EXHIBIT 3.2

                                    BYLAWS OF
                      AMERICAN MEDICAL SECURITY GROUP, INC.
                     (AS AMENDED AND RESTATED MAY 27, 1999)


                               ARTICLE I. OFFICES

     1.01.  PRINCIPAL  AND  BUSINESS  OFFICES.  The  Corporation  may have  such
principal  and other  business  offices,  either  within or without the State of
Wisconsin,  as the Board of  Directors  may  designate or as the business of the
Corporation may require from time to time.

     1.02.  REGISTERED OFFICE. The registered office of the Corporation required
by the  Wisconsin  Business  Corporation  Law to be  maintained  in the State of
Wisconsin  may be, but need not be,  identical  to the  principal  office in the
state of Wisconsin; and the address of the registered office may be changed from
time to time by any officer 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

     2.01. ANNUAL MEETING.  The Annual Meeting of the Shareholders shall be held
at the  principal  office of the  Corporation  in the City of Green  Bay,  Brown
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 Thursday 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. ELECTIONS 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.

          B. NOMINATIONS AND SUBMISSION OF BUSINESS MATTERS.  For nominations or
     other  business  to be  properly  brought  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 sixty (60) days nor more than  ninety  (90) days prior to the
     date on which the  Corporation  first  mailed its proxy  materials  for the
     prior year's Annual Meeting, provided,  however, that in the event the date
     of the Annual  Meeting is advanced by more than thirty (30) days or delayed
     by more than sixty (60) days from the last  Thursday in May,  notice by the
     Shareholder, to be timely, must be received, as provided above, not earlier
     than the ninetieth  (90th) day prior to the date of such Annual Meeting and
     not later than the close of business on the later of (x) the sixtieth  (60)
     day prior to such  Annual  Meeting,  or (y) the tenth  (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 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  seventy  (70) days
               prior  to the  last  Thursday  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
               tenth  (10th)  day   following  the  day  on  which  such  public
               announcement is first made by the Corporation.

     2.02. 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 ten (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 (1) 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 ninety  (90) days prior to such  Special  Meeting and not
     later than the close of  business on the later of (x) the  sixtieth  (60th)
     day prior to such Special Meeting or (y) the tenth (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;

               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.

     2.03.  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 ten days nor more than sixty (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.

     2.04.  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.

     2.05.  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.  The Board of Directors  may fix, in advance,  a date as the record
date  for one or  more  voting  groups  for any  determination  of  Shareholders
entitled to notice of a Shareholder's  meeting,  to demand a special meeting, to
vote,  or to take any  other  action,  such date in any case to be not more than
seventy (70) days prior to the meeting or action requiring such determination of
Shareholders,  and may fix the record date for determining  Shareholder entitled
to  share a  dividend  or  distribution.  If no  record  date is  fixed  for the
determination  of  Shareholders  entitled to demand a  Shareholder  meeting,  to
notice of or to vote at a  meeting  of  Shareholders,  or to  consent  to action
without a meeting,  (a) the close of business on the day before the  Corporation
received the first written  demand for a Shareholder  meeting,  (b) the close of
business  on the day  before  the  first  notice  of the  meeting  is  mailed or
otherwise  delivered  to  Shareholders,  or (c) the close of business on the day
before the first  written  consent to  Shareholder  action  without a meeting is
received by the  Corporation,  as the case may be,  shall be the record date for
the  determination  of  Shareholders.  If  no  record  date  is  fixed  for  the
determination   of  Shareholders   entitled  to  receive  a  share  dividend  or
distribution  (other than a  distribution  involving a purchase,  redemption  or
other acquisition of the Corporation's shares), the close of business on the day
on which the  resolution  of the Board of  Directors  is adopted  declaring  the
dividend or  distribution  shall be the record  date.  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  unless the Board of  Directors  fixes a new  record  date and except as
otherwise  required  by law.  A new  record  date  must be set if a  meeting  is
adjourned to a date more than one-hundred twenty (120) days after the date fixed
for the original meeting.

     2.06.  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.

     2.07. 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:

          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.

     2.08. 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, by his or her attorney-in-fact, or in any other manner authorized by
the Wisconsin Business Corporation Law. Such proxy appointment is effective when
received  by the  Secretary  or  other  officer  or  agent  of  the  Corporation
authorized to tabulate votes.  Unless otherwise provided in the appointment form
of proxy, a proxy  appointment may be revoked at any time before it is voted, by
written notice filed with the Secretary or the acting  Secretary of the meeting,
by oral notice given by the  Shareholder  to the  presiding  officer  during the
meeting, or in any other manner authorized by the Wisconsin Business Corporation
Law. 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.

