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                             RESTATED AND AMENDED
                                  BYLAWS OF
                        UNITED WISCONSIN SERVICES, INC.
                                 MAY 28, 1997


                              ARTICLE I. OFFICES

     SECTION 1. 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.

     SECTION 2. 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 to 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 the registered office.

                            ARTICLE II. SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The Annual Meeting of the Shareholders shall 
be held at the principal office of the Corporation in the City of Milwaukee, 
Milwaukee County, Wisconsin, unless the Board of Directors shall designate 
another location either within or without the State of Wisconsin.  The Annual 
Meeting shall take place on the last Wednesday of May each year 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.  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. At such 
meeting the Shareholders shall elect directors and transact such other 
business as shall lawfully come before them.

     A.   ELECTORS AND OTHER BUSINESS. Nominations of persons for
          election to the Board of Directors of the Corporation and the
          proposal of business to be considered by the Shareholders may be
          made at the Annual Meeting:

          1.   Pursuant to the Corporation's notice of meeting;

          2.   By or at the direction of the Board of Directors; or

          3.   By any Shareholder of the Corporation who is a shareholder of 
               record at the time of the giving of the notice provided for in 
               these Bylaws and who is entitled to vote at the meeting and 
               complies with the notice procedures set forth below.

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     B.   NOMINATIONS AND SUBMISSION OF BUSINESS MATTERS. For nominations
          or other business to be properly before an Annual Meeting by a
          shareholder, the Shareholder must have given timely notice
          thereof in writing to the Secretary of the Corporation.  Timely
          notice is that notice which is received by the Secretary at the
          Corporation's principal office not less than 60 days nor more
          than 90 days prior to the last Wednesday in May, provided,
          however, that in the event the date of the Annual Meeting is
          advanced by more than 30 days or delayed by more than 60 days
          from the last Monday in May, notice by the Shareholder, to be
          timely, must be received as provided above not earlier than the
          90th day prior to the date of such Annual Meeting and not later
          than the close of business on the later of (x) the 60th day
          prior to such Annual Meeting, or (y) the 10th day on which
          public announcement of the date of such a meeting is first made.
          Such Shareholder's notice shall be signed by the Shareholder of
          record who intends to make the nomination or introduce the other
          business (or his or her duly authorized proxy or other
          representative), shall bear the date of signature of such
          Shareholder or representative, and shall set forth:

          1.   The name and address, as they appear on the Corporation's
               books, of such Shareholder and the beneficial owner(s), if
               any, on whose behalf the nomination or proposal is made;

          2.   The class and number of shares of the Corporation which are
               beneficially owned by such Shareholder or beneficial
               owner(s);

          3.   A representation that such Shareholder is a holder of
               record of shares entitled to vote at such meeting and
               intends to appear in person or by proxy at the meeting to
               make the nomination or introduce the other business
               specified in the notice;

          4.   In the case of any proposed nomination for election or
               reelection as a director:

               (a)  the name and residence address of the nominee;

               (b)  a description of all arrangements or understandings
                    between such Shareholder or beneficial owner(s) and
                    each nominee and any other person(s) (naming such
                    person(s)) pursuant to which the nomination is to be
                    made by the Shareholder;

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               (c)  such other information regarding each nominee proposed
                    by such Shareholder as would be required to be
                    disclosed in solicitations of proxies for elections of
                    directors, or would be otherwise required to be
                    disclosed, in each case pursuant to Regulation 14A
                    under the Securities Exchange Act of 1934, as amended,
                    including any information that would be required to be
                    included in a proxy statement filed pursuant to
                    Regulation 14A had the nominee been nominated by the
                    Board of Directors; and

               (d)  the written consent of each nominee to be named in a
                    proxy statement and to serve as a director of the
                    Corporation if so elected; and

          5.   In the case of any other business that such Shareholder
               proposes to bring before the meeting,

               (a)  a brief description of the business desired to be
                    brought before the meeting, and, if the business
                    includes a proposal to amend these Bylaws, the
                    language of the proposed amendment;

               (b)  such Shareholder's and beneficial owner's(s') reasons
                    for conducting such business at such time; and

               (c)  any material interest in such business of such
                    Shareholder or beneficial owners(s).

     Notwithstanding anything in the above paragraph to the contrary, in
     the event that the number of directors to be elected to the Board of
     Directors of this Corporation is increased and there is no public
     announcement naming all of the nominees for director or specifying
     the size of the increased Board of Directors made by the Corporation
     at least 70 days prior to the last Wednesday in May, a Shareholder's
     notice required by this Section shall also be considered timely, but
     only with respect to nominees for new positions created by such
     increase, if it is received by the Secretary at the Corporation's
     principal office not later than the close of business on the 10th day
     following the day on which such public announcement is first made by
     the Corporation.

     SECTION 2.  SPECIAL MEETINGS.  Special meetings of the Shareholders may be
called by the Chairman of the Board, and shall be called by the Secretary on
written request of a majority of members of the Board of Directors, or on
written request of the holders of at least 10 percent of 

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the Corporation's shares entitled to vote on a matter.  The request shall be 
signed, dated and delivered to the Secretary describing one or more purposes 
for which the meeting is to be held.  The Board of Directors shall set the 
place of the meeting.  If no such designation is made, the place of the 
meeting shall be the principal business office of the Corporation in the 
State of Wisconsin, but any meeting may be adjourned to reconvene at any 
place designated by a vote of a majority of the shares represented thereat.

     A.   ELECTIONS AND OTHER BUSINESS. Nominations of persons for
          election to the Board of Directors may be made at a Special
          Meeting at which directors are to be elected pursuant to such
          notice of meeting:

          1.   By or at the direction of the Board of Directors; or

          2.   By any Shareholder of the Corporation who:

               (a)  is a Shareholder of record at the time of giving
                    notice of the meeting,

               (b)  is entitled to vote at the meeting, and

               (c)  complies with the notice procedures set forth below.

