EXHIBIT 3.2



                                   BYLAWS OF
                      AMERICAN MEDICAL SECURITY GROUP, INC.
                     (AS AMENDED AND RESTATED MAY 21, 2003)


                               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


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        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


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                        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:


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                        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


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                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),


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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.

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                        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


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        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.


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        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.


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                         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, as nearly equal
in number as possible, as determined by the Board of Directors. 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


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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


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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):

                                Audit Committee
                                Compensation Committee
                                Corporate Governance and Nominating Committee
                                Executive Committee
                                Finance Committee

                                Each committee shall consist of such number of
                members, not less than three (3), as shall be determined by the
                Board of Directors.  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 or as specified in committee


                                       12
<PAGE>

                charters that shall be approved by the Board of Directors,
                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. OTHER REGULAR COMMITTEES. When the Board of
                Directors is not in session, the Audit Committee, the
                Compensation Committee, the Corporate Governance and Nominating
                Committee and 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
                respective committees' designated duties as provided herein or
                in committee charters approved by the Board of Directors. The
                Chairman of the Board of Directors shall be a member of the
                Finance Committee.


                                       13
<PAGE>

                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 Chief Financial Officer, 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.


                                       14
<PAGE>


        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 as may be assigned by the Chairman of the Board, the
President or the Board of Directors.

        4.08. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have
overall charge of all of the financial affairs of the Corporation, including
charge and custody of and responsibility for the Corporation's books of account.
The Chief Financial Officer shall perform such duties as usually are incident to
such office or as may be assigned by the Chairman of the Board, the President or
the Board of Directors.

        4.09. 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, and
perform such other duties as usually are incident to such office or as may be
assigned by the Chairman of the Board, the President, the Chief Financial
Officer (if a different individual) or the Board of Directors.

        4.10. 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,


                                       15
<PAGE>


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


                                       16
<PAGE>

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.


                                       17
<PAGE>


        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


                                       18
<PAGE>

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.


                                       19
<PAGE>


                          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


                                       20
<PAGE>

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.


                                       21
<PAGE>

                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


                                       22
<PAGE>

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


                                       23
<PAGE>

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.



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                        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.



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                           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.


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