Board of Directors or Bylaws.
<PAGE>
          (b)  LEGAL REPRESENTATIVES AND FIDUCIARIES.  Shares held by an
 administrator, executor, guardian, conservator, trustee in bankruptcy,
                                  -4-
 receiver, or assignee for creditors, in a fiduciary capacity, may be voted
 by the fiduciary, either in person or by proxy, without transferring the
 shares into his name, provided that there is filed with the secretary,
 before or at the time of the meeting, proper evidence of his incumbency
 and the number of shares held.  Shares standing in a fiduciary's name may
 be voted by him, either in person or by proxy.  A proxy executed by a
 fiduciary shall be conclusive evidence of the fiduciary's authority to
 give such proxy, in the absence of express notice to the corporation,
 given in writing to the corporation's secretary, or other officer or agent
 of the corporation authorized to tabulate votes, that this manner of
 voting is expressly prohibited or otherwise directed by the document
 creating the fiduciary relationship.

          (c)  PLEDGEES.  A shareholder whose shares are pledged shall be
 entitled to vote the shares until they have been transferred into the
 pledgee's name, and thereafter the pledgee shall be entitled to vote the
 shares so transferred.

          (d)  MINORS.  Shares held by a minor may be voted by the minor in
 person or by proxy, and no such vote shall be subject to disaffirmance or
 avoidance unless before the vote the corporation's secretary, or other
 officer or agent of the corporation authorized to tabulate votes, has
 received written notice or has actual knowledge that the shareholder is a
 minor.

          (e)  INCOMPETENTS AND SPENDTHRIFTS.  Shares held by an
 incompetent or spendthrift may be voted by the incompetent or spendthrift
 in person or by proxy, and no such vote shall be subject to disaffirmance
 or avoidance unless before the vote the corporation's secretary, or other
 officer or agent of the corporation authorized to tabulate votes, has
 actual knowledge that the shareholder has been adjudicated an incompetent
 or spendthrift or actual knowledge that judicial proceedings for
 appointment of a guardian have been filed.

          (f)  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 one or more of the joint tenants if
 either (1) no other joint tenant or his legal representative is present
 and claims the right to participate in the voting of the shares or, before
 the vote, files with the corporation's secretary, or other officer or
 agent of the corporation authorized to tabulate votes, a contrary written
 voting authorization or direction or written denial of authority of the
 joint tenant present or signing the proxy proposed to be voted, or (2) all
 other joint tenants are deceased and the corporation's secretary, or other
                                  -5-
 officer or agent of the corporation authorized to tabulate votes, has no
 actual knowledge that the survivor has been adjudicated not to be the
 successor to the interests of those deceased.


                  BYLAW III.  BOARD OF DIRECTORS

     Section 3.01.  GENERAL POWERS.  The corporation's powers shall be
<PAGE>
 exercised by or under the authority of, and its business and affairs shall
 be managed under the direction of its Board of Directors, subject to any
 limitations set forth in the articles of incorporation, these Bylaws, or
 any provision of Chapter 180.

     Section 3.02.  NUMBER, TENURE AND QUALIFICATIONS.  The number of
 directors of the corporation shall be not less than five nor more than
 seventeen.  The exact number of directors, within the minimum and maximum
 limitation, shall be fixed from time to time by resolution of the Board of
 Directors.  Each director shall hold office for a term of one year and
 until his successor shall have been elected by the shareholders or until
 his prior death, resignation or removal.  A director may be removed from
 office by a vote of the shareholders taken at any shareholders' meeting
 called for that purpose, provided that a quorum is present.  A director
 may resign at any time by delivering his written resignation to the Board
 of Directors.

     Section 3.03.  ELECTION.  Directors shall be elected by the
 shareholders at each annual shareholders' meeting.  Each director shall be
 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.

     Section 3.04.  REGULAR MEETINGS.  A regular meeting of the Board of
 Directors shall be held without other notice than this Bylaw 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.

     Section 3.05.  SPECIAL MEETINGS.  Special meetings of the Board of
 Directors may be called by or at the request of the  chairman of the
 board, if any, or 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 in or outside the state of Wisconsin, as the place
                                  -6-
 for holding any special meeting of the Board of Directors called by them,
 and if no other place is fixed, the place of meeting shall be the
 principal business office of the corporation in the state of Wisconsin.

     Section 3.06.  MEETINGS BY ELECTRONIC MEANS OF COMMUNICATION.

          (a)  CONDUCT OF MEETINGS.  The Board of Directors may, in
 addition to conducting meetings in which each director participates in
 person, conduct any regular or special meeting by the use of any means of
 communication, provided all participating directors may simultaneously
 hear each other during the meeting, all communication during the meeting
 is immediately transmitted to each participating director, and each
 participating director is able to immediately send messages to all other
 participating directors.  All participating directors shall be informed
 that a meeting is taking place at which official business may be
 transacted.

          (b)  VERIFICATION OF DIRECTORS' IDENTITY.  The identity of each
<PAGE>
 director participating in a meeting of the Board of Directors conducted
 pursuant to Section 3.06(a) (other than a meeting in which each director
 participates in person) must be verified by the secretary before the
 directors vote on (1) a plan of merger or share exchange; (2) to sell,
 lease, exchange, or otherwise dispose of substantial property or assets of
 the corporation; (3) to voluntarily dissolve or to revoke voluntary
 dissolution proceedings; or (4) to file for bankruptcy.  The secretary
 shall verify each participating director's identity by requesting the
 director to give the password which shall have been provided specifically
 to such director in the notice of the meeting.  For purposes of this
 section, whether a disposal of property or assets of the corporation shall
 be "substantial" shall be determined by the Board of Directors.

