other proxies given by such Shareholder with respect to such Shareholder’s Shares. SuchShareholder acknowledges receipt and review of a copy of the Merger Agreement. For purposes ofthis Agreement, “Shares” shall mean, for each Shareholder, all shares of common stock, par value$.01 per share, and preferred stock, par value $.01 per share (“Company Stock”), of the HoldingCompany that such Shareholder beneficially owns at the date of this Agreement, together with theshares of Company Stock of which the Shareholder becomes the beneficial owner before the EffectiveTime, less any shares of Company Stock subsequently disposed of pursuant to a Permitted Transfer.          (b) Such Shareholder hereby irrevocably grants to, and appoints, Parent, Frank C. Spencer andCharles M. Handy, and any individual designated in writing by any of them, and each of themindividually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution),for and in the name, place and stead of such Shareholder, to vote the Shareholder’s Shares, orgrant a consent, approval or dissent in respect of the Shareholder’s Shares in the manner in whichsuch Shareholder is required to vote such Shareholder’s Shares pursuant to this Section 1. SuchShareholder understands and acknowledges that Parent is entering into the Merger Agreement inreliance upon such Shareholder’s execution and delivery of this Agreement. Such Shareholder herebyaffirms that the irrevocable proxy set forth in this Section 1 is given in connection with theexecution of the Merger Agreement, and that such irrevocable proxy is given to secure theperformance of the duties of such Shareholder under this Agreement. Such Shareholder herebyfurther affirms that the irrevocable proxy hereby granted is coupled with an interest and may underno circumstances be revoked unless and until the Expiration Date (as defined below). SuchShareholder hereby ratifies and confirms any and all votes, consents or other actions that anyproxy appointed hereby may lawfully do or cause to be done by virtue hereof. The proxy and powerof attorney granted by each Shareholder is a durable power of attorney and shall survive thebankruptcy, death or incapacity of such Shareholder.     2. Transfer of Shares. Each Shareholder agrees that except for Permitted Transfers(as defined herein), it shall not, directly or indirectly, during the period from the date of thisAgreement through the Expiration Date (as defined in Section 4, below), (a) sell, assign,transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber (a“Transfer”) any of the Shares or otherwise agree to do any of the foregoing except pursuant to theMerger Agreement or pursuant to the transactions contemplated therein, (b) deposit any Shares intoa voting trust or enter into a voting agreement or arrangement or grant any proxy or power ofattorney with respect thereto (other than a proxy granting to the holder thereof the power solelyto vote Shares in favor of the approval of the Merger Agreement and the Merger or to vote onemployee compensation arrangements that are not inconsistent with the Merger Agreement), or (c)enter into any contract, option or other arrangement or undertaking with respect to the direct orindirect Transfer of any Shares. For purposes of this Agreement, “Permitted Transfer” means any ofthe following Transfers: (i) a Transfer by will or operation of law, in which case this Agreementshall bind the transferee, (ii) a Transfer pursuant to any pledge agreement existing as of the dateof this Agreement, subject to the pledgee agreeing in writing to be bound by the terms of thisAgreement, (iii) a Transfer in connection with estate and tax planning purposes, includingtransfers to relatives, trusts and charitable organizations, subject to the transferee agreeing inwriting to be bound by the terms of this Agreement, (iv) a Transfer from a Shareholder to oneor more other Shareholders, and (v) a Transfer made with the prior written consent of Parent.
 