     2.09.  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.

     2.10. 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 or her,  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 or her,  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 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.  Shares  registered in the names of two (2) or more
     individuals who are named in the registration as joint tenants may be voted
     in person or by proxy signed by any one (1) 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.

     2.11. 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
Chairman  of  the  meeting.  Only  persons  nominated  in  accordance  with  the
procedures  set forth in Sections  2.01 and 2.02,  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 Section  2.01 and 2.02,  shall be
eligible to be  conducted.  The Chairman 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
Sections  2.01 and 2.02,  and, if any proposed  nomination or business is not in
compliance  therewith,   to  declare  that  such  defective  proposal  shall  be
disregarded.

     2.12. PUBLIC ANNOUNCEMENT.  For purposes of Sections 2.01 and 2.02, "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.

     2.13. INVALIDITY.  The Chairman, 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.

     2.14.  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

     3.01. NUMBER OF DIRECTORS. Within the limits established in the Articles of
Incorporation,  the number of directors of the Corporation  shall be such number
as shall be determined by the Board of Directors from time to time.

     3.02.  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) or
more directors each,  with, as nearly as possible,  an equal number of directors
in each class.  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.

     3.03. NOMINATIONS.  Nominations for the election of directors shall be made
in  accordance  with the  provisions  of Sections  2.01 and 2.02  hereof,  which
requirements are hereby incorporated by reference in this Section 3.03.

     3.04.  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.

     3.05. 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 (3) 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.

     3.06.  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.

     3.07.  QUORUM.  Except as  otherwise  provided  by the  Wisconsin  Business
Corporation  Law, a majority of the number of directors  (determined as provided
in Section 3.01) shall constitute a quorum of the Board of Directors.  Except as
otherwise provided by the Wisconsin Business  Corporation Law, a majority of the
number of  directors  appointed  to service on a committee  shall  constitute  a
quorum of the committee.

     3.08. 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.

     3.09. REMOVAL. The Shareholders may remove one (1) 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.

     3.10.  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.

     3.11.  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.

     3.12. 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 Chairman of the meeting. The Secretary of the Corporation
shall act as  Secretary of all  meetings of the Board of  Directors,  but in the
absence of the  Secretary,  the  presiding  officer  may  appoint  an  Assistant
Secretary  or any director or other person  present or  participating  to act as
Secretary of the meeting.

     3.13. 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.

     3.14.  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.

     3.15.  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.

     3.16. 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.

     3.17. 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
                             Compensation Committee
                                 Audit Committee

               Each committee shall consist of such number of members,  not less
          than three (3), as shall be determined by the Board of Directors.  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 to 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 and  authority of the full Board in the  management  of the
          business and affairs of the  Corporation  to the extent allowed by the
          Wisconsin Business Corporation Law.

               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 of  Directors  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) Review and approve the Corporation's investment policies
               and guidelines:

                    (b)  Monitor  performance  of the  Corporation's  investment
               portfolio;

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

                    (d)  Monitor  the  amount  and types of all  insurance  that
               should be carried by this Corporation;

                    (e) Monitor the Corporation's  relationship with its lenders
               and its  compliance  with  financing  agreements  including  debt
               covenants;

                    (f) Consult with management concerning the capital structure
               of the Corporation;

                    (g) Monitor  investment  options and performance  offered in
               the Corporation's retirement plan; and

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

               4. THE COMPENSATION COMMITTEE. When the Board of Directors is not
          in session, the Compensation 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 Compensation  Committee's designated
          duties, as provided herein.

               The Compensation Committee shall:

                    (a) Evaluate the performance of the Chief Executive  Officer
               and other executive officers against objectives;

                    (b) Review and approve the compensation  (including  salary,
               bonus,  stock options and other  appropriate  equity or long-term
               incentives,  and any  severance  benefits) of the Chairman of the
               Board, the Chief Executive Officer and other executive officers;

                    (c) Administer compensation plans for executive officers and
               directors; and

                    (d)  Review,   on  a  general   policy  level   basis,   the
               compensation and benefits of officers, managers and employees for
               appropriateness;

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

                    (f) Administer the  Corporation's  equity  incentive plan or
               any other equity-based  plans,  including the review and approval
               of all grants hereunder; and

