<PAGE>
                                                           Exhibit 3(b)

                                 BY-LAWS
                       MARSHALL & ILSLEY CORPORATION
                         __________________________


                              1.  OFFICES
                              -----------
       1.1.  Principal and Other Offices.  The principal office of the
Corporation shall be located at any place either within or outside the State
of Wisconsin as shall be designated in the Corporation's most recent annual
report filed with the Wisconsin Secretary of State. The executive offices of
the Corporation shall be located at its principal office.  The Corporation
may have such other 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.

       1.2.  Registered Office.  The registered office of the Corporation
required by the Wisconsin Business Corporation Law (the "WBCL") to be
maintained in the State of Wisconsin may be, but need not be, the same as
any of its places of business within the State of Wisconsin.  The registered
office may be changed from time to time as provided in Section 180.0502 of
the WBCL or any successor thereto.


                          2.  SHAREHOLDERS
                          ----------------
       2.1.  Annual Meeting.  The annual meeting of shareholders shall be
held on the fourth Tuesday in the month of April in each year at 10 A.M., or
at such other time and/or date as shall be fixed by the Secretary of the
Corporation or the Board of Directors, for the purposes of electing
directors and for the transaction of such other business as may have been
properly brought before the meeting in compliance with the provisions of
Section 2.5 of the By-laws.  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.

       2.2.  Special Meetings.  Except as otherwise provided by the WBCL and
subject to the rights of the holders of any class of series of capital stock
having a preference over the common stock as to dividends or upon
liquidation, special meetings of shareholders of the Corporation may be
called only by the Chief Executive Officer or the President of the
Corporation pursuant to a resolution approved by not less than three-
quarters of the Board of Directors.

       2.3.  Place of Meeting.  The Board of Directors, Chief Executive
Officer or President may designate any place, within or without the State of
Wisconsin, as the place of meeting for the annual meeting or for any special
meeting.  If no designation is made, the place of meeting shall be the
principal office of the Corporation.  Any meeting may be adjourned to
reconvene at any place designated by vote of a majority of the shares
represented at the meeting.

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       2.4.  Notice of Meeting.  The Corporation shall notify shareholders of
the date, time and place of each annual and special shareholders' meeting
not less than ten nor more than sixty days before the date of the meeting.
Notice of a special meeting shall include a description of each purpose for
which the meeting is called.  Notice of the meeting shall be given only to
those shareholders entitled to vote at the meeting, unless otherwise
required by the law. Notice may be communicated in person, by telephone,
telegraph, teletype, facsimile or other forms of wire or wireless
communication, by mail or private carrier, or by electronic transmission.
Written notice, which includes notice by electronic transmission, to a
shareholder shall be deemed to be effective on the earlier of: (a) the date
received; (b) the date it is deposited in the United States mail when
addressed to the shareholder's address shown in the Corporation's current
record of shareholders, with postage prepaid; (c) on the date shown on the
return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee; (d)
the date sent, if transmitted by telegraph, teletype, facsimile or other
form of wire or wireless communication;(e) the date delivered to a courier
or deposited in a designated receptacle, if sent by private carrier, when
addressed to the shareholder's address shown in the Corporation's current
record of shareholders; or (f) when electronically transmitted to the
shareholder in a manner authorized by the shareholder.

             2.5.  Advance Notice of Shareholder-Proposed Business at Annual
Meetings.  At an annual meeting of shareholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given in
accordance with Section 2.4 of these By-laws, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, the
Chief Executive Officer or the President, or (c) otherwise properly brought
before the meeting by a shareholder.  In addition to any other applicable
requirements for business to be properly brought before an annual meeting by
a shareholder, the shareholder must have given timely notice of such
business in writing to the Secretary of the Corporation.  To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 90 days prior
to the anniversary date of the annual meeting of shareholders in the
immediately preceding year.  A shareholder's notice to the Secretary of the
Corporation shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of the shareholder proposing such business, and the beneficial owner
or owners, if any, on whose behalf the proposal is made, (iii) a
representation that the shareholder is a shareholder of record and will
remain such through the record date for the meeting and that the shareholder
intends to appear in person or by proxy at such meeting to move the
consideration of the business set forth in the notice, (iv) the class and
number of shares of the Corporation which are beneficially owned by the
shareholder and the beneficial owner or owners on whose behalf the proposal
is made, and (v) any material interest of the shareholder in such business.
In addition, any such shareholders shall be required to provide such further
information as may be requested by the Corporation in order to comply with
federal securities laws, rules and regulations.