     B.   NOMINATIONS AND SUBMISSION OF BUSINESS MATTERS.  Only such
          business as shall have been described in such notice shall be
          conducted at the Special Meeting.  Any Shareholder desiring to
          nominate persons for election to the Board of Directors at a
          Special Meeting shall cause written notice to be received by the
          Secretary of the Corporation at its principal office not earlier
          than 90 days prior to such Special Meeting and not later than
          the close of business on the later of (x) the 60th day prior to
          such Special Meeting or (y) the 10th day following the day on
          which public announcement is first made of the date of such
          Special Meeting and of the nominees proposed by the Board of
          Directors to be elected at such meeting.  Such written notice
          shall be signed by the Shareholder of record who intends to make
          the nomination (or his or her duly authorized proxy or other
          representative), shall bear the date of signature of such
          Shareholder or other representative, and shall set forth:

          1.   The name and address, as they appear on the Corporation's
               books, of such Shareholder and the beneficial owner(s), if
               any, on whose behalf the nomination is made;

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          2.   The class and number of shares of the Corporation which are
               beneficially owned by such Shareholder or beneficial
               owner(s);

          3.   A representation that such Shareholder is a holder of
               record of shares of the Corporation entitled to vote at
               such meeting and intends to appear in person or by proxy at
               the meeting to make the nomination specified in the notice;

          4.   The name and residence address of the person(s) to be
               nominated;

          5.   A description of all arrangements or understandings between
               such Shareholder or beneficial owner(s) and each nominee
               and any other person(s) (naming such person(s)) pursuant to
               which the nomination is to be made by such Shareholder;

          6.   Such other information regarding each nominee proposed by
               such Shareholder as would be required to be disclosed in
               solicitations of proxies for elections of directors, or
               would be otherwise required to be disclosed, in each case
               pursuant to Regulation 14A under the Securities Exchange
               Act of 1934, as amended, including any information that
               would be required to be included in a proxy statement filed
               pursuant to Regulation 14A had the nominee been nominated
               by the Board of Directors; and

          7.   The written consent of each nominee to be named in a proxy
               statement and to serve as a director of the Corporation if
               so elected.

     SECTION 3. NOTICE OF ANNUAL OR SPECIAL MEETING. Notice may be 
communicated by telegraph, teletype, facsimile or other form of wire or 
wireless communication, or by mail or private carrier, and, if these forms of 
personal notice are impracticable, notice may be communicated by public 
announcement.  Such notice stating the place, day and hour of the meeting 
and, in case of a special meeting, a description of each purpose for which 
the meeting is called, shall be communicated or sent not less than 10 days 
nor more than 60 days before the date of the meeting, by or at the direction 
of the Chairman of the Board or the Secretary, or other Officer or persons 
calling the meeting, to each shareholder of record entitled to vote at such 
meeting. Written notice by the Corporation to its shareholders is effective 
when mailed and may be addressed to the shareholder's address shown in the 
Corporation's current record of shareholders.

     SECTION 4. UNANIMOUS CONSENT WITHOUT MEETING. Any action that may be
taken at a meeting of the Shareholders may be taken without a meeting if a
consent in writing setting forth 

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the action so taken shall be signed by all of the Shareholders entitled to 
vote with respect to the subject matter thereof.

     SECTION 5. CLOSING OF STOCK TRANSFER BOOKS OR FIXING OF RECORD DATE. A 
"Shareholder" of the Corporation shall mean the person in whose name shares 
are registered in the stock transfer books of the Corporation or the 
beneficial owner of shares to the extent of the rights granted by a nominee 
certificate on file with the Corporation.  Such nominee certificates, if any, 
shall be reflected in the stock transfer books of the Corporation.  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, 70 days.  If the stock transfer books shall be closed 
for the purpose of determining Shareholders entitled to the notice of or to 
vote at a meeting of Shareholders, such books shall be closed for at least 10 
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 70 days and, in case of a meeting of Shareholders, not 
less than 10 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 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 where the 
determination has been made through the closing of the stock transfer books 
and the stated period of closing has expired.

     SECTION 6. VOTING RECORD. The Secretary shall, before each meeting of 
Shareholders, make a complete list 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.

     SECTION 7. QUORUM. Shares entitled to vote as a separate voting group as
defined in the Wisconsin Business Corporation Law may take action on a matter
at a meeting only if a quorum of those shares exists with respect to that
matter.  Unless the Articles of Incorporation or the 

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Wisconsin Business Corporation Law provide otherwise, a majority of the votes 
entitled to be cast on the matter by a voting group constitutes a quorum of 
that voting group for action on that matter.

     Once a share is represented for any purposes at a meeting, other than 
for the purpose of objecting to holding the meeting or transacting business 
at the meeting, it is considered present for purposes of determining whether 
a quorum exists for the remainder of the meeting and for any adjournment of 
that meeting unless a new record date is or must be set for that adjourned 
meeting.

     If a quorum exists, action on a matter by a voting group is approved if 
the votes cast within the voting group favoring the action exceed the votes 
cast opposing the action, unless the Articles of Incorporation or the 
Wisconsin Business Corporation Law require a greater number of affirmative 
votes.

     "Voting group" means any of the following:

     A.   All shares of one or more classes or series that under the
          Articles of Incorporation or the Wisconsin Business Corporation
          Law are entitled to vote and be counted together collectively on
          a matter at a meeting of Shareholders.

     B.   All shares that under the Articles of Incorporation or the
          Wisconsin Business Corporation Law are entitled to vote
          generally on a matter.

     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.

     SECTION 8. PROXIES. At all meetings of Shareholders, a Shareholder 
entitled to vote may vote in person or by proxy.  A Shareholder may appoint a 
proxy to vote or otherwise act for the Shareholder by signing an appointment 
form, either personally or by his or her attorney-in-fact.  Such proxy 
appointment is effective when received by the Secretary of the Corporation 
before or at the time of the meeting.  Unless otherwise provided in the 
appointment form of proxy, a proxy appointment 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 or her proxy appointment shall not of itself constitute a 
revocation.  No proxy appointment shall be valid after eleven months from the 
date of its execution, unless otherwise provided in the appointment form of 
proxy.  The Board of Directors shall have the power and authority to make 
rules establishing presumptions as to the validity and sufficiency of proxy 
appointments.