     Section 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 Bylaws.

     Section 3.08.  QUORUM.  A majority of the number of directors as
 required in Section 3.02 of these Bylaws shall constitute a quorum for the
 transaction of business at any Board of Directors' meeting, and a majority
 of the number of directors serving on a committee as authorized in
 Section 3.14 of these Bylaws shall constitute a quorum for the transaction
 of business at any committee meeting, but a majority of the directors
                                  -7-
 present (though less than such quorum) may adjourn the meeting from time
 to time without further notice.  These provisions shall not, however,
 apply to the determination of a quorum for actions taken pursuant to
 Bylaw VII of these Bylaws or any other provisions of these Bylaws which
 fix different quorum requirements as of the date of the adoption of this
 Section 3.08.

     Section 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 by the shareholders.  During such time as the
 shareholders fail or are unable to fill such vacancies, then and until the
 shareholders act, (a) the Board of Directors may fill the vacancy; or (b)
 if the directors remaining in office constitute fewer than a quorum of the
 board, they may fill the vacancy by the affirmative vote of a majority of
 all directors remaining in office.

     Section 3.10.  NOTICE OF MEETINGS; WAIVER.  Written notice of each
 Board of Directors' meeting, except meetings pursuant to Section 3.04 of
 these Bylaws, shall be delivered personally, or by mail, private carrier,
 telegram, telex, telecopy, or other document transmitted electronically,
 to each director at his business address or at such other address as the
 director shall have designated in writing and filed with the secretary.
 Notice shall be given not less than 48 hours before the meeting being
 noticed, or 72 hours before the meeting being noticed if the notice is
 given by mail or private carrier.  Oral notice may be given but in no
 event less than one hour before the meeting.  Notice shall be deemed given
 at the time it is deposited with postage prepaid in the United States mail
 or delivered to a private carrier or telegraph company, as the case may
 be.  Notice by telex or telecopy shall be deemed given when transmitted.
 Oral notice is deemed given and effective when communicated.  A director
 may waive notice required under this section or by law at any time,
<PAGE>
 whether before or after the time of the meeting.  The waiver must be in
 writing, signed by the director, and retained in the corporate record
 book.  The director's attendance at a meeting shall constitute a waiver of
 notice of the meeting, except when 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 the meeting.

     Section 3.11.  CONDUCT OF MEETINGS.  The chairman of the board, if
 any, and in his absence, the president, and in the absence of both of
 them, any director chosen by the directors present, shall call meetings of
 the Board of Directors to order and shall act as chairman of the board of
 the meeting.  The secretary of the corporation shall act as secretary of
                                  -8-
 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.

     Section 3.12.  COMPENSATION AND EXPENSES.  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 (a)
 establish reasonable compensation of all directors for services to the
 corporation as directors or may delegate this authority to an appropriate
 committee, (b) provide for, or to delegate authority to an appropriate
 committee to provide for, reasonable pensions, disability or death
 benefits, and other benefits or payments to directors of the corporation
 and to their estates, families, dependents, or beneficiaries for prior
 services rendered to the corporation by the directors, and (c) provide for
 reimbursement of reasonable expenses incurred in the performance of the
 directors' duties, including the expense of traveling to and from board
 meetings.

     Section 3.13.  DIRECTORS' ASSENT.  A director of the corporation who
 is present at a meeting of the Board of Directors or of a committee of the
 board of which he is a member, at which action on any corporate matter is
 taken, shall be deemed to have assented to the action taken unless (a) he
 objects at the beginning of the meeting (or promptly upon his arrival) to
 holding it or transacting business at the meeting; or (b) minutes of the
 meeting are prepared and his dissent or abstention from the action taken
 is entered in the minutes of the meeting; or (c) he delivers written
 notice of his dissent or abstention to the presiding officer of the
 meeting before its adjournment or to the corporation immediately after
 adjournment of the meeting.  The right of dissent or abstention is not
 available to a director who votes in favor of the action taken.

     Section 3.14.  COMMITTEES.  The Board of Directors may create and
 appoint members to one or more committees, by resolution adopted by the
 affirmative vote of a majority of the number of directors required by
 Section 3.02 of these Bylaws.  Each committee shall consist of two or more
 directors.  To the extent provided in the resolution as initially adopted
 and as thereafter supplemented or amended by further resolution adopted by
 a like vote, each committee 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 corporation's business and affairs, except that a
 committee may not (a) authorize distributions; (b) approve or propose to
<PAGE>
 shareholders action that requires shareholder approval; (c) elect the
 principal officers; (d) amend articles of incorporation, or amend, adopt,
 or repeal bylaws; (e) approve a plan of merger not requiring shareholder
 approval; (f) authorize or approve reacquisition of shares except by a
                                  -9-
 formula or method approved or prescribed by the Board of Directors; (g)
 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 to do so within limits prescribed by the Board of Directors;
 or (h) fill vacancies on the Board of Directors or on committees created
 pursuant to this section, unless the Board of Directors, by resolution,
 provides that committee vacancies may be filled by a majority of the
 remaining committee members.  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 the committee,
 upon the request of the president or of the chairman of the board of the
 meeting.  Each committee shall fix its own rules governing the conduct of
 its activities and shall make such report of its activities to the Board
 of Directors as the board may request.