       Notwithstanding anything contained in these By-laws to the contrary,
no business shall be conducted at the annual meeting except in accordance
with the procedures set forth in this Section 2.5; provided, however, that
nothing in this Section 2.5 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the annual meeting in
accordance with said procedure.

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             The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2.5,
and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be
transacted.

       2.6.  Procedure for Nomination of Directors.  Only persons nominated
in accordance with the following procedures shall be eligible for election
as directors, except as may otherwise be provided by the terms of the
Corporation's Amended and Restated Articles of Incorporation (the
"Articles") with respect to the rights of holders of any class or series of
preferred stock to elect directors under specified circumstances.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders by or at the direction
of the Board of Directors, by any nominating committee or persons appointed
by the Board, or by any shareholder of the Corporation entitled to vote for
election of directors at the meeting who complies with the notice procedures
set forth in this Section 2.6.

       Nominations other than those made by or at the direction of the Board
of Directors or any nominating committee or person appointed by the Board
shall be made pursuant to timely notice in proper written form to the
Secretary of the Corporation.  To be timely, a shareholder's request to
nominate a person for election to the Board of Directors, together with the
written consent of such person to serve as a director, must be received by
the Secretary of the Corporation not less than 90 days prior to the
anniversary date of the annual meeting of shareholders in the immediately
preceding year.  To be in proper written form, such shareholder's notice
shall set forth in writing (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director, (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by such person, (iv) a description of all arrangements and
understandings between the shareholder or beneficial owner or owners on
whose behalf the nomination is made and each proposed nominee and any person
or persons (naming such person or persons) pursuant to which the intended
nomination or nominations are to be made by the shareholder, and (v) such
other information relating to such person as is required to be disclosed in
solicitations of proxies for election of directors, or as otherwise
required, in each case pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice, (i) the name and address, as they appear on the
Corporation's books, of such shareholder and the beneficial owner or owners,
if any, on whose behalf the nomination is made, (ii) a representation that
the shareholder is a shareholder of record and will remain such through the
record date for the meeting and that the shareholder intends to appear in
person or by proxy at such meeting to make the nomination(s) set forth in
the notice, and (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by such shareholder and the
beneficial owner or owners on whose behalf the nomination is made.  The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director of the
Corporation.  No persons shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth
herein and in the Articles.  The Chairman of any meeting of shareholders
shall, if the facts so warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
Articles and these By-laws; and if he should so determine, he shall so
declare to the meeting and the defective nomination(s) shall be disregarded.

<PAGE> 4
       2.7.  Fixing of Record Date.  For the purpose of determining any
voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive any distribution or
dividend from the Corporation, or in order to determine those shareholders
entitled to take any other action authorized by these By-laws or the WBCL,
the Board of Directors may fix in advance a date as the record date for any
such determination of shareholders.  Such record date shall not be more than
70 days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.  If no record date is so
fixed for the determination of shareholders entitled to notice of, or to
vote at a meeting of shareholders, or shareholders entitled to receive a
dividend or any other distribution, the record date for determination of
such shareholders shall be at the close of business on:

             (a)    with respect to an annual shareholders' meeting or any
       special shareholders' meeting called by the Board of Directors or any
       person specifically authorized by these By-laws to call a meeting, the
       day before the first notice is given to shareholders;

             (b)    with respect to a special shareholders' meeting demanded
       by one or more shareholders, the date the first shareholder signs a
       demand for the special meeting;

             (c)    with respect to the payment of a dividend, the date the
       Board of Directors authorizes the dividend; and

             (d)    with respect to any other distribution to shareholders,
       other than one involving a repurchase or reacquisition of shares, the
       date the Board of Directors authorizes the distribution.