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     SECTION 9. 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 voting group 
or groups are enlarged, limited or denied by the Articles of Incorporation.

     SECTION 10. 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.  An appointment form of 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, or the designation
          of some other person by the Board of Directors or by the Bylaws
          of such other corporation.

     B.   LEGAL REPRESENTATIVES AND FIDUCIARIES. Shares held by an
          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 or her name, provided that there is filed with
          the Secretary before or at the time of meeting proper evidence
          of his or her incumbency and the number of shares held by him,
          either in person or by proxy.  An appointment form of 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, that such
          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 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;
          provided, however, a pledgee shall be entitled to vote shares
          held of record by the pledgor if the Corporation receives
          acceptable evidence of the pledgee's authority to sign.

     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 

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          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.  Shares held
          by a minor may be voted by a personal representative,
          administrator, executor, guardian or conservator representing
          the minor if evidence of such fiduciary status, acceptable to
          the Corporation, is presented.

     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 judicial proceedings for appointment of a
          guardian.  Shares held by an incompetent or spendthrift may be
          voted by a personal representative, administrator, executor,
          guardian or conservator representing the minor if evidence of
          such fiduciary status, acceptable to the Corporation, is
          presented.

     G.   JOINT TENANTS. Share 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
          or her 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 appointment form of
          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.

     SECTION 11. CONDUCT OF MEETINGS. The Chairman of the Board, or in the
Chairman's absence, the President, or, in their absence such Vice President as
is designated by the Board of Directors, shall call the meeting to order and
act as Chairperson of the meeting.  Only persons nominated in accordance with
the procedures set forth in Article II, Sections 1 and 2, shall be eligible to
serve as Directors.  Only such business as shall have been brought before a
meeting in accordance with the procedures set forth in Article II, Sections 1
and 2, shall be eligible to be conducted.  The Chairperson of the meeting shall
have the power and duty to determine whether 

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any nomination or any business proposed to be brought before the meeting was 
made in accordance with the procedures set forth in Article II, Sections 1 
and 2, and, if any proposed nomination or business is not in compliance 
therewith, to declare that such defective proposal shall be disregarded.

     SECTION 12. PUBLIC ANNOUNCEMENT. For purposes of Article II, Sections 1
and 2, "public announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press, or comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Securities
Exchange Act of 1934, as amended.

     SECTION 13. INVALIDITY. The Chairperson, upon recommendation of the 
Secretary, may reject a vote, consent, waiver, or proxy appointment, if the 
Secretary or other officer or agent of the Corporation who is authorized to 
tabulate votes, acting in good faith, has reasonable doubt about the validity 
of the signature on it or about the signatory's authority to sign for the 
Shareholder.  The Corporation and its officer or agent who accepts or rejects 
a vote, consent, waiver or proxy appointment in good faith and in accordance 
with the Wisconsin Business Corporation Law shall not be liable for damages 
to the Shareholders for consequences of the acceptance or rejection.

     SECTION 14. WAIVER OF NOTICE. A Shareholder may waive any notice 
required by the Wisconsin Business Corporation Law, the Articles of 
Incorporation, or these Bylaws before or after the date and time stated in 
the notice.  The waiver shall be in writing and signed by the Shareholder 
entitled to the notice, contain the same information that would have been 
required in the notice under the Wisconsin Business Corporation Law (except 
that the time and place of meeting need not be stated), and be delivered to 
the Corporation for inclusion in the corporate records.  A Shareholder's 
attendance at any Annual Meeting or Special Meeting, in person or by proxy, 
waives objection to all of the following:  (a) lack of notice or defective 
notice of the meeting, unless the Shareholder promptly upon arrival or at the 
beginning of the meeting objects to holding, or transacting business at, the 
meeting; and (b) consideration of a particular matter at the meeting that is 
not within the purpose described in the meeting notice, unless the 
Shareholder objects to considering the matter when it is presented.

                        ARTICLE III. BOARD OF DIRECTORS

     SECTION 1. NUMBER OF DIRECTORS. The number of Directors of the 
Corporation shall be nine (9), all of whom shall be nominated and elected by 
the Shareholders as provided herein.

     SECTION 2. TERM OF OFFICE. Elected Directors shall hold office for a 
term of three (3) years and until their successors are elected and qualified, 
except as otherwise provided in this Section or until their death, 
resignation or removal.  The Board of Directors shall be divided into 

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three (3) classes of three (3) directors each.  The term of office of the 
first class of Directors shall expire at the first annual meeting after their 
initial election and when their successors are elected and qualified, the 
term of office of the second class shall expire at the second annual meeting 
after their initial election and when their successors are elected and 
qualified, and the terms of office of the third class shall expire at the 
third annual meeting after their initial election and when their successors 
are elected and qualified.  At each annual meeting after the initial 
classification of the Board of Directors, the class of Directors whose term 
expires at the time of such election shall be elected to hold office until 
the third succeeding annual meeting and until their successors are elected 
and qualified.

     SECTION 3. NOMINATIONS. Nominations for the election of directors shall 
be made in accordance with the provisions of Article II, Sections 1 and 2 
hereof, which requirements are hereby incorporated by reference in this 
Article III, Section 3.

     SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of Directors 
shall be held without other notice than this Bylaw immediately after, and at 
the same place as, the Annual Meeting of Shareholders, for election of 
corporate officers and transaction of other business.  The Board of Directors 
may provide by resolution the time and place for holding additional meetings 
without other notice than such resolution.

     SECTION 5. SPECIAL MEETINGS. Special Meetings of the Board of Directors 
shall be held whenever called by the Chairman of the Board or the Secretary 
upon written request of any three Directors.  The Secretary shall give 
sufficient notice of such meeting, to be not less than two (2) days, in 
person or by mail or by telephone, telegraph, teletype, facsimile or other 
form of wire or wireless communication as to enable the Directors so notified 
to attend such meeting.  The Chairman or Secretary who calls the meeting may 
fix any place, within or without the State of Wisconsin, as the place for 
holding any Special Meeting of the Board of Directors.