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

               5. THE AUDIT  COMMITTEE.  The Audit  Committee shall have and may
          exercise all of the powers of the full Board of Directors  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 financial  statements of the Corporation
               and its subsidiaries;

                    (b)  Meet  with  the  independent   auditors  and  financial
               management of the Corporation to review the scope of the proposed
               audit  for the  current  year  and  the  audit  procedures  to be
               utilized,  and at  the  conclusion  thereof,  review  such  audit
               including  any  comments or  recommendations  of the  independent
               auditors;

                    (c) Review the internal  audit  function of the  Corporation
               including  the   independence  and  authority  of  its  reporting
               obligations,  the proposed  audit plans for the coming year,  the
               coordination  of such plans with the  independent  auditors,  and
               summaries of findings of completed audits;

                    (d) Review with the  independent  accountants and management
               the  financial  statements  to  determine  that  the  independent
               auditors are  satisfied  with the  disclosure  and content of the
               financial statements;

                    (e) Review with the independent auditors,  the Corporation's
               internal  auditor,  and financial and accounting  personnel,  the
               adequacy  and  effectiveness  of  the  accounting  and  financial
               controls of the Corporation;

                    (f) Provide  sufficient  opportunity  for the  internal  and
               independent  auditors  to meet  with  the  members  of the  Audit
               Committee without members of management present;

                    (g)  Review  related  party  transactions  and  conflict  of
               interest statements for appropriateness;

                    (h)  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.

          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 of Directors not on the subject committee to fill the
     vacancy  until  the next  Board  Meeting  at which  time the full  Board of
     Directors shall fill the vacancy.

          D. ALTERNATE COMMITTEE MEMBERS.  All members of the Board of Directors
     who are not members of a given committee shall be alternate members of such
     committee  and may take the place of any  absent  member or  members at any
     meeting of such  committee,  upon  request by the  Chairman of the Board of
     Directors,  if there is one, the  President or upon request by the chairman
     of such meeting.

          E.  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

     4.01.  GENERALLY.  The  principal  officers of the  Corporation  shall be a
Chairman of the Board (Chief Executive  Officer),  a President,  one (1) or more
Vice Presidents  designated as executive officers,  a Secretary and a Treasurer.
The Board of Directors shall elect the principal officers annually at the Annual
Meeting.  All such  officers  shall hold office for a period of one (1) year and
until their  successors  are duly  elected and  qualified,  or until their prior
death,  resignation or removal.  Additionally,  one or more Vice  Presidents not
designated  as executive  officers may be appointed by the President to serve at
the will of the President.

     4.02.  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.

     4.03.  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 (1) 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.

     4.04.  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.

     4.05.  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.

     4.06. VICE PRESIDENTS. Should the Chairman of the Board 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.  Vice Presidents appointed by the President
shall  perform  such  duties as may be assigned to them from time to time by the
President or these Bylaws and shall serve at the will of the  President  and may
be  removed  by the  President  at any  time  without  action  of the  Board  of
Directors.

     4.07.  SECRETARY.  The Secretary  shall keep a record of the minutes of the
meetings of the  Shareholders,  the Board of Directors and any committees 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.

     4.08.  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.

     4.09.  ASSISTANTS  AND ACTING  OFFICERS.  The  Chairman  of the Board,  the
President  and the Board of  Directors  shall each 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.  Any person  appointed 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,  shall serve at the will of the  President and may be removed at any
time by the President without action of the Board of Directors.


                       ARTICLE V. FUNDS OF THE CORPORATION

     5.01. 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.

     5.02. 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.

     5.03.  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.

     5.04.  CONTRACTS.  The Board of  Directors  may  authorize  one (1) 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.

     5.05.  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.

     5.06. 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.

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


             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.01.  CERTIFICATES  FOR SHARES.  Certificates  representing  shares of the
Corporation  shall be in such form,  consistent with law, as shall be determined
by the Board of Directors.  Such Certificates shall be signed by the 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 6.06.

     6.02.  FACSIMILE  SIGNATURES AND SEAL.  The seal of the  Corporation on any
certificates for shares may be a facsimile. The signature of the 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.

     6.03.  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.

     6.04.  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:

     6.05.   RESTRICTIONS  ON  TRANSFER.  The  face  or  reverse  side  of  each
certificate  representing  shares  shall  bear  a  conspicuous  notation  of any
restriction imposed by the Corporation upon the transfer of such shares.