     Section 3.15.  ACTION WITHOUT A MEETING.  Any action required or
 permitted by the articles of incorporation, these Bylaws, or any provision
 of law to be taken by the Board of Directors at a board meeting may be
 taken without a meeting if one or more written consents, setting forth the
 action so taken, shall be signed by all of the directors entitled to vote
 on the subject matter of the action and retained in the corporate records.
 Action taken pursuant to written consent shall be effective when the last
 director signs the consent or upon such other effective date as is
 specified in the consent.


                        BYLAW IV.  OFFICERS

     Section 4.01.  NUMBER AND TITLES.  The corporation's principal
 officers shall be a president, a secretary, and a treasurer, each of whom
 shall be elected by the board.  There may, in addition, be a chairman of
 the board, and one or more vice presidents, whenever the board shall see
 fit to cause such office or offices to be filled.  If there is more than
 one vice president, the board may establish designations for the vice
 presidencies to identify their functions or their order.  The same natural
 person may simultaneously hold more than one office.

     Section 4.02.  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
 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
                                  -10-
 been duly elected, or until the officer's death or resignation or removal
 in the manner hereinafter provided.

     Section 4.03.  ADDITIONAL OFFICERS, AGENTS, ETC.  In addition to the
 officers referred to in Section 4.01 of these Bylaws, the corporation may
<PAGE>
 have such other officers, assistants to officers, acting officers and
 agents, as the Board of Directors may deem necessary and may appoint.
 Each such person shall act under his appointment for such period, have
 such authority, and perform such duties as may be provided in these
 Bylaws, or as the board may from time to time determine.  The Board of
 Directors may delegate to any officer the power to appoint any subordinate
 officers, assistants to officers, acting officers, or agents.  In the
 absence of any officer, or for any other reason the Board of Directors may
 deem sufficient, the board may delegate, for such time as the board may
 determine, any or all of an officer's powers and duties to any other
 officer or to any director.

     Section 4.04.  REMOVAL.  The Board of Directors may remove any officer
 or agent whenever in its judgment the corporation's best interests will be
 served thereby, but the removal shall be without prejudice to the contract
 rights, if any, of the person so removed.  Appointment shall not of itself
 create contract rights.  An officer may remove, with or without cause, any
 officer or assistant officer who was appointed by that officer.

     Section 4.05.  RESIGNATIONS.  Any officer may resign at any time by
 giving written notice to the Board of Directors, the president, or the
 secretary.  Any such resignation shall take effect at the time the notice
 of resignation is delivered, unless the notice specifies a later effective
 date.  Unless otherwise specified in the notice of resignation, the
 acceptance of the resignation shall not be necessary to make it effective.

     Section 4.06.  VACANCIES.  A vacancy in any principal office because
 of death, resignation, removal, disqualification, or other reason shall be
 filled by the Board of Directors for the unexpired portion of the term.  A
 vacancy in any other office, as created under Section 4.01, of this Bylaw
 IV, because of death, resignation, removal, disqualification, or other
 reason may be filled by the Board of Directors for the unexpired portion
 of the term.

     Section 4.07.  POWERS, AUTHORITY AND DUTIES.  Officers of the
 corporation shall have the powers and authority conferred and the duties
 prescribed by the Board of Directors or the officer who appointed them in
 addition to and to the extent not inconsistent with those specified in
 other sections of this Bylaw IV.
                                  -11-
     Section 4.08.  THE CHAIRMAN OF THE BOARD.  The chairman of the board,
 if and while there be an incumbent of the office, shall preside at all
 meetings of the Board of Directors and meetings of the shareholders at
 which he is present.   The chairman of the board shall have and exercise
 general supervision over the conduct of the corporation's affairs and over
 its other officers, subject, however, to the board's control.  The
 chairman of the board shall from time to time report to the board all
 matters within his knowledge that the corporation's interests may require
 to be brought to the board's notice.  The chairman of the board shall,
 whenever practicable, be consulted on all matters of general policy and
 shall have such authority and duties as the Board of Directors shall from
 time to time determine.

     Section 4.09.  THE PRESIDENT.  The president, unless otherwise
 determined by the Board of Directors, shall be the chief executive officer
 of the corporation and, subject to the control of the Board of Directors,
<PAGE>
 shall oversee and direct the business and affairs of the corporation.  If
 and while there is no incumbent in the office of the chairman of the board
 of Directors, the president shall preside at all meetings of the
 shareholders.  The president shall have authority, subject to such rules
 as may be prescribed by the Board of Directors, to appoint such officers,
 assistants to officers, acting officers, agents and employees of the
 corporation as the president shall deem necessary, to prescribe their
 powers, duties and compensation, and to delegate authority to them.  Such
 agents and employees shall hold office at the discretion of the president.
 The president shall have authority together with another officer to sign,
 execute and deliver in the corporation's name all instruments either when
 specifically authorized by the Board of Directors or when required or
 deemed necessary or advisable by the president in the ordinary conduct of
 the corporation's normal business, except in cases where the signing and
 execution of the instruments shall be expressly delegated by these Bylaws
 or by the board to the president, acting alone, or to some other officer
 or agent of the corporation or shall be required by law or otherwise to be
 signed or executed by some other officer or agent.  In general, the
 president 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 4.10.  THE VICE PRESIDENTS.  In the president's absence, or in
 the event of his death or inability or refusal to act, or if for any
 reason it shall be impractical for the president to act personally, the
 vice president (or if there is more than one vice president, the vice
 presidents in the order designated by the Board of Directors, or in the
 absence of any designation, 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.  Each vice
                                  -12-
 president shall perform such other duties and have such authority as from
 time to time may be delegated or assigned to him by the chairman of the
 board, if any, 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
 president's place.