     SECTION 6. WAIVER OF NOTICE. Whenever any notice whatsoever is required 
to be given to any Director of the Corporation under the Articles of 
Incorporation or Bylaws or any provisions 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, and the Corporation shall retain copies of such 
waivers in its corporate records.  A director's attendance at or 
participation in a meeting waives any required notice to him or her of the 
meeting unless the Director at the beginning of the meeting or promptly upon 
his or her arrival objects to holding the meeting and does not thereafter 
vote for or assent to action taken at the meeting.  Neither the business to 
be transacted at, nor the purpose of, any regular or special meeting of the 
Board of Directors need be specified in the notice or waiver of notice of 
such meeting.

     SECTION 7. QUORUM. A majority of the Directors in office for the time
being, and convened according to these Bylaws, shall constitute a quorum for
the transaction of business, but 

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a majority of the directors present or participating (though less than a 
quorum) may adjourn the meeting from time to time without further notice.

     SECTION 8. VACANCIES. Vacancies, including those created by an increase 
in the number of directors in the Board of Directors, may be filled by the 
remaining Directors.  A Director elected to fill a vacancy shall serve for 
the unexpired term of his or her predecessor.  In the absence of action by 
the remaining Directors, the Shareholders may fill such vacancy at a Special 
Meeting in accordance with the Articles of Incorporation, or by unanimous 
consent according to these Bylaws.

     SECTION 9. REMOVAL. The Shareholders may remove one or more directors, 
with or without cause, at a meeting called for that purpose, the notice of 
which reflects that purpose, in accordance with the Articles of Incorporation 
of this Corporation.

     SECTION 10. COMPENSATION. A director may receive such compensation for 
services as is determined by resolution of the Board irrespective of any 
personal interest of its members.  A director also may serve the Corporation 
in any other capacity and receive compensation therefore. The Board of 
Directors also shall have authority to 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, Officers and 
employees and to their estates, families, dependents or beneficiaries on 
account of prior services rendered to the Corporation by such Directors, 
Officers and employees.

     SECTION 11. GENERAL POWERS. All corporate powers shall be exercised by 
or under the authority of, and the business and affairs of the Corporation 
shall be managed under the direction of, the Board of Directors, subject to 
any limitation set forth in these Bylaws or the Articles of Incorporation.

     SECTION 12. CONDUCT OF MEETINGS. The Chairman of the Board, or in the 
Chairman's absence the President, or in their absence such Vice President as 
is designated by the Board of Directors, shall call meetings of the Board of 
Directors to order and shall act as Chairperson 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 an Assistant Secretary or any Director or other person 
present or participating to act as Secretary of the meeting.

     SECTION 13. MANNER OF ACTING. If a quorum is present or participating 
when a vote is taken, the affirmative vote of a majority of directors present 
or participating is the act of the Board of Directors or a committee of the 
Board of Directors, unless the Wisconsin Business Corporation Law or the 
Articles of Incorporation or these Bylaws require the vote of a greater 
number of directors.

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     SECTION 14. PRESUMPTION OF ASSENT. A Director of the Corporation who is 
present at or participates in a meeting of the Board of Directors or a 
committee thereof which he or she is a member, at which action on any 
corporate matter is taken, shall be presumed to have assented to the action 
taken unless his or her dissent shall be entered in the minutes of the 
meeting or unless he or she shall file his or her 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.

     SECTION 15. UNANIMOUS CONSENT WITHOUT MEETING. Any action required or 
permitted by the Articles of Incorporation or Bylaws 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.

     SECTION 16. MEETING BY TELEPHONE OR BY OTHER COMMUNICATION TECHNOLOGY.
Meetings of the Board of Directors or committees may be conducted by telephone
or by other communication technology in accordance with Section 180.0820 of the
Wisconsin Business Corporation Law.

     SECTION 17. COMMITTEES.

     A.   REGULAR COMMITTEES.

          1.   GENERAL DESCRIPTION. In order to facilitate the work of
               the Board of Directors of this Corporation, the following
               regular committees shall be elected from the membership of
               the Board of Directors at the regular meeting held in May
               of each year (or at such other time as the Board of
               Directors may determine):

                         Executive Committee
                         Finance Committee
                         Management Review Committee
                         Audit Committee

               Each committee shall have four members. The Chairman of
               the Board of Directors, and in the Chairman's absence the
               President, and in their absence, such Vice President as is
               designated by the Board of Directors, shall submit
               nominations for such committee memberships.  Committee
               members shall hold office until the next board meeting at
               which Committee elections are conducted in accordance with
               these Bylaws, and until their successors are elected and
               qualified.  Each Regular Committee of the Board of
               Directors 

                                       -13-
<PAGE>
               may exercise the authority of the full Board
               within the scope of the duties and powers delegated to it
               in these Bylaws, except that no committee of this Board
               shall do any of the following:

               (a)  Authorize distributions;

               (b)  Approve or propose to shareholders action that the
                    Wisconsin Business Corporation Law requires be
                    approved by shareholders;

               (c)  Fill vacancies on the board of directors or, except as
                    provided herein, on any of its committees;

               (d)  Amend the Articles of Incorporation;

               (e)  Adopt, amend or repeal the Bylaws;

               (f)  Approve a plan of merger not requiring shareholder
                    approval;

               (g)  Authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the
                    full Board; or

               (h)  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.

          2.   THE EXECUTIVE COMMITTEE. When the Board of Directors is
               not in session, the Executive Committee shall have and may
               exercise all of the powers of the full Board solely with
               regard to those matters which are within the scope of the
               Executive Committee's designated duties, as provided
               herein.  The Chairman of the Board of Directors shall be a
               member of the Executive Committee.