       When a determination of shareholders entitled to notice of or 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, which it shall do if the meeting
is adjourned to a date more than 120 days after the date fixed for the
original meeting.

       2.8.  Shareholders' List.  After fixing a record date for a meeting of
shareholders, the Corporation shall prepare a list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting.  The
list shall be arranged by class or series of shares and show the address of
and the number of shares held by each shareholder.  The shareholder list
shall be available for inspection by any shareholder beginning two business
days after notice of the meeting is given for which the list was prepared
and continuing through the meeting.  The list shall be available at the
Corporation's principal office or at a place identified in the meeting
notice in the city where the meeting is to be held.  A shareholder, or his
or her agent or attorney, is entitled, on written demand, to inspect and to
copy the list during regular business hours and at his expense, during the
period it is available for inspection, provided the shareholder, or his or
her agent or attorney, demonstrates to the satisfaction of the Corporation
he or she satisfies the requirements of the WBCL.  The Corporation shall
make the shareholders' list available at the meeting and shall be subject to
the inspection of any shareholder, or his or her agent or attorney, during
the time of the meeting or any adjournment thereof.  Refusal or failure to
prepare or make available the shareholders' list shall not affect the
validity of any action taken at such meeting.

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       2.9.  Quorum; Votes.  Shares entitled to vote as a separate voting
group 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 or the WBCL
provides otherwise, a majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for
action on that matter.

       If the Articles or the WBCL provide for voting by two or more voting
groups on a matter, action on that matter is taken only when voted upon by
each of those voting groups counted separately. Action may be taken by one
voting group on a matter even though no action is taken by another voting
group entitled to vote on the matter.

       Once a share is represented for any purpose at a meeting, other than
for the purpose of objecting to holding the meeting or transacting business
at the meeting, it is deemed 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 or the WBCL
requires a greater number of affirmative votes, provided, however, that
unless otherwise provided in the Articles, directors are elected by a
plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present.

       2.10. Proxies.  At all meetings of shareholders, a shareholder
entitled to vote may authorize another person to act for the shareholder by
appointing the person as proxy.  A shareholder or the shareholder's
authorized officer, director, employee, agent, or attorney-in-fact may use
any of the following means to appoint a proxy:

             (a)    In writing by signing or causing the shareholder's
       signature to be affixed to an appointment form by any reasonable
       means, including, but not limited to, by facsimile signature.

             (b)    By transmitting or authorizing the transmission of an
       electronic transmission of the appointment to the person who will be
       appointed as proxy or to a proxy solicitation firm, proxy support
       service organization or like agent authorized to receive the
       transmission by the person who will be appointed as proxy.

             (c)    By any other means permitted by the WBCL.

       Such proxy shall be filed with the Secretary of the Corporation, in
the form of a signed appointment form or an electronic transmission of the
appointment, before or at the time of the meeting.  No proxy shall be valid
after eleven months from the date of its execution, unless otherwise
provided in the proxy.

<PAGE> 6
       2.11. Voting Shares Owned by the Corporation.  Shares of the
Corporation belonging to it shall not be voted directly or indirectly at any
meeting of shareholders and shall not be considered in determining whether a
quorum exists or for any other purpose relating to the voting of shares.
Notwithstanding the foregoing, shares held by the Corporation in a fiduciary
capacity are outstanding shares and may be voted and shall be considered in
any such determination.

       2.12. Shares in the Name of Another Corporation or a Trustee.  Shares
issued in the name of another corporation may be voted by the president of
such corporation, or any other officer or proxy appointed by such president
in the absence of express written notice to the Corporation of the
designation of some other person by the board of directors or by-laws of
such other corporation.  Shares in the name of a trustee shall be voted in
the manner designated by a majority of the trustees or their proxy unless a
greater concurrence of trustees is required by the trust, of which the
Corporation shall have actual notice.