     Section 4.11.  THE SECRETARY.  The secretary shall:

          (a)  keep the record of all minutes of the shareholders and of
 the Board of Directors in one or more books provided for that purpose;

          (b)  see that all notices are duly given in accordance with these
 Bylaws or as required by law;

          (c)  be custodian of the corporation's corporate records and see
 that the books, reports, statements, certificates and all other documents
 and records required by law are properly kept and filed;

          (d)  have charge, directly or through such transfer agent or
 agents and registrar or registrars as the Board of Directors may appoint,
 of the issue, transfer, and registration of certificates for shares in the
 corporation and of the records thereof, such records to be kept in such
 manner as to show at any time the number of shares in the corporation
 issued and outstanding, the names and addresses of the shareholders of
 record, and the numbers and classes of shares held by each;
<PAGE>
          (e)  exhibit at reasonable times upon the request of any director
 the records of the issue, transfer, and registration of the corporation's
 share certificates, at the place where those records are kept, and have
 these records available at each shareholders' meeting; and

          (f)  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 chairman of the board, the president or by the Board of
 Directors.

     Section 4.12.  THE TREASURER.  The treasurer shall:

          (a)  have charge and custody of, and be responsible for, all of
 the corporation's funds and securities; receive and give receipts for
 monies due and payable to the corporation from any source whatsoever;
 deposit all such monies in the corporation's name in such banks, financial
 institutions, trust companies or other depositories as shall be selected
                                  -13-
 in accordance with the provisions of Section 5.04 of these Bylaws; cause
 such funds to be disbursed by checks or drafts on the authorized
 corporation's depositories, signed as the Board of Directors may require;
 and be responsible for the accuracy of the amounts of, and cause to be
 preserved proper vouchers for, all monies disbursed; and

          (b)  in general, perform all duties incident to the office of
 treasurer and such other duties as from time to time may be delegated or
 assigned to him by the chairman of the board, the president or by the
 Board of Directors.

 If required by the Board of Directors, the treasurer shall furnish a bond
 for the faithful discharge of his duties in such sum and with such surety
 or sureties as the board shall determine.

     Section 4.13.  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 chairman of the board, the president or by the Board of Directors.


         BYLAW V.   CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 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 corporation's name and on its
 behalf.  The authorization may be general or confined to specific
 instruments.  When an instrument is so executed, no other party to the
 instrument or any third party shall be required to make any inquiry into
<PAGE>
 the authority of the signing officer or officers, agent or agents.

     Section 5.02.  LOANS.  No indebtedness for borrowed money shall be
 contracted on the corporation's behalf 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.  The authorization
                                  -14-
 may be general or confined to specific instances.

     Section 5.03.  CHECKS, DRAFTS, ETC.  All checks, drafts, or other
 orders for the payment of money, or notes or other evidences of
 indebtedness issued in the corporation's name, 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.

     Section 5.04.  DEPOSITS.  All funds of the corporation not otherwise
 employed shall be deposited from time to time to the corporation's credit
 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.


     BYLAW VI.  VOTING OF SECURITIES OWNED BY THIS CORPORATION

     Section 6.01.  AUTHORITY TO VOTE.  Any shares or other securities
 issued by any other corporation and owned or controlled by this
 corporation may be voted at any meeting of the issuing corporation's
 security holders 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.

     Section 6.02.  PROXY AUTHORIZATION.  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 with respect to any
 shares or other securities issued by any other corporation and owned by
 this corporation, the proxy or consent shall be executed in this
 corporation's name by the president or one of the vice presidents of this
 corporation, without necessity of any authorization by the Board of
 Directors, counter-signature, or attestation by another officer.  Any
 person or persons designated in this manner as this corporation's proxy or
 proxies shall have full right, power and authority to vote the shares or
 other securities issued by the other corporation and owned by this
 corporation in the same manner as the shares or other securities might be
 voted by this corporation.


          BYLAW VII.  CONTRACTS BETWEEN THIS CORPORATION
                        AND RELATED PERSONS

     Any contract or other transaction between the corporation and one or
 more of its directors, or between the corporation and any entity of which
 one or more of its directors are members or employees or in which one or
                                  -15-
 more of its directors are interested, or between the corporation and any
 corporation or association of which one or more of its directors are
 shareholders, members, directors, officers, or employees or in which one
<PAGE>
 or more of its directors are interested, shall not be voidable by the
 corporation solely because of the director's or officer's interest in the
 transaction if:

          (a)  the material facts of the transaction and the director's or
 officer's interest were disclosed or known to the Board of Directors or a
 committee of the Board of Directors, and a majority of disinterested
 members of the Board of Directors or committee authorized, approved, or
 specifically ratified the transaction; or

          (b)  the material facts of the transaction and the director's or
 officer's interest were disclosed or known to the shareholders entitled to
 vote, and a majority of the shares held by disinterested shareholders
 authorized, approved, or specifically ratified the transaction; and

          (c)  the transaction was fair to the corporation.

 For purposes of this Bylaw VII, a majority of directors, including
 directors having a direct or indirect interest in the transaction, shall
 constitute a quorum of the board or a committee of the board acting on the
 matter.