               The Executive Committee shall:

               (a)  Approve long range corporate and strategic plans,
                    including plans for any major borrowing or capital
                    raising programs;

                                       -14-
<PAGE>
               (b)  Advise and consult with management on corporate
                    policies regarding reserving, reinsurance and other
                    liabilities;

               (c)  Approve the annual operating plan;

               (d)  Approve major changes in policy affecting new services
                    and programs; and

               (e)  Carry out such special assignments as the Board of
                    Directors may, from time to time, give to the
                    Executive Committee.

          3.   THE FINANCE COMMITTEE. When the Board of Directors is not
               in session, the Finance Committee shall have and may
               exercise all of the powers of the full Board solely with
               regard to those matters which are within the scope of the
               Finance Committee's designated duties, as provided herein.
               The Chairman of the Board of Directors shall be a member of
               the Finance Committee.

               The Finance Committee shall:

               (a)  Approve investment policies and plans;

               (b)  Authorize and approve the investment of funds of the
                    Corporation;

               (c)  Consult with management regarding real estate,
                    accounts receivable and other assets;

               (d)  Determine the amount and types of all insurance that
                    should be carried by this Corporation and authorize
                    the purchase thereof;

               (e)  Advise and consult with the operating management in
                    the selection of the carriers of such insurance;

               (f)  Advise and consult with management on corporate tax policy;
                    and

               (g)  Carry out such special assignments as the Board of
                    Directors may, from time to time, give to the Finance
                    Committee.

                                       -15-
<PAGE>
          4.   THE MANAGEMENT REVIEW COMMITTEE. When the Board of
               Directors is not in session, the Management Review
               Committee shall have and may exercise all of the powers of
               the full Board solely with regard to those matters which
               are within the scope of the Management Review Committee's
               designated duties, as provided herein.

               The Management Review Committee shall:

               (a)  Evaluate Senior Management (corporate officers)
                    performance against objectives;

               (b)  Approve Senior Management development programs;

               (c)  Approve the corporate compensation policy, including
                    making recommendations and decisions on any bonuses or
                    incentive plans, and establish the annual compensation
                    for the Chairman of the Board of Directors;

               (d)  Act as the Nominating Committee for officers and
                    directors and make recommendations to the Board for
                    types, methods and levels of directors' compensation;

               (e)  Administer the compensation plans for the officers,
                    directors, and key employees; and

               (f)  Carry out such special assignments as the Board of
                    Directors may, from time to time, give to the
                    Management Review Committee.

          5.   THE AUDIT COMMITTEE. When the Board of Directors is not in
               session, the Audit Committee shall have and may exercise
               all of the powers of the full Board solely with regard to
               those matters which are within the scope of the Audit
               Committee's designated duties, as provided herein.

               The Audit Committee shall:

               (a)  Select and engage the independent certified public
                    accountants to audit the books, records and financial
                    transactions of the Corporation;

                                       -16-
<PAGE>
               (b)  Review with the independent accountants the scope of
                    their examination, with particular emphasis on the
                    areas to which either the committee or the independent
                    accountants believe special attention should be
                    directed.  The Audit Committee may have the
                    independent accountants perform such additional
                    procedures as the Committee or the auditors deem
                    necessary;

               (c)  Review and approve the annual plan for the financial
                    audit (internal audit) department;

               (d)  Review with the independent accountants the financial
                    statements and auditors' reports thereon;

               (e)  Review the management letter of the independent
                    accountants, and audit reports by the Corporation's
                    internal auditors to assure that appropriate action
                    has been taken by Senior Management as to each item
                    recommended;

               (f)  Encourage the independent accountants and the internal
                    auditors to communicate directly with the Chairman of
                    the Board and President or, if necessary, the Chairman
                    of the Audit Committee whenever any significant
                    recommendation has not been satisfactorily resolved at
                    the Senior Management level;

               (g)  Review the Conflict of Interest statements to assure
                    the Board of Directors that any conflict of interest
                    has been duly reported to and reviewed by Audit
                    Committee;

               (h)  Review and approve all related party transactions; and

               (i)  Carry out such special assignments as the Board of
                    Directors may, from time to time, give to the Audit
                    Committee.

     B.   SPECIAL COMMITTEES. In addition to the foregoing Regular
          Committees, the Board of Directors may, from time to time,
          establish Special Committees and specify the composition,
          functions and authority of any such Special Committee.

                                       -17-
<PAGE>
     C.   VACANCIES; TEMPORARY APPOINTMENTS. When, for any cause a
          vacancy occurs in any Regular Committee, the remaining committee
          members, by majority vote, may fill such vacancy by a temporary
          appointment of a director on the Board not on the subject
          committee to fill the vacancy until the next Board Meeting, at
          which time the full Board shall fill the vacancy.

     D.   COMMITTEE MINUTES AND REPORTS. All of the foregoing committees
          shall keep minutes and records of all of their meetings and
          activities and shall report the same to the Board of Directors
          at its next regular meeting.  Such minutes and records shall be
          available for inspection by the Directors at all times.

                             ARTICLE IV. OFFICERS

     SECTION 1. GENERALLY. The principal Officers of the Corporation shall be 
a Chairman of the Board (Chief Executive Officer), a President, one or more 
Vice Presidents, a Secretary and a Treasurer.  The Board of Directors shall 
elect the principal officers annually at the Annual Meeting.  All officers 
shall hold office for a period of one year and until their successors are 
duly elected and qualified, or until their prior death, resignation or 
removal.

     SECTION 2. REMOVAL. Any officer or agent may be removed by the Board of 
Directors with or without cause whenever in its judgment the best interests 
of the Corporation would be served thereby, but such removal shall be without 
prejudice to the contract rights, if any, of the person so removed.  Election 
or appointment shall not of itself create contract rights.

     SECTION 3. VACANCIES. A vacancy in any principal office because of 
death, resignation, removal, or otherwise, shall be filled by the Board of 
Directors for the unexpired portion of the term.  The Board of Directors may, 
from time to time, omit to elect one or more officers, or may omit to fill a 
vacancy, and in such case, the designated duties of such officer, unless 
otherwise provided in these Bylaws, shall be discharged by the Chairman of 
the Board or such other officers as he or she may designate.

     SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board, who shall 
also be the Chief Executive Officer, shall preside at all meetings of the 
Shareholders and of the Directors and shall do and perform such other duties 
as from time to time may be assigned to that office by the Board of Directors.

     SECTION 5. PRESIDENT. The President shall have general supervision of
the business and affairs of the Corporation.  The President may sign and
execute all authorized bonds, notes, checks, contracts, or other obligations in
the name of the Corporation.  The President shall 

                                       -18-
<PAGE>
perform such other duties as from time to time may be assigned to him or her 
by the Board of Directors.

     SECTION 6. VICE PRESIDENTS. Should the Chairman or the President be
absent or unable to act, the Board of Directors shall designate a Vice
President or other Officer to discharge the duties of the vacant office with
the same power and authority as is vested in that office.  The Vice Presidents
shall perform such other duties as from time to time may be assigned to them by
the President or the Board of Directors.

     SECTION 7. SECRETARY. The Secretary shall keep a record of the minutes 
of the meetings of the Shareholders and of the Board of Directors.  He or she 
shall countersign all instruments and documents executed by the Corporation; 
affix to instruments and documents the seal of the Corporation; keep in books 
therefore the transactions of the Corporation; see that all notices are duly 
given in accordance with the provisions of these Bylaws or as required by 
law; and perform such other duties as usually are incident to such office or 
may be assigned by the Chairman of the Board, the President or the Board of 
Directors.

     SECTION 8. TREASURER. The Treasurer, subject to the control of the Board 
of Directors, shall collect, receive, and safely keep all monies, funds and 
securities of the Corporation, and attend to all its pecuniary affairs.  He 
or she shall keep full and complete accounts and records of all its 
transactions, of sums owing to or by the Corporation, and all rents and 
profits in its behalf.

     SECTION 9. ASSISTANTS AND ACTING OFFICERS. The Chairman of the Board, 
the President and 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 
the officer's stead, or to perform the duties of such officer whenever for 
any reason it is impracticable for the officer to act personally, and the 
assistant or acting officer or other agent so appointed by the Chairman of 
the Board, the President or the Board of Directors shall have the power to 
perform all the duties of the office to which he or she is so appointed to be 
assistant, or as to which he or she is so appointed to act, except as such 
power otherwise may be defined or restricted by the Chairman of the Board, 
the President or the Board of Directors.

     SECTION 10. 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 or she is also a Director of the 
Corporation.

                                       -19-
<PAGE>
                      ARTICLE V. FUNDS OF THE CORPORATION

     SECTION 1. FUNDS. All funds of the Corporation shall be deposited or 
invested in such depositories or in such securities as may be authorized from 
time to time by the Board of Directors or appropriate committee under 
authorization of the Board of Directors.

     SECTION 2. NAME. All investments and deposits of funds of the 
Corporation shall be made and held in its corporate name, except that 
securities kept under a custodial agreement or trust arrangement with a bank 
or banking and trust company may be issued in the name of a nominee of such 
bank or banking and trust company and except that securities may be acquired 
and held in bearer form.

     SECTION 3. LOANS. All loans contracted on behalf of the Corporation and 
all evidences of indebtedness that are issued in the name of the Corporation 
shall be under the authority of a resolution of the Board of Directors.  Such 
authorization may be general or specific.

     SECTION 4. CONTRACTS. The Board of Directors may authorize one or more 
officers, or agents, to enter into any contract or execute and deliver any 
instrument in the name of and on behalf of the Corporation.  Such 
authorization may be general or specific.  In the absence of other 
designation, all deeds, mortgages and instruments of assignment or pledge 
made by the Corporation shall be executed in the name of the Corporation by 
the Chairman of the Board, the President or one of the Vice Presidents and by 
the Secretary or Treasurer; the 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.

     SECTION 5. DISBURSEMENTS. All monies of the Corporation shall be 
disbursed by check, draft, or written order only, and all checks and orders 
for the payment of money shall be signed by such Officer or Officers as may 
be designated by the Board of Directors.  The Officers and employees of the 
Corporation handling funds and securities of the Corporation shall give 
surety bonds in such sums as the Board of Directors or appropriate committee 
may require.

     SECTION 6. PROHIBITED TRANSACTIONS. No directors or Officer of the 
Corporation shall borrow money from the Corporation, or receive any 
compensation for selling, aiding in the sale, or negotiating for the sale of 
any property belonging to the Corporation, or for negotiating any loan for or 
by the Corporation.

     SECTION 7. 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 

                                       -20-
<PAGE>
          holders of such other corporation by the Chairman of the Board,
          the President or in their absence any Vice President of this 
          Corporation who may be present and designated by the Board of 
          Directors; and

     B.   Whenever, in the judgment of the Chairman of the Board, the
          President, or in their absence, a designated Vice President, it
          is desirable for this Corporation to execute a proxy or written
          consent in respect to any shares or other securities 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 Chairman of the Board, the President, or a designated Vice
          President of this Corporation in the order as provided in clause
          A. of this Section, 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

     SECTION 1. 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 Chairman of the Board, the President, or a Vice President, and the 
Secretary, or by another officer designated by the Chairman of the Board, the 
President or the Board of Directors.  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 of this Article VI.

     SECTION 2. FACSIMILE SIGNATURES AND SEAL. The seal of the Corporation on 
any certificates for shares may be a facsimile.  The signature of the 
Chairman of the Board, the President or other authorized officer upon a 
certificate may be a facsimile 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.

     SECTION 3. SIGNATURE BY FORMER OFFICER. 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 

                                       -21-
<PAGE>
officer before such certificate is issued, it may be issued by the 
Corporation with the same effect as if he or she were such officer at the 
date of its issue.

     SECTION 4. TRANSFER OF SHARES. Prior to due presentment of a certificate 
for shares for registration of transfer, the Corporation may treat the 
shareholder of such shares as the person exclusively entitled to vote, to 
receive notifications and otherwise to have and exercise all the rights and 
powers 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 in compliance with such other regulations as may be
prescribed by or under the authority of the Board of Directors:

     SECTION 5. 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.