       2.13. Adjournments.  An annual or special meeting of shareholders may
be adjourned by a vote of a majority of the shares represented at the
meeting entitled to vote in the election of directors, even if less than a
quorum.  Upon being reconvened, the adjourned meeting shall be deemed to be
a continuation of the initial meeting.  A quorum will be deemed present if a
quorum of shares was represented at the initial meeting and any business
that could be conducted at the initial meeting may be considered at the
adjourned meeting.  A meeting may be adjourned at any time, including after
action on one or more matters, and for any purpose, including, but not
limited to, allowing additional time to solicit votes on one or more
matters, to disseminate additional information to shareholders or to count
votes.  Notice is not required for an adjourned meeting if the date, time
and place of the adjournment are announced at the meeting before
adjournment.  If a new record date for an adjourned meeting is fixed, notice
of the adjourned meeting must be given to persons who are shareholders as of
the new record date.  Only those shares entitled to vote at the initial
meeting will be entitled to vote at the adjourned meeting.

       2.14. Polling.  In the discretion of the chairman of an annual or
special meeting of shareholders, polls may be closed at any time after
commencement of the meeting.  When there are several matters to be
considered at a meeting, the polls may remain open during the meeting as to
any or all matters to be considered, as the chairman may declare.  Polls
will remain open as to matters to be considered at any adjournment of the
meeting unless the chairman declares otherwise.  At the discretion of the
chairman, the polls may remain open after adjournment of a meeting for not
more than 72 hours for the purpose of collecting proxies and counting votes.
All votes submitted prior to the announcement of the results of the
balloting shall be valid and counted.  The results of balloting shall be
final and binding after announcement of such results.

       2.15. Chairman of Meetings.  The Chairman of the Board or, in his
absence or inability or refusal to act, the Chairman of the Executive
Committee, shall preside at all meetings of the shareholders.

<PAGE> 7
                       3.  BOARD OF DIRECTORS
                       ----------------------
       3.1.  General Powers.  All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation
managed under the direction of, its Board of Directors, subject to any
limitations set forth in the Articles.

       3.2.  Number, Tenure and Qualifications.  The number of directors
(exclusive of directors, if any, elected by the holders of one or more
series of preferred stock, voting separately as a series pursuant to the
provisions of the Articles applicable thereto) shall not be less than three
directors, the exact number of directors to be determined from time to time
by resolution adopted by affirmative vote of a majority of the entire Board
of Directors then in office.  No decrease in the number of directors shall
shorten the term of any incumbent director.  At the 2007 annual meeting of
shareholders of the Corporation, the successors of the directors whose terms
expire at that meeting shall be elected for a term expiring at the 2008
annual meeting of shareholders of the Corporation and until their successors
shall be elected and shall qualify; at the 2008 annual meeting of
shareholders of the Corporation, the successors of the directors whose terms
expire at that meeting shall be elected for a term expiring at the 2009
annual meeting of shareholders of the Corporation and until their successors
shall be elected and shall qualify; and at each annual meeting of
shareholders of the Corporation thereafter, the successors of the directors
whose terms expire at that meeting shall be elected for terms expiring at
the next annual meeting of shareholders of the Corporation and until their
successors shall be elected and shall qualify.  Directors need not be
residents of the State of Wisconsin or shareholders of the Corporation.  No
person shall be eligible to be elected a director at any meeting of
shareholders held on or after the date he or she attains age seventy-two
(72).  The Board of Directors, at its discretion, may waive the age
limitation or establish a greater age from time to time.  The Board of
Directors, at its discretion, may designate a person who has served as a
director of the Corporation as a "Director Emeritus" upon such terms and
conditions and at such compensation as may be fixed by resolution of the
Board from time to time.  A Director Emeritus shall have the right to attend
meetings of the Board of Directors but shall have no vote and shall not be
counted in determining the presence of a quorum.

       Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an
annual or special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships shall be
governed by the terms of the Articles applicable thereto.  Directors so
elected shall not be divided into classes and during the prescribed terms of
office of such directors the Board of Directors shall consist of such
directors in addition to the number of directors determined as provided in
the first paragraph of this Section 3.2.

       3.3.  Regular Meeting.  A regular meeting of the Board of Directors
shall be held, without other notice, immediately after and at the same place
as the annual meeting of shareholders, and each adjourned session thereof.
The Board of Directors may provide, by resolution, the time and place for
the holding of additional regular meetings without other notice than such
resolution.

<PAGE> 8
       3.4.  Special Meetings.  Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, President,
Secretary or three-quarters of the members of the Board of Directors.  The
person or persons authorized to call special meetings of the Board of
Directors may fix any place either within or without the State of Wisconsin
as the place for holding any special meeting of the Board of Directors
called by them.

       3.5.  Notice.  Notice of meetings of the Board of Directors may be
communicated in person, by telephone, telegraph, teletype, facsimile or
other form of wire or wireless communication or by mail or private carrier.
Notice of meetings, except the regular annual meeting, shall be given at
least 48 hours prior to the time set for the meeting if communicated orally
or by telegraph, teletype, facsimile, other form of wire or wireless
communication or by electronic transmission, and at least 5 days prior to
the date set for the meeting if communicated by any other means.  Written
notice, which includes notice by electronic transmission, shall be deemed
effective and given on the earlier of: (a) when received; (b) 2 days after
the date it is deposited in the United States mail, with postage prepaid,
when addressed to the director at an address designated by him or her to
receive such notice or, in the absence of such designation, at his or her
business or home address as they appear in the Corporation's records; (c)
the date and time sent, if transmitted by telegraph, teletype, facsimile or
other form of wire or wireless communication when sent to the director at a
location designated by the director to receive such notice or, in the
absence of such designation, at his or her business or home as those
locations appear in the Corporation's records; (d) the date delivered to a
courier or deposited in a designated receptacle, if sent by private carrier,
when addressed to the director at an address designated by him or her to
receive such notice or, in the absence of such designation, at his or her
business or home address as it appears in the Corporation's records; or (e)
when electronically transmitted.  Oral notice shall be deemed effective when
communicated.  Whenever any notice whatever is required to be given to any
director of the Corporation under these By-laws, the Articles or under the
provisions of any statute, 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 timely notice.  A director's
attendance at, or participation in, a meeting waives any required notice
unless the director at the beginning of the meeting or promptly upon his or
her arrival objects to holding the meeting or transacting business at 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 such meeting.

       3.6.  Quorum; Votes.  A majority of the number of directors in
accordance with Section 3.2 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but though less than such
quorum is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.  The
affirmative vote of a majority of directors present shall be the act of the
Board of Directors, or a committee of the Board of Directors created under
Section 3.11, unless the Articles or these By-laws require the vote of a
greater number of directors.

       3.7.  Removal and Resignation.  Exclusive of directors, if any,
elected by the holders of one or more classes of preferred stock, no
director of the Corporation may be removed from office except for "Cause"
and by the affirmative vote of two-thirds of the outstanding shares of
capital stock of the Corporation entitled to vote at a meeting of
shareholders duly called for such purpose.  As used in this Section 3.7, the
term "Cause" shall mean solely malfeasance arising from the performance of a
director's duties which has a materially adverse effect on the business of
the Corporation.  A director may resign at any time by delivering written
notice to the Board of Directors, Chairman of the Board or to the
Corporation.

<PAGE> 9
       3.8.  Vacancies.  Any vacancy on the Board of Directors, however
caused, including, without limitation, any vacancy resulting from an
increase in the number of directors, shall be filled by the vote of a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director.  Any director so elected to fill any vacancy on
the Board of Directors, including a vacancy created by an increase in the
size of the Board of Directors, shall hold office until the next annual
meeting of shareholders and until his or her successor shall be elected and
shall qualify.

       3.9.  Compensation.  The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the Corporation as directors or otherwise, or may
delegate such authority to an appropriate committee.