      BYLAW VIII.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 8.01.  CERTIFICATES FOR SHARES.  Certificates representing
 shares in the corporation shall, at a minimum, state on their face all of
 the following: (a) the name of the corporation and that it is organized
 under the laws of the state of Wisconsin; (b) the name of the person to
 whom issued; and (c) the number and class of shares that the certificate
 represents.  The share certificates shall be signed by the president or
 any vice president and by the secretary and any assistant secretary or any
 other officer or officers designated by the Board of Directors.  A record
 shall be kept of the name of the owner or owners of the shares represented
 by each certificate, the number of shares represented by each certificate,
 the date of each certificate, and in case of cancellation, the date of
 cancellation.  Every certificate surrendered to the corporation for
 exchange or transfer shall be cancelled, and no new certificate or
 certificates shall be issued in exchange for any existing certificates
 until the existing certificates shall have been so cancelled, except in
 cases provided for in Section 8.07 of these Bylaws.
                                  -16-
     Section 8.02.  FACSIMILE SIGNATURES.  The signatures of the president
 or vice president and the secretary or assistant secretary upon a
 certificate may be facsimiles if the certificate is countersigned by a
 transfer agent, or registered by a registrar, other than the corporation
 itself or an employee of the corporation.

     Section 8.03.  SIGNATURE BY FORMER OFFICER.  If an officer who has
 signed or whose facsimile signature has been placed upon any share
 certificate shall have ceased to be an officer before the certificate is
 issued, the corporation may issue the certificate with the same effect as
 if he were an officer at the date of its issue.

     Section 8.04.  CONSIDERATION FOR SHARES.  The corporation's shares may
 be issued for such consideration as shall be determined by the Board of
<PAGE>
 Directors to be adequate.  When the corporation receives payment of the
 consideration for which shares are to be issued, the shares shall be
 deemed fully paid and nonassessable by the corporation.

     Section 8.05.  TRANSFER OF SHARES.  Transfers of shares in the
 corporation shall be made on the corporation's books only by the
 registered shareholder, by his legal guardian, executor, or administrator,
 or by his or her attorney authorized by a power of attorney duly executed
 and filed with the corporation's secretary or with a transfer agent
 appointed by the Board of Directors, and on surrender of the certificate
 or certificates for the shares.  Where a share certificate 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 a loss as a
 result of the 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 the duty.  The
 corporation may require reasonable assurance that the endorsements are
 genuine and effective in compliance with such other regulations as may be
 prescribed by or under the Board of Directors' authority.  The person in
 whose name shares stand on the corporation's books shall, to the full
 extent permitted by law, be deemed the owner of the shares for all
 purposes.

     Section 8.06.  LOST, DESTROYED OR STOLEN CERTIFICATES.  If an owner
 claims that his share certificate has been lost, destroyed, or wrongfully
 taken, a new certificate shall be issued in place of the original
 certificate if the owner (a) so requests before the corporation has notice
 that the shares have been acquired by a bona fide purchaser; (b) files
 with the corporation a sufficient indemnity bond (unless such bond is
 waived by the Board of Directors); and (c) satisfies such other reasonable
                                  -17-
 requirements as may be prescribed by or under the authority of the Board
 of Directors.

     Section 8.07.  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 registration of certificates representing shares
 of the corporation.


                     BYLAW IX.  DISTRIBUTIONS

     The Board of Directors may make distributions to its shareholders
 whenever and in whatever amounts as, in the board's opinion, the
 corporation's condition renders advisable in the manner and upon the terms
 and conditions provided by law and the restated articles of incorporation.


                     BYLAW X.  INDEMNIFICATION

     (a)  MANDATORY INDEMNIFICATION.

          (1)   Subject to the conditions and limitations of this Bylaw X
 and the corporation's articles of incorporation, the corporation shall, to
 the fullest extent permitted by the Wisconsin Business Corporation Law as
<PAGE>
 it may then be in effect, indemnify and hold harmless each person (and the
 heirs and legal representatives of such person) who is or was a director
 or officer of the corporation, or of any other corporation or other
 enterprise which is served in any capacity at the request of the
 corporation (the "executive"), against any and all expenses (including,
 but not limited to, fees, costs, charges, disbursements, attorneys' fees
 and any other expenses (hereafter collectively referred to as "expenses"))
 and liabilities (including, but not limited to, the obligation to pay a
 judgment, settlement, penalty, assessment, forfeiture or fine, including
 an excise tax assessed with respect to an employee benefit plan
 (hereinafter collectively referred to as "liabilities")) actually and
 reasonably incurred by him in connection with the result from any
 threatened, pending or completed civil, criminal, administrative or
 investigative action, suit, arbitration or other proceeding (whether
 brought by or in the right of the corporation or such other corporation or
 otherwise) ("proceedings"), or in connection with an appeal relating
 thereto, including, without limitation, proceedings brought under and/or
 predicated upon the Securities Act of 1933, as amended, and/or the
 Securities Exchange Act of 1934, as amended, and/or the Investment Company
                                  -18-
 Act of 1940, as amended, and/or their respective state counterparts and/or
 any rule or regulation promulgated thereunder, in which he may become
 involved, as a party or otherwise, by reason of his being or having been
 such executive, or by reason of any past or future action or omission or
 alleged action or omission (including those antedating the adoption of the
 Bylaw) by him in such capacity, whether or not he continues to be such at
 the time such liability or expense is incurred, either:

               (A)  to the extent he is successful on the merits or
 otherwise in the defense of a proceeding, or

               (B)  to the extent he is not successful on the merits or
 otherwise in the defense of a proceeding, unless it is determined pursuant
 to paragraph (b) of this Bylaw that liability was incurred because the
 executive breached or failed to perform a duty he owed to the corporation
 and the breach or failure to perform constituted:

                    (i)  a willful failure to deal fairly with the
 corporation or its shareholders in connection with a matter in which the
 executive had a material conflict of interest,

                    (ii)  a violation of criminal law, unless the executive
 had reasonable cause to believe his conduct was lawful or no reasonable
 cause to believe his conduct was unlawful,

                    (iii)  a transaction from which the executive derived
 an improper personal profit, or

                    (iv)  willful misconduct.