     SECTION 6. LOST, DESTROYED OR STOLEN CERTIFICATES. Where the owner
claims that his or her certificate 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;

     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.

     SECTION 7. 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 received for shares may consist of any tangible or 
intangible property or benefit to the Corporation, including cash, promissory 
notes, services performed, contracts for services to be performed or other 
securities of the Corporation.  When the Corporation receives the 
consideration for which the Board of Directors authorized the issuance 

                                       -22-
<PAGE>
of shares, the shares issued for that consideration are fully paid and 
nonassessable, except as provided by Section 180.0622 of the Wisconsin Business
Corporation Law which may require further assessment for unpaid wages to 
employees under certain circumstances.  The Corporation may place in escrow 
shares issued for a contract for future services or benefits or a promissory 
note, or make other arrangements to restrict the transfer of the shares, and 
may credit distributions in respect of the shares against their purchase 
price, until the services are performed, the benefits are received or the 
note is paid.  If the services are not performed, the benefits are not 
received or the note is not paid, the Corporation may cancel, in whole or in 
part, the shares escrowed or restricted and the distributions credited.

     SECTION 8. UNCERTIFICATED SHARES. In accordance with Section 180.0626 of 
the Wisconsin Business Corporation Law, the Board of Directors may issue any 
shares of any of its classes or series without certificates.  The 
authorization does not affect shares already represented by certificates 
until the certificates are surrendered to the Corporation.  Within a 
reasonable time after the issuance or transfer of shares without 
certificates, the Corporation shall send the Shareholder a written statement 
of the information required on share certificates by Sections 180.0625 and 
180.0627, if applicable, of the Wisconsin Business Corporation Law, and by 
the Bylaws of the Corporation.

     The Corporation shall maintain at its offices, or at the office of its
transfer agent, an original or duplicate stock transfer book containing the
names and addresses of all Shareholders and the number of shares held by each
Shareholder.  If the shares are uncertificated, the Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as such, as the owner of shares for all purposes, and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Wisconsin.

     SECTION 9. TRANSFER AGENT AND REGISTRAR. The Corporation may maintain
one or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of stock of the
Corporation shall be transferable.  The Corporation also may maintain one or
more registry offices, each in charge of a registrar designated by the Board of
Directors, where such shares of stock shall be registered.  The same person or
entity may be both a transfer agent and registrar.

     SECTION 10. STOCK REGULATIONS. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the laws of the State of Wisconsin as it may deem expedient
concerning the issue, transfer and registration of certificates representing
shares of the Corporation.

                                       -23-
<PAGE>
                                 ARTICLE VII.
            INDEMNIFICATION AND LIABILITY OF OFFICERS AND DIRECTORS

     SECTION 1. INDEMNIFICATION.

     A.   Any person, or such person's estate or personal representative,
          made or threatened with being made a party to any action, suit,
          arbitration, or proceeding (civil, criminal, administrative, or
          investigative, whether formal or informal), which involves
          foreign, federal, state or local law, by reason of the fact that
          such person is or was a Director or Officer of this Corporation
          or of any corporation or other enterprise for which he or she
          served at this Corporation's request as a director, officer,
          partner, trustee, member of any decision-making committee,
          employee, or agent, shall be indemnified by this Corporation for
          all reasonable expenses incurred in the proceeding to the extent
          he or she has been successful on the merits or otherwise.

     B.   In cases where a person described in subsection A. is not
          successful on the merits or otherwise, this Corporation shall
          indemnify such person against liability and reasonable expenses
          incurred by him or her in any such proceeding, unless liability
          was incurred because the person breached or failed to perform a
          duty he or she owed to the Corporation and the breach or failure
          to perform constituted any of the following:

          1.   A willful failure to deal fairly with the Corporation or
               its Shareholders in connection with a matter in which the
               Director or Officer had a material conflict of interest;

          2.   A violation of criminal law, unless the Director or Officer
               had reasonable cause to believe his or her conduct was
               lawful or no reasonable cause to believe his or her conduct
               was unlawful;

          3.   A transaction from which the Director or Officer derived an
               improper personal profit; or

          4.   Willful misconduct.

     C.   The determination whether indemnification shall be required
          under subsection B. shall be made, at the selection of the
          Director or Officer, according to one of the following methods:

                                       -24-
<PAGE>

          1.   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 majority vote of a
               committee duly appointed by the Board of Directors and
               consisting solely 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 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; or

          3.   By the court conducting the proceedings or another court of
               competent jurisdiction, either on application by the
               Director or Officer for an initial determination or on
               application for review of an adverse determination under 1.
               or 2., above.

     D.   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.

     E.   A Director or Officer who seeks indemnification under this
          Section shall make a written request to the Corporation.

     F.   Upon written request by a Director or Officer who is a party to
          a proceeding described in subsection A., this Corporation may
          pay or reimburse his or her reasonable expenses as incurred if
          the Director or Officer 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; and

          2.   A written undertaking, executed personally or on his or her
               behalf, to repay the allowance, and reasonable interest
               thereon, to the extent that it is ultimately determined
               under subsections C. 1. or C. 2., above, that
               indemnification is not required or to the extent that
               indemnification is not ordered by a court under subsection
               C. 3., 

                                       -25-
<PAGE>
               above.  The undertaking under this subsection shall
               be an unlimited general obligation of the Director or
               Officer, may be accepted without reference to his or her
               ability to repay the allowance, and may be secured or
               unsecured.

     G.   This Article VII, Section 1 subsections A.-F., shall also apply
          where a person, or such person's estate or personal
          representative, is made or threatened with being made a party to
          any proceeding described in subsection A. by reason of the fact
          that such person is or was an Employee of the Corporation,
          except that in addition to the categories of conduct set forth
          in subsection B. in relation to which the Corporation has no
          duty to indemnify, the Corporation also shall have no duty to
          indemnify the Employee against liability and reasonable expenses
          incurred by him or her in any such proceeding if liability was
          incurred because the person breached or failed to perform a duty
          he or she owed to the Corporation and the breach or failure to
          perform constituted material negligence or material misconduct
          in performance of the Employee's duties to the Corporation.