 
     3. Appraisal Rights. Each Shareholder agrees not to exercise any rights of appraisalor any dissenters’ rights that such Shareholder may have (whether under applicable law orotherwise) or could potentially have or acquire in connection with the Merger.     4. Termination. For purposes of this Agreement, the “Expiration Date” shall bedefined as, and the obligations of each Shareholder under this Agreement shall terminate upon, theearliest of (a) the Effective Time, (b) the date that the Merger Agreement is validly terminated inaccordance with its terms, and (c) the written consent of the Shareholders and the Parent.     5. Assignment. This Agreement and the rights hereunder are not assignable ortransferable by any party without the prior written consent of the other parties; provided,however, that no such assignment shall relieve the assigning party of its obligationshereunder if such assignee does not perform such obligations.     6. Consummation of the Merger. Each Shareholder, solely in his, her or its capacityas a shareholder of the Holding Company, shall use such Shareholder’s reasonable efforts to take,or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate withthe other parties in doing, all things reasonably necessary, proper or advisable to consummate andmake effective, in the most expeditious manner practicable, the Merger and the other transactionscontemplated by the Merger Agreement. Such Shareholder shall not issue any press release or makeany other public statement with respect to the Merger or any other transaction contemplated by theMerger Agreement without the prior written consent of Parent, which shall not be unreasonablywithheld, except as may be required by applicable law.     7. Shareholders’ Representations. Except as set forth in the Merger Agreement and theschedules and exhibits attached thereto and subject to the limitations contained therein, eachShareholder hereby severally and not jointly represents and warrants to Parent in respect of suchShareholder as follows:          (a) Such Shareholder (i) is the record and beneficial owner of, or is the trustee of a trustthat is the record holder of, and whose beneficiaries are the beneficial owners of, and has goodand marketable title to, the number of shares of Company Stock set forth opposite suchShareholder’s name on Schedule 1 to this Agreement free and clear of any mortgage, lien, pledge,charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares(“Lien”) other than pledges in favor of M&I Marshall and Ilsley Bank that have been disclosed toParent prior to the date of this Agreement and that do not prohibit or otherwise affect theenforceability of any of the provisions hereof, (ii) does not own, of record or beneficially, anyshares of capital stock of the Holding Company other than the Shareholder’s Shares set forthopposite such Shareholder’s name on Schedule 1 to this Agreement, (iii) has sole voting power andsole power to issue instructions with respect to the matters set forth in Section 1 hereof, solepower of disposition and sole power to agree to all of the matters set forth in this Agreement, ineach case with respect to all of the Shareholder’s Shares held by such Shareholder with nolimitations, qualifications or restrictions on such rights, subject to applicable securitieslaws and the terms of this Agreement, (iv) has all requisite legal power, authority and rightto enter into, execute and deliver this Agreement, and to consummate the transactions contemplatedhereby, without the consent or approval of any other person, and (v) has not entered into any
 

 
voting agreement or other similar agreement with or granted any person any proxy (revocable orirrevocable) in respect of the Shareholder’s Shares (other than this Agreement).          (b) If such Shareholder is not a natural person, the execution and delivery by suchShareholder of this Agreement and consummation of the transactions contemplated hereby have beenduly authorized by all necessary action on the part of such Shareholder. Such Shareholder has dulyexecuted and delivered this Agreement, and this Agreement is the legal, valid and bindingobligation of such Shareholder, enforceable against such Shareholder in accordance with its termssubject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcementof creditors’ rights in general and to general principles of equity (regardless of whetherconsidered in a proceeding in equity or in an action at law). The execution and delivery by suchShareholder of this Agreement does not, and the consummation of the transactions contemplatedhereby and compliance with the terms hereof will not, conflict with, or result in any violation of,or default (with or without notice or lapse of time, or both) under, or give rise to a right oftermination, cancellation or acceleration of any obligation or to loss of a material benefit under,or to increased, additional, accelerated or guaranteed rights or entitlements of any person under,or result in the creation of any Lien upon any of the properties or assets of such Shareholderunder, any provision of any contract to which such Shareholder is a party or by which anyproperties or assets of such Shareholder are bound or, subject to the filings and other mattersreferred to in the next sentence, any provision of any laws applicable to such Shareholder or theproperties or assets of such Shareholder. No consent of, or registration, declaration or filingwith, any governmental authority is required to be obtained or made by or with respect to suchShareholder in connection with the execution, delivery and performance of this Agreement or theconsummation of the transactions contemplated hereby, other than such reports under Sections 13(d)and 16 of the Exchange Act as may be required in connection with this Agreement and thetransactions contemplated hereby. If such Shareholder is married and the Shareholder’s Sharesconstitute community property or otherwise need spousal or other approval to be legal, valid andbinding, this Agreement has been duly authorized, executed and delivered by, and constitutes avalid and binding agreement of, such Shareholder’s spouse, enforceable against such spouse inaccordance with its terms. If this Agreement is being executed in a representative or fiduciarycapacity, the person signing this Agreement has full power and authority to enter into and performthis Agreement. No trust of which such Shareholder is a trustee requires the consent of anybeneficiary to the execution and delivery of this Agreement or to the consummation of thetransactions contemplated hereby.     8. Parent’s Representations. Parent hereby represents and warrants to eachShareholder as follows: (i) the execution, delivery and performance by Parent of this Agreement andthe consummation by Parent of the transactions contemplated hereby are within the corporate powersof Parent and have been duly authorized by all necessary corporate action, and (ii) this Agreementconstitutes a valid and binding agreement of Parent.     9. Equitable Relief. The Shareholders agree that Parent would be irreparably harmedby any breach of this Agreement on the part of any Shareholder and that Parent shall be entitled tospecific performance and injunctive and other equitable relief in respect of any breach(including any threatened or anticipated breach) of this Agreement and to enforce theprovisions hereof, and the Shareholders further agree to waive any requirement for the securing orposting of any bond in connection with the obtaining of any such injunctive or other equitablerelief.
 