       3.10. Presumption of Assent.  A director of the Corporation who is
present at a meeting of the Board of Directors or a committee thereof at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless: (a) the director objects at the
beginning of the meeting (or promptly upon his arrival) to holding the
meeting or transacting business at the meeting; or (b) the director dissents
or abstains from an action taken and minutes of the meeting are prepared
that show the director's dissent or abstention from the action taken; or (c)
the director delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to the
Corporation immediately after adjournment of the meeting; or (d) the
director dissents or abstains from an action taken, minutes of the meeting
are prepared that fail to show the director's dissent or abstention from the
action taken and the director delivers to the Corporation a written notice
of that failure promptly after receiving the minutes.  Such right to dissent
shall not apply to a director who voted in favor of such action.

       3.11. Committees.  The Board of Directors, by resolution adopted by
the affirmative vote of a majority of the number of directors then in
office, may designate one or more committees, each committee to consist of
two or more directors elected by the Board of Directors.  The Board of
Directors may elect one or more of its members as alternate members of any
such committee and such alternate member may take the place of any absent
member or members at any meeting of such committee upon request of the
Chairman of the Board or upon request of the chairman of such meeting.
Unless limited by the Articles, each committee may exercise those aspects of
the authority of the Board of Directors which are within the scope of the
committee's assigned responsibilities or which the Board of Directors
otherwise specifically confers upon such committee; provided, however, that
no committee of the Board may do any of the following:

<PAGE> 10
             (a)    authorize distributions;

             (b)    approve or propose to shareholders action that the WBCL
       requires be approved by shareholders;

             (c)    fill vacancies on the Board of Directors or on any of its
       committees, unless the Board of Directors has specifically granted
       such authority to the committee;

             (d)    amend the Articles;

             (e)    adopt, amend, or repeal these By-laws;

             (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 Board of Directors;
       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
       specifically prescribed by the Board of Directors.

       3.12. Informal Action Without Meeting.  Any action required or
permitted by the Articles or these By-laws or any provision of law to be
taken by the Board of Directors or a committee at a meeting may be taken
without a meeting if the action is taken by all members of the Board of
Directors.  The action shall be evidenced by one or more written consents
describing the action taken, signed by each director and retained by the
Corporation.

       3.13. Telephonic Meetings.  Any or all directors may participate in a
regular or special meeting by, or conduct the meeting through the use of,
any means of communication which allows all directors participating to
simultaneously hear each other during the meeting.  In the case of any such
meeting all participating directors must be informed that a meeting is
taking place at which official business may be transacted.  A director
participating in a meeting by this means is deemed to be present in person
at the meeting.

       3.14. Chairman of Meetings.  The Chairman of the Board or, in his
absence or inability or refusal to act, the Chairman of the Executive
Committee, shall preside at all meetings of the Board of Directors.

<PAGE> 11
                             4.  OFFICERS
                             ------------
       4.1.  Number.  The principal officers of the Corporation shall be a
Chairman of the Board, a Chief Executive Officer, a President, one or more
Vice Presidents, any one of whom may be designated as Executive Vice
President, and a Secretary, each of whom shall be elected by the Board of
Directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors.

       4.2.  Election and Term of Office.  The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after the
annual meeting of the shareholders.  If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
convenient.  Each officer shall hold office until his successor shall have
been duly elected or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.

       4.3.  Removal.  Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will 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.

       4.4.  Vacancies.  A vacancy in any principal office occurring for any
reason shall be filled by the Board of Directors for the unexpired portion
of the term as soon as reasonably practicable at the convenience of the
Board.

       4.5.  Chairman of the Board.  The Chairman of the Board shall have
such duties as the Board of Directors shall prescribe from time to time.