     6.06. LOST, DESTROYED OR STOLEN  CERTIFICATES.  Where the owner claims that
his 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. If  required  by the  Corporation,  files  with the  Corporation  a
     sufficient indemnity bond; and

          C. Satisfies such other  reasonable  requirements as may be prescribed
     by or under the authority of the Board of Directors.

     6.07. CONSIDERATION FOR SHARES. The shares of the Corporation may be issued
for such  consideration  as shall be  fixed  from  time to time by the  Board of
Directors, provided that any shares having a par value shall not be issued for a
consideration less than the par value thereof.  The consideration to be 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.

     6.08.  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.

     6.09. TRANSFER AGENT AND REGISTRAR. The Corporation may maintain one (1) 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 (1) 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.

     6.10.  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

     7.01.  INDEMNIFICATION  FOR SPECIAL DEFENSE.  Within twenty (20) days after
receipt of a written  request  pursuant to Section 7.03, the  Corporation  shall
indemnify a director or officer,  to the extent he or she has been successful on
the merits or  otherwise  in the  defense of a  proceeding,  for all  reasonable
expenses  incurred  in the  proceeding  if the  director  or officer was a party
because he or she is a director or officer of the Corporation.

     7.02. OTHER INDEMNIFICATION.

          A. In cases not included  under Section 7.01,  the  Corporation  shall
     indemnify  a director  or officer  against  all  liabilities  and  expenses
     incurred by the director or officer in a  proceeding  to which the director
     or officer  was a party  because he or she is a director  or officer of the
     Corporation,  unless liability was incurred because the director or officer
     breached or failed to perform a duty he or she owes to the  Corporation and
     the breach or failure to perform constitutes any of the following:

               1. A willful  failure to deal fairly with the  Corporation or its
          Shareholders  in  connection  with a matter in which the  director  or
          officer has a material conflict of interest.

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

               3. A  transaction  from which the director or officer  derived an
          improper personal profit.

               4. Willful conduct.

          B.  Determination  of whether  indemnification  is required  under the
     Section shall be made pursuant to Section 7.05.

          C. The termination of a proceeding by judgment,  order,  settlement or
     conviction,  or upon a plea of no contest or an equivalent  plea, does not,
     by itself,  create a presumption  that  indemnification  of the director or
     officer is not required under this Section.

     7.03.  WRITTEN  REQUEST.  A director or officer  who seeks  indemnification
under Section 7.01 or 7.02 ----------------  shall make a written request to the
Corporation.

     7.04.  NONDUPLICATION.  The  Corporation  shall not indemnify a director or
officer  under  Sections  7.01 or 7.02 to the extent the director or officer has
previously  received  indemnification or allowances of expenses from any person,
including the Corporation, in connection with the same proceeding.  However, the
director or officer has no duty to look to any other person for indemnification.

     7.05. DETERMINATION OF RIGHT TO INDEMNIFICATION.

          A. Unless  otherwise  provided by the Articles of  Incorporation or by
     written agreement between the director or officer and the Corporation,  the
     director or officer seeking indemnification under Section 7.02 shall select
     one  (1) of the  following  means  for  determining  his  or her  right  to
     indemnification:

               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 of two (2) or more  directors who are 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 1 of
          Subsection  A, if unable to obtain  such a quorum or  committee,  by a
          majority vote of the full Board of Directors,  including directors who
          are parties to the same or related proceedings.

               3. By a panel  of three  (3)  arbitrators  consisting  of one (1)
          arbitrator  selected by those directors entitled under 2 of Subsection
          A to select independent legal counsel,  one (1) arbitrator selected by
          the director or officer seeking indemnification and one (1) arbitrator
          selected by two (2) arbitrators previously selected.

               4. By an affirmative  vote of shares  represented at a meeting of
          Shareholders  at which a quorum of the voting  group  entitled to vote
          thereon is  present.  Shares  owned by, or voted under the control of,
          persons  who  are  at  the  time   parties  to  the  same  or  related
          proceedings,  whether  as  plaintiffs  or  defendants  or in any other
          capacity, may not be voted in making the determination.

               5. By a court under Section 7.08.

               6. By any other method  provided for in any  additional  right to
          indemnification permitted under Section 7.07.

          B. In any determination  under Subsection A, the burden of proof is on
     the   Corporation   to  prove  by  clear  and   convincing   evidence  that
     indemnification under Section 7.02 should not be allowed.