          (2)   In the event the executive is or was serving as an
 executive, trustee, fiduciary, administrator, employee or agent of an
 employee benefit plan sponsored by or otherwise associated with the
 corporation and incurs expenses or liabilities by reason of a proceeding
 having been brought, or having been threatened, against such executive
 because of his status as such an executive, trustee, fiduciary,
<PAGE>
 administrator, employee or agent of such plan or by reason of his
 performing duties in any such capacities, the corporation shall indemnify
 and hold harmless the executive against any and all of such reasonable
 amounts subject to the provisions of paragraph (a) hereof.

          (3)   The corporation may agree to indemnify and allow reasonable
 expenses for an employee or agent of the corporation who is not an
                                  -19-
 executive by general or specific action of the Board of Directors, or by
 contract or agreement.

 (b)   RIGHT TO INDEMNIFICATION; HOW DETERMINED.

          (1)   An executive's indemnification under this Bylaw X shall be
 determined pursuant to one of the following means (the "Authority") as may
 be selected by the executive seeking such indemnification:

               (A)  by a majority vote of a quorum of the Board of
 Directors consisting of directors not at the time parties to the same or
 related proceedings.  If a quorum of disinterested directors cannot be
 obtained, by a majority vote of a committee duly appointed by the Board of
 Directors and consisting of two or more directors not at the time parties
 to the same or related proceedings.  Directors who are parties to the same
 or related proceedings may participate in the designation of the members
 of the committee;

               (B)  by independent legal counsel selected by a quorum of
 the Board of Directors or its committee in the manner prescribed in (i)
 above or, if unable to obtain such quorum or committee, by majority vote
 of the full Board of Directors, including directors who are parties to the
 same or related proceedings;

               (C)  by a panel of three arbitrators consisting of one
 arbitrator selected by those directors entitled under (ii) above to select
 independent legal counsel, one arbitrator selected by the executive
 seeking indemnification and one arbitrator selected by the two arbitrators
 previously selected;

               (D)  by an affirmative vote of shares as set forth in
 Section 2.08 of Bylaw II of these Bylaws;

               (E)  by a court pursuant to the Wisconsin Business
 Corporation Law as it may then be in effect; or

               (F)  by any other method provided for by the articles of
 incorporation, contract or agreement.  In any such determination there
 shall exist a rebuttable presumption that the executive has met such
 standard(s) of conduct and is therefore entitled to indemnification
 pursuant to this Bylaw X.  The burden of rebutting such presumption by
 clear and convincing evidence shall be on the corporation. The Authority
 shall make a determination within sixty days of being selected and shall
                                  -20-
 simultaneously submit a written opinion of its conclusions to both the
 corporation and the executive and, if the Authority determines that the
 executive is entitled to be indemnified for any amounts pursuant to this
 Bylaw X, the corporation shall pay such amounts (net of all amounts, if
<PAGE>
 any, previously advanced to the executive pursuant to paragraph (d),
 including interest thereon as provided in paragraph (e)(3), to the
 executive (or to such other person or entity as he may designate in
 writing to the corporation) within ten days of receipt of such opinion.

          (2)   Any executive may, either before or within two years after
 a determination, if any, has been made by the Authority, petition the
 appropriate circuit court of the state of Wisconsin or any other court of
 competent jurisdiction to determine whether the executive is entitled to
 indemnification under this Bylaw X, and such court shall thereupon have
 the exclusive authority to make such determination unless and until such
 court dismisses or otherwise terminates such proceeding without having
 made such determination.  The court shall, as petitioned, make an
 independent determination of whether the executive is entitled to
 indemnification as provided under this Bylaw X, irrespective of any prior
 determination made by the Authority; provided, however, that there shall
 exist a rebuttable presumption that the executive has met the applicable
 standard(s) of conduct and is therefore entitled to indemnification
 pursuant to this Bylaw X.  The burden of rebutting such presumption by
 clear and convincing evidence shall be on the corporation. If the court
 determines that the executive is entitled to be indemnified for any
 amounts pursuant to this Bylaw X, unless otherwise ordered by such court,
 the corporation shall pay such amounts (net of all amounts, if any,
 previously advanced to the executive pursuant to paragraph (d), including
 interest thereon as provided in paragraph (e)(3), to the executive (or to
 such other person or entity as the executive may designate in writing to
 the corporation) within ten days of the rendering of such determination.
 An executive shall pay all expenses incurred by the executive in
 connection with the judicial determination provided in this paragraph
 (b)(2), and any subsequent appeal thereof, unless it shall ultimately be
 determined by the court that he is entitled to be indemnified, in whole or
 in part, by the corporation as authorized in this Bylaw X.