       4.6.  Chief Executive Officer.  The Chief Executive Officer shall be
the principal executive officer of the Corporation and, subject to the
control of the Board of Directors, shall have general supervision and
control of the business and affairs of the Corporation and its officers.
The Chief Executive Officer shall have the authority, subject to such rules
as may be prescribed by the Board of Directors, to appoint such agents and
employees of the Corporation as the Chief Executive Officer deems necessary,
prescribe their powers, duties and compensation, and delegate authority to
them.  Such agents and employees shall hold offices at the discretion of the
Chief Executive Officer.  The Chief Executive Officer shall have authority
to sign, execute and acknowledge, on behalf of the Corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases, reports and all
other documents or instruments necessary or proper to be executed in the
course of the Corporation's regular business or which shall be authorized by
the Board of Directors.  Except as otherwise provided by the WBCL or the
Board of Directors, the Chief Executive Officer may authorize any other
officer or agent of the Corporation to sign, execute and acknowledge such
documents or instruments in his place and stead.  In general, the Chief
Executive Officer shall have all authority and perform all duties incident
to the office of the chief executive officer and such other duties as may be
prescribed by the Board of Directors from time to time.

<PAGE> 12
       4.7.  President.  In the absence of the Chief Executive Officer or in
the event of his death, inability or refusal to act, the President shall
perform the duties of the Chief Executive Officer, and when so acting shall
have all the powers and duties of the Chief Executive Officer.  In addition,
the President shall be responsible for the administration and management of
the areas of the business and affairs of the Corporation assigned to him
from time to time by the Board of Directors or the Chief Executive Officer.

       4.8.  Vice Presidents.  One or more of the Vice Presidents may be
designated as Executive Vice President.  In the absence of the President or
in the event of his death, inability or refusal to act, the Vice Presidents
in the order designated at the time of their election (or in the absence of
any designation, then in the order of their appointment), shall perform the
duties of the President and when so acting shall have all the powers of and
be subject to all the restrictions upon the President.  Any Vice President
may sign with the Secretary or Assistant Secretary certificates for shares
of the Corporation and shall perform such other duties as from time to time
may be assigned to him by the Chief Executive Officer, the President or the
Board of Directors.

       4.9.  Secretary.  The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by the WBCL;
(c) be custodian of the corporate records and of the seal of the Corporation
and see that the seal of the Corporation is affixed to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder or
delegate that responsibility to a stock transfer agent; (e) sign with the
President or a Vice President certificates for shares of the Corporation,
the issuance of which shall have been authorized by resolution of the Board
of Directors; and (f) in general have all authority and perform all duties
incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the Chief Executive Officer or by the Board
of Directors.

       4.10. Assistant Secretaries.  The Assistant Secretaries, when
authorized by the Board of Directors, may sign with the President or a Vice
President certificates for shares of the Corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors.  The
Assistant Secretaries, in general, shall have such authority and perform
such duties as shall be assigned to them by the Secretary, the President or
the Board of Directors.

       4.11. Salaries.  The salaries of the officers shall be fixed from time
to time by the Board of Directors or a committee authorized by the Board to
fix the same and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation or a member
of such a committee.

       4.12. Voting of Stock in Other Corporations.  The Board of Directors
by resolution shall from time to time designate one or more persons who
shall vote all stock held by this Corporation in any other corporation,
banking corporation or banking association.  Such resolution may designate
such persons in the alternative and may empower them to execute proxies to
vote in their stead.  Where time permits, however, the manner in which such
shares shall be voted shall be determined by the Board of Directors of this
Corporation or the appropriate committee thereof while the Board is not in
session.

<PAGE> 13
              5.  CERTIFICATES FOR SHARES AND THEIR TRANSFER
              ----------------------------------------------
       5.1.  Certificates for Shares.  Subject to the requirements of the
WBCL, certificates representing shares of the Corporation shall be in such
form as shall be determined by the Board of Directors.  Such certificates
shall be signed, either manually or by facsimile, by the President or a Vice
President and by the Secretary or an Assistant Secretary.  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 cancelled and no new certificate shall
be issued until the former certificate for a like number of shares shall
have been surrendered and cancelled, except that in the case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors or the
Secretary may prescribe.

       5.2.  Transfer of Shares.  Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares.

       5.3.  Stock Regulations.