          C.  A  written   determination   as  to  a  director's   or  officer's
     indemnification   under  Section  7.02  shall  be  submitted  to  both  the
     Corporation  and the  director  or  officer  within  sixty (60) days of the
     selection made under Subsection A.

          D. If it is determined that  indemnification is required under Section
     7.02, the Corporation shall pay all liabilities and expenses not prohibited
     by  Section  7.04  within  ten  (10)  days  after  receipt  of the  written
     determination  under  Subsection  C.  The  Corporation  shall  also pay all
     expenses  incurred  by the  director  or  officer in the  determination  of
     process under Subsection A.

     7.06. ADVANCE OF EXPENSES.  Within ten (10) days after receipt of a written
request by a director or officer who is a party to a proceeding, the Corporation
shall pay or reimburse his or her reasonable  expenses  incurred if the director
or officer provides the Corporation with all of the following:

          A. 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.

          B. A written undertaking, executed personally or on his or her behalf,
     to repay the allowance to the extent that it is ultimately determined under
     Section 7.05 that  indemnification  under  Section 7.02 is not required and
     that  indemnification  is not ordered by a court under Section  7.08(B)(2).
     The  undertaking  under  this  subsection  shall  be an  unlimited  general
     obligation of the director or officer and may be accepted without reference
     to his or her  ability  to repay  the  allowance.  The  undertaking  may be
     secured or unsecured.

     7.07. NONEXCLUSIVITY.

          A. Except as provided in Subsection B, Sections 7.01, 7.02 and 7.06 do
     not  preclude  any  additional  right to  indemnification  or  allowance of
     expenses that a director or officer may have under any of the following:

               1. The Articles of Incorporation.

               2. A written  agreement  between the  director or officer and the
          Corporation.

               3. A resolution of the Board of Directors.

               4. A resolution,  after notice, adopted by a majority vote of all
          of the Corporation's voting shares then issued and outstanding.

          B. Regardless of the existence of an additional right under Subsection
     A, the Corporation  shall not indemnify a director or officer,  or permit a
     director  or officer  to retain  any  allowance  of  expenses  unless it is
     determined by or on behalf of the Corporation  that the director or officer
     did not breach or fail to perform a duty he or she owes to the  Corporation
     which  constitutes  conduct  under Section  7.02(A)(1),  (2), (3) or (4). A
     director  or officer who is a party to the same or related  proceeding  for
     which  indemnification  or an  allowance  of  expenses  is  sought  may not
     participate in a determination under this subsection.

          C. Sections 7.01 to 7.13 do not affect the Corporation's  power to pay
     or  reimburse  expenses  incurred  by a  director  or officer in any of the
     following circumstances.

               1. As a  witness  in a  proceeding  to  which  he or she is not a
          party.

               2. As a plaintiff or petitioner in a proceeding because he or she
          is or was an employee, agent, director or officer of the Corporation.

     7.08 COURT-ORDERED INDEMNIFICATION.

          A.  Except as  provided  otherwise  by written  agreement  between the
     director  or officer  and the  Corporation,  a director or officer who is a
     party to a proceeding may apply for indemnification to the court conducting
     the proceeding or to another court of competent  jurisdiction.  Application
     shall be made for an  initial  determination  by the  court  under  Section
     7.05(a)(5)  or for  review by the court of an adverse  determination  under
     Section 7.05(A)(1), (2), (3), (4), or (6). After receipt of an application,
     the court shall give any notice it considers necessary.

          B. The court shall order  indemnification  if it determines any of the
     following:

               1. That the  director or officer is  entitled to  indemnification
          under Sections 7.01 or 7.02.

               2. That the director or officer is fairly and reasonably entitled
          to  indemnification  in  view  of  all  the  relevant   circumstances,
          regardless of whether indemnification is required under Section 7.02.

          C. If the court  determines  under  Subsection  B that the director or
     officer is  entitled  to  indemnification,  the  Corporation  shall pay the
     director's  or  officer's  expenses  incurred  to obtain the  court-ordered
     indemnification.

     7.09.  INDEMNIFICATION  AND  ALLOWANCE OF EXPENSES OF EMPLOYEES AND AGENTS.
The  Corporation  shall  indemnify an employee of the  Corporation  who is not a
director  or officer of the  Corporation,  to the extent that he or she has been
successful  on the  merits or  otherwise  in defense  of a  proceeding,  for all
reasonable  expenses  incurred in the  proceeding  if the  employee  was a party
because  he or she  was  an  employee  of  the  Corporation.  In  addition,  the
Corporation may indemnify and allow reasonable  expenses of an employee or agent
who is not a director or officer of the  Corporation  to the extent  provided by
(i) the Articles of Incorporation,  (ii) these Bylaws, (iii) general or specific
action of the Board of Directors,  or (iv) by contract;  provided however,  that
the Corporation may not provide such indemnification to the extent prohibited by
law.