          (3)   Except as otherwise set forth in this subparagraph (2)(b),
 the expenses associated with the indemnification process set forth in this
                                  -21-
 paragraph (b), including, without limitation, the expenses of the
 Authority selected hereunder, shall be paid by the corporation.

     (c)   TERMINATION OF A PROCEEDING IS NONCONCLUSIVE.  The termination
 of any proceeding, no matter by whom brought, including, without
 limitation, Securities Law proceedings, by judgment, order, settlement,
 conviction, or upon a plea of nolo contendere or its equivalent, shall
 not, of itself, create a presumption that the executive has not met the
 applicable standard(s) of conduct set forth in paragraph (a).

     (d)   ADVANCE PAYMENT.

          (1)   Upon written request, the corporation shall advance
 expenses to, or where appropriate, at its expense, undertake the defense
 of, every such person prior to the final disposition thereof upon receipt
 of an undertaking by or on behalf of the recipient to repay such amount
 unless it shall ultimately be determined that he is entitled to
 indemnification under this Bylaw X together with a written affirmation of
 his good faith and belief that he has not breached or failed to perform
 his duties to the corporation.
<PAGE>
          (2)   In the event the corporation makes an advance of expenses
 to the executive pursuant to this Bylaw X, the corporation shall be
 subrogated to each and every right of recovery the executive may have
 against any insurance carrier from whom the corporation has purchased
 insurance for such purpose, if any.

     (e)   PARTIAL INDEMNIFICATION; INTEREST.

          (1)   If it is determined pursuant to this Bylaw X that an
 executive is entitled to indemnification as to some claims, issues or
 matters, but not as to other claims, issues or matters, involved in any
 proceeding, no matter by whom brought, including, without limitation,
 Securities Law proceedings, the Authority (or the court) shall authorize
 the reasonable proration (and payment by the corporation) of such expenses
 and liabilities with respect to which indemnification is sought by the
 executive, among such claims, issues or matters as the Authority (or the
 court) shall deem appropriate in light of all of the circumstances of such
 proceeding.

          (2)   If it is determined pursuant to this Bylaw X that certain
 amounts incurred by an executive, are for whatever reason, unreasonable in
 amount, the Authority (or the court) shall authorize indemnification to be
 paid by the corporation to the executive for only such amounts as the
                                  -22-
 Authority (or the court) shall deem reasonable in light of all of the
 circumstances of such proceeding.

          (3)   To the extent deemed appropriate by the Authority pursuant
 to this Bylaw X, or by the court before which such proceeding was brought,
 interest shall be paid by the corporation to an executive, at a reasonable
 interest rate, for amounts for which the corporation indemnifies the
 executive.

     (f)   LIMITATION OF DERIVATIVE PROCEEDINGS AND RELEASE OF DERIVATIVE
 CLAIMS.  No proceeding shall be brought and no cause of action shall be
 asserted, including, without limitation, Securities Law proceedings, by or
 in the right of the corporation, against the executive, his spouse, heirs,
 executors or administrators after the expiration of two years from the
 date the executive ceases, for any reason whatsoever, to serve as an
 executive of the corporation and/or of an affiliate unless asserted by the
 filing of an appropriate proceeding within such two-year period.  The
 provisions of any federal, state or local law or statute providing in
 substance that releases shall not extend to claims, demands, injuries or
 damages which are unknown or unsuspected to exist at the time to the
 person or entity executing such release are hereby expressly waived by the
 corporation and its shareholders.

     (g)   NONEXCLUSIVITY OF BYLAW X.  The right to indemnification
 provided to an executive by this Bylaw X shall not be deemed exclusive of
 any other rights to indemnification or the advancement of expenses to
 which he may be entitled under any charter provision, contract, agreement,
 resolution, vote of shareholders or disinterested directors of the
 corporation or otherwise, including, without limitation, under Federal law
 or Wisconsin Business Corporation Law Chapter 180 as it may then be in
 effect, both as to acts in his official capacity as such executive or
 other employee or agent of the corporation or of an affiliate or as to
<PAGE>
 acts in any other capacity while holding such office or position, and the
 terms and provisions of this Bylaw X shall continue as to the executive if
 he ceases to be an executive or other employee or agent of the corporation
 or of an affiliate, and such terms and provisions shall inure to the
 benefit of the heirs, executors and administrators of the executive.

     (h)   INSURANCE.

          (1)   The corporation may purchase and maintain insurance on
 behalf of an executive, agent or employee against any liability asserted
 against him or incurred by or on behalf of him or her in such capacity as
 an executive or other employee or agent of the corporation or of an
                                  -23-
 affiliate, or arising out of his status as such, whether or not the
 corporation would have the power to indemnify him against such liability
 under the provisions of this Bylaw X or under Wisconsin Business
 Corporation Law Chapter 180 as it may then be in effect.  The purchase and
 maintenance of such insurance shall not in any way limit or affect the
 rights and obligations of the corporation or the executive under this
 Bylaw X and the execution and delivery of this Bylaw X by the corporation
 and the executive shall not in any way limit or affect the rights and
 obligations of the corporation or of the other party or parties thereto
 under any such policy or agreement of insurance.