     H.   Unless a Director or Officer of this Corporation has knowledge
          that makes reliance unwarranted, a Director or Officer, in
          discharging his or her duties to the Corporation, may rely on
          information, opinions, reports or statements, any of which may
          be written or oral, formal or informal, including financial
          statements and other financial data, if prepared or presented by
          any of the following:

          1.   An officer or employee of the Corporation whom the Director
               or Officer believes in good faith to be reliable and
               competent in the matters presented;

          2.   Legal counsel, public accountants or other persons as to
               matters the Director or Officer believes in good faith are
               within the person's professional or expert competence; or

          3.   In the case of reliance by a Director, a committee of the
               Board of Directors of which the Director is not a member if
               the Director believes in good faith that the committee
               merits confidence.

          This subsection does not apply to the liability of a Director
          for improper declaration of dividends, distribution of assets,
          corporate purchase of its own shares, or distribution of assets
          to shareholders during liquidation, or for corporate loans made
          to an Officer or Director, under Wisconsin Business Corporation
          Law Section 180.0832(1), or the reliance of a Director on 

                                       -26-
<PAGE>
          financial information represented as correct by corporate officers or
          independent or certified public accountants under Wisconsin
          Business Corporation Law Section 180.0826.

     I.   In discharging his or her duties to the Corporation and in
          determining what he or she believes to be in the best interest
          of the Corporation, a Director or Officer may, in addition to
          considering the effects of any action on Shareholders, consider
          the following:

          1.   The effects of the action on employees, suppliers and
               customers of the Corporation;

          2.   The effects of the action on communities in which the Corporation
               operates; or

          3.   Any other factor the Director or Officer considers
               pertinent.

     SECTION 2. LIMITED LIABILITY OF DIRECTORS AND OFFICERS TO CORPORATION
                AND SHAREHOLDERS.

     A.   Except as provided in subsection B. of this Section 2, a
          Director or Officer is not liable to this Corporation, its
          Shareholders, or any person asserting rights on behalf of the
          Corporation or its Shareholders, for damages, settlements, fees,
          fines, penalties or other monetary liabilities arising from a
          breach of, or failure to perform, any duty resulting solely from
          his or her status as a Director, unless the person asserting
          liability proves that the breach or failure to perform
          constitutes any of the following:

          1.   A willful failure to deal with the Corporation or its
               Shareholders in connection with a matter in which the
               Director had a material conflict of interest;

          2.   A violation of criminal law, unless the Director or Officer
               had reasonable cause to believe his or her conduct was
               lawful or no reasonable cause to believe his or her conduct
               was unlawful;

          3.   A transaction from which the Director derived an improper 
               personal profit; or

          4.   Willful misconduct.

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     B.   This Section 2 does not apply to the liability of a Director or
          Officer for improper declaration of dividends, distribution of
          assets, corporate purchase of its own shares, or distribution of
          assets to shareholders during liquidation, or for corporate
          loans made to an Officer or Director, under Wisconsin Business
          Corporation Law Section 180.0832(1).

     SECTION 3. CODE OF ETHICS.

     A.   Directors, Officers and management employees shall exercise the
          utmost good faith in all transactions touching upon their duties
          to the Corporation and its property.  In their dealings with and
          on behalf of the Corporation they are held to a strict rule of
          honesty and fair dealing between themselves and the Corporation.
          They shall not use their positions, or knowledge gained
          therefrom, so that a conflict may arise between the
          Corporation's interest and that of the individual.

          A "conflict of interest" transaction means a transaction with
          the Corporation in which a Director of the Corporation has a
          direct or indirect interest.  The circumstances in which a
          Director of the Corporation has an indirect interest in a
          transaction include but are not limited to a transaction under
          any of the following circumstances:

          1.   Another entity in which the Director has a material
               financial interest or in which the Director is a general
               partner is a party to the transaction; or

          2.   Another entity of which the Director is a director, officer
               or trustee is a party to the transaction and the
               transaction is, or because of its significance to the
               Corporation should be, considered material by the Board of
               Directors of the Corporation.  A conflict of interest
               transaction is not voidable by the Corporation solely
               because of the Director's interest in the transaction if
               any of the circumstances set forth in Section 180.0831 of the
               Wisconsin Business Corporation Law are true or occur.

     B.   All acts of Directors, Officers and management employees shall
          be for the sole benefit of the Corporation in any dealing which
          may affect it adversely.

     C.   No Director, Officer or management employee shall accept any
          favor which might influence his official act or which might
          reflect upon his business conduct.

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<PAGE>

     D.   Officers and management employees shall avoid outside employment or
          activity which involves obligations which may compete with or be in 
          conflict with the interests of the Corporation.

     E.   A full disclosure of all facts of any transaction which is
          subject to any doubt shall be made to the Chairman of the Board
          or the President of the Corporation before consummating the
          same.

     F.   A copy of this Article VII, Section 3, annually shall be
          delivered to all Directors, Officers and management employees,
          each of whom shall acknowledge receipt thereof to the Secretary
          of the Corporation.

                       ARTICLE VIII. CORPORATE DIVIDENDS

     The Board of Directors may from time to time declare dividends on its
outstanding shares in the manner and upon the terms and conditions provided by
law and its Articles of Incorporation.

                          ARTICLE IX. CORPORATE SEAL

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

                            ARTICLE X. FISCAL YEAR

     The fiscal year shall be set by the Board of Directors.

                            ARTICLE XI. AMENDMENTS

     SECTION 1. BY SHAREHOLDERS. 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 the shares present or represented at an annual
or special meeting of the Shareholders at which a quorum is in attendance.

     SECTION 2. 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 or participating in
any meeting at which a quorum is in attendance; 

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but no bylaw adopted by the Shareholders shall be amended or repealed by the 
Board of Directors if the bylaw so adopted so provides.

     SECTION 3. 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.

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