 
This provision is without prejudice to any other rights or remedies, whether at law or inequity, that any party hereto may have against any other party hereto for any failure to performits obligations under this Agreement.     10. Further Assurances. Each Shareholder shall, from time to time, execute anddeliver, or cause to be executed and delivered, such additional or further consents, documents andother instruments as Parent may reasonably request for the purpose of effectively carrying out thetransactions contemplated by this Agreement.     11. Capacity; No Effect on Merger Agreement. Each Shareholder is entering into thisAgreement solely in his or her capacity as a shareholder of the Holding Company, and no covenantcontained herein shall apply to any Shareholder in his or her capacity as a director, officer oremployee of the Holding Company or in any other capacity. Nothing contained in this Agreementshall be deemed to apply to, or limit in any manner, any Shareholder from fulfilling his or herobligations under applicable law, including without limitation his or her fiduciary duties, in hisor her capacity as a director, officer or employee with respect to the Holding Company and nothingherein will limit or affect, or give rise to any liability to a Shareholder by virtue of anyactions taken by such Shareholder in his or her capacity as a director, officer or employee of theHolding Company. Nothing contained in this Agreement shall affect the terms and conditions of theMerger Agreement.     12. No Additional Rights Granted. Nothing contained in this Agreement shall be deemedto vest in Parent any direct or indirect ownership or incidence of ownership of or with respect toany of the Company Stock. All rights, ownership and economic benefits of and relating to theCompany Stock shall remain and belong to the applicable Shareholder and Parent shall have no poweror authority to direct any Shareholder in the voting of any of the Company Stock or the performanceby any Shareholder of its duties or responsibilities as a shareholder of the Holding Company,except as otherwise provided herein.     13. Binding Effect. This Agreement is binding upon the parties hereto and theirrespective heirs, successors, legal representatives and permitted assigns.     14. Severability. The parties agree that if any provision of this Agreement under anycircumstances is deemed invalid or inoperative, then this Agreement is construed with the invalidor inoperative provision deleted, and the rights and obligations of the parties are construed andenforced accordingly.     15. Governing Law. This Agreement is governed by and construed and enforced inaccordance with the laws of the State of Wisconsin without regard to principles of conflicts oflaw.     16. Counterparts. This Agreement may be executed in one or more counterparts, all ofwhich are considered but one and the same agreement, and become effective when one ormore such counterparts have been signed by each of the parties and delivered to the otherparty. A facsimile signature of this Agreement is effective as an original.*(Signatures appear on the following page.)*
 

 
     IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first setforth above.**SHAREHOLDERS:**             **BAIRD CAPITAL PARTNERS III LIMITED PARTNERSHIP** Scott A. Ransom            By: Baird Capital Partners Management Company        III, L.L.C., its General Partner            Brian L. Happ            By:                   David P. Pelisek, Director                    William L. Peel, Jr.   **BCP III AFFILIATES FUND LIMITED PARTNERSHIP**             By: Baird Capital Partners Management Company   Eli Woyke     III, L.L.C., its General Partner               By:     Thomas G. Platz      David P. Pelisek, Director               **BCP III SPECIAL AFFILIATES LIMITED PARTNERSHIP** Patricia LaForge                     By: Baird Capital Partners Management Company         III, L.L.C., its General Partner            Kurtis M. Helin            By:                   David P. Pelisek, Director                    Julia A. Houck   **LUBAR CAPITAL, LLC**             By: Lubar Capital Management, LLC, its Manager            Steven C. Peterson                     By: Lubar & Co., Incorporated, its Manager            Gregg F. Redfern   By:           David J. Lubar, President  
 

 
         **COGDELL SPENCER LP**           By: CS Business Trust I, its General Partner           By: Cogdell Spencer Inc., its Sole Beneficial Owner           By:         Frank C. Spencer, President and CEO           **GOLDENBOY ACQUISITION CORP.**           By: Cogdell Spencer LP, its Sole Beneficial Owner           By: CS Business Trust I, its General Partner           By: Cogdell Spencer Inc., its Sole Beneficial Owner           By:         Frank C. Spencer, President and CEO  
 

 
**Schedule 1****Shareholders; Shares**               **Total Number of** **Total Number of**    **Shares of Nonvoting** **Shares**    **Common Stock** **of Voting Common** **Total Number of Shares****Nameof Shareholder** **Held** **Stock Held** **of Preferred Stock Held**Baird Capital Partners III