     7.10.  INSURANCE.  The Corporation  may purchase and maintain  insurance on
behalf of an individual  who is an employee,  agent,  director or officer of the
Corporation  against liability asserted against or incurred by the individual in
his or her capacity as an employee,  agent,  director or officer,  regardless of
whether the Corporation is required or authorized to indemnify or allow expenses
to the individual against the same liability.

     7.11. SECURITIES LAW CLAIMS.

          A.  Pursuant  to the  public  policy  of the State of  Wisconsin,  the
     Corporation shall provide indemnification and allowance of expenses and may
     insure for any liability incurred in connection with a proceeding involving
     securities  regulation  described under Subsection B to the extent required
     or permitted under Sections 7.01 to 7.10.

          B. Sections 7.01 to 7.10 apply, to the extent  applicable to any other
     proceeding,  to any proceeding involving federal or state statute,  rule or
     regulation regulating the offer, sale or purchase of securities, securities
     brokers or dealers, or investment companies or investment advisers.

     7.12.  LIBERAL  CONSTRUCTION.  In order for the  Corporation  to obtain and
retain qualified  directors,  officers and employees,  the foregoing  provisions
shall be liberally  administered in order to afford maximum  indemnification  of
directors,  officers and, where Section 7.09 of these Bylaws applies, employees.
The indemnification  above provided for shall be granted in all applicable cases
unless to do so would clearly  contravene law,  controlling  precedent or public
policy.

     7.13. DEFINITIONS APPLICABLE TO THIS ARTICLE. For purposes of the Article:

          A. "Affiliate"  shall include,  without  limitation,  any corporation,
     partnership,   joint  venture,   employee  benefit  plan,  trust  or  other
     enterprise that directly or indirectly through one or more  intermediaries,
     controls  or is  controlled  by,  or is  under  common  control  with,  the
     Corporation.

          B.  "Corporation"  means this  Corporation and any domestic or foreign
     predecessor  of  this  Corporation  where  the  predecessor   corporation's
     existence ceased upon the consummation of a merger or other transaction.

          C. "Director or Officer" means any of the following:

               1. An  individual  who is or was a  director  or  officer of this
          Corporation.

               2.  An  individual  who,  while a  director  or  officer  of this
          Corporation,  is or was  serving  at the  Corporation's  request  as a
          director,  officer,  partner,  trustee,  member  of any  governing  or
          decision-making committee, employee or agent of another corporation or
          foreign  corporation,  partnership,  joint  venture,  trust  or  other
          enterprise.

               3.  An  individual  who,  while a  director  or  officer  of this
          Corporation, is or was serving an employee benefit plan because his or
          her duties to the  Corporation  also  impose  duties on, or  otherwise
          involve  service by, the person to the plan or to  participants  in or
          beneficiaries of the plan.

               4. Unless the context requires otherwise,  the estate or personal
          representative of a director or officer.

               For purposes of this Article,  it shall be conclusively  presumed
          that any director or officer serving as a director,  officer, partner,
          trustee,  member  of  any  governing  or  decision-making   committee,
          employee or agent of an  Affiliate  shall be so serving at the request
          of the Corporation.

          D. "Expenses" include fees, costs,  charges,  disbursements,  attorney
     fees and other expenses incurred in connection with a proceeding.

          E. "Liability" includes the obligation to pay a judgment,  settlement,
     penalty,  assessment,  forfeiture or fine, including an excise tax assessed
     with respect to an employee benefit plan, and reasonable expenses.

          F. "Party"  includes an individual who was or it, or who is threatened
     to be made, a named defendant or respondent in a proceeding.

          G.  "Proceeding"  means any  threatened,  pending or completed  civil,
     criminal,  administrative  or investigative  action,  suit,  arbitration or
     other  proceeding,  whether  formal or informal,  which  involves  foreign,
     federal,  state or local law and which is brought by or in the right of the
     Corporation or by any other person.


                        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

     11.01. 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.

     11.02. BY DIRECTORS.  These Bylaws may also be altered, amended or repealed
and new Bylaws may be adopted by the Board of Directors by affirmative vote of a
majority of the number of directors  present at 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.

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