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                                    EXHIBIT 3
             



























                                       15

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                                RESTATED AND AMENDED
                                     BYLAWS OF
                          UNITED WISCONSIN SERVICES, INC.
                                 FEBRUARY  25, 1998
                                          


                                  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 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;
               
               (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 

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                    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 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.

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     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;

          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;

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          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 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 


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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 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:

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     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.

     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,

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          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
          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

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          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 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 

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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 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 

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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 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.

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     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.
     
     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):

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<PAGE>

                         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
               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.


                                      28

<PAGE>

          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;

               (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

                                      29

<PAGE>

                    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.

          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:

                                      30

<PAGE>

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

               (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.

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


                                      32

<PAGE>

     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.

                         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.


                                      33

<PAGE>

     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 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 

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<PAGE>

          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 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:

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<PAGE>

     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 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.

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<PAGE>

     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.

                                    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:


                                     37

<PAGE>

          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:

          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.

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<PAGE>

     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., 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;

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<PAGE>

          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 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;


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<PAGE>

          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.

     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.


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<PAGE>

     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.

     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


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<PAGE>

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; 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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<PAGE>

                               CERTIFICATE OF ADOPTION

     THE UNDERSIGNED OFFICER OF UNITED WISCONSIN SERVICES, INC. ("UWS") HEREBY
CERTIFIES:

     THE FOREGOING RESTATED AND AMENDED BYLAWS OF UWS WERE DULY ADOPTED AS OF
THE 25th DAY OF FEBRUARY, 1998.


                          /s/ Stephen E. Bablitch
                         ----------------------------------
                         Stephen E. Bablitch, Secretary


CORPORATE SEAL




                                     44
<PAGE>

                               CERTIFICATE OF ADOPTION

     THE UNDERSIGNED OFFICER OF UNITED WISCONSIN SERVICES, INC. ("UWS") HEREBY
CERTIFIES:

     THE FOREGOING RESTATED AND AMENDED BYLAWS OF UWS WERE DULY ADOPTED AS OF
THE 25th DAY OF FEBRUARY, 1998.


                          /s/ Stephen E. Bablitch
                         ----------------------------------
                         Stephen E. Bablitch, Secretary


CORPORATE SEAL




                                       45