          (2)   If an executive shall receive payment from any insurance
 carrier or from the plaintiff in any proceeding against the executive in
 respect of indemnified amounts after payments on account of all or part of
 such indemnified amounts have been made by the corporation pursuant to
 this Bylaw X, the executive shall promptly reimburse the corporation for
 the amount, if any, by which the sum of such payment by such insurance
 carrier or such plaintiff and payments by the corporation to the executive
 exceeds such indemnified amounts; provided, however, that such portions,
 if any, of such insurance proceeds that are required to be reimbursed to
 the insurance carrier under the terms of its insurance policy, such as
 deductible or co-insurance payments, shall not be deemed to be payments to
 the executive hereunder.  In addition, upon payment of indemnified amounts
 under this Bylaw X, the corporation shall be subrogated to an executive's
 rights against any insurance carrier in respect of such indemnified
 amounts and the executive shall execute and deliver any and all
 instruments and/or documents and perform any and all other acts or deeds
 which the corporation deems necessary or advisable to secure such rights.
 The executive shall do nothing to prejudice such rights of recovery or
 subrogation.

     (i)   WITNESS EXPENSES.  Upon the executive's written request, the
 corporation shall pay (in advance or otherwise) or reimburse any and all
 expenses reasonably incurred by him in connection with his or her
 appearance as a witness in any proceeding at a time when he has not been
 formally named a defendant or respondent to such a proceeding.

     (j)  CONTRIBUTION.

          (1)   In the event the indemnity provided for in paragraph (a) is
 unavailable to the executive for any reason whatsoever, the corporation,
 in lieu of indemnifying the executive, shall contribute to the amount
 reasonably incurred by or on behalf of the executive, whether for
                                  -24-
<PAGE>
 liabilities and/or for expenses in connection with any proceeding, no
 matter by whom brought, including without limitation, Securities Law
 proceedings, in such proportion as is deemed fair and reasonable by the
 Authority pursuant to paragraph (b) hereof, or by the court before which
 such proceeding was brought, taking into account all of the circumstances
 of such proceeding, in order to reflect:

               (A)  the relative benefits received by the corporation and
 the executive as a result of the event(s) and/or transaction(s) giving
 cause to such proceeding; and/or

               (B)  the relative fault of the corporation (and its other
 executives, employees and/or agents) and the executive in connection with
 such event(s) and/or transaction(s).

          (2)   The executive shall not be entitled to contribution from
 the corporation under this paragraph (j) if it is determined by the
 Authority pursuant to paragraph (b), or by the court before which such
 proceeding was brought, that the executive, in the performance of his duty
 to the corporation or otherwise, violated the provisions of paragraph(a).

          (3)   The corporation's payment of, and the executive's right to,
 contribution under this paragraph (j) shall be made and determined in
 accordance with paragraph (b) hereof relating to the corporation's payment
 of, and the executive's right to, indemnification under this Bylaw X.

     (k)  SEVERABILITY.  In the event that any provision of this Bylaw X
 shall be deemed invalid or inoperative, or in the event that a court of
 competent jurisdiction determines that any of the provisions of this
 Agreement contravene public policy, this Bylaw X shall be construed so
 that the remaining provisions shall not be affected, but shall remain in
 full force and effect, and any such provisions which are invalid or
 inoperative or which contravene public policy shall be deemed, without
 further action or deed on the part of any person, to be modified, amended
 and/or limited, but only to the extent necessary to render the same valid
 and enforceable, and the corporation shall indemnify the executive as to
 reasonable expenses, judgments, fines and amounts incurred in settlement
 with respect to any proceeding, no matter by whom brought, including
 Securities Law proceedings, to the full extent permitted by any applicable
 provision of this Bylaw X that shall not have been invalidated and to the
 full extent otherwise permitted by the Wisconsin Business Corporation Law
 as it may then be in effect.
                                  -25-
                      BYLAW XI.  FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of
 January and end on the 31st day of December in each year.


                         BYLAW XII.  SEAL

     The corporation shall not have a corporate seal, and all formal
 corporate documents shall, when required, carry the designation "No Seal"
 along with the signature of the officer or officers.

<PAGE>
                      BYLAW XIII.  AMENDMENTS

     Section 13.01.  BY SHAREHOLDERS.  Except with respect to Sections
 2.02, 2.08 and 3.08, and unless a greater number of shares is required
 under the terms of any section of any bylaw of these Bylaws which has been
 adopted by the shareholders or by law, these Bylaws may be altered,
 amended or repealed and new bylaws may be adopted by the shareholders by
 affirmative vote of not less than a majority of all voting groups of this
 corporation entitled to vote in the election of directors present or
 represented at any annual or special meeting of the shareholders at which
 a quorum is in attendance.  Sections 2.02, 2.08 and 3.08 of the Bylaws may
 be altered, amended or repealed only by the affirmative vote of two-thirds
 of all voting groups of this corporation entitled to vote in the election
 of directors at any annual or special meeting of the shareholders at which
 a quorum is in attendance in addition to the vote or consent of the
 holders of the stock of this corporation otherwise required by law.

     Section 13.02.  BY DIRECTORS.  These Bylaws may also be altered,
 amended or repealed and new bylaws 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 bylaw
 adopted by the shareholder shall be amended or repealed by the Board of
 Directors if the bylaw so adopted so provides.

     Section 13.03.  IMPLIED AMENDMENTS.  Any action taken or authorized by
 the shareholders or by the Board of Directors, which would be inconsistent
 with the bylaws 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 bylaws so that the bylaws would be consistent with
 such action, shall be given the same effect as though the bylaws had been
 temporarily amended or suspended so far, but only so far, as is necessary
 to permit the specific action so taken or authorized.
                                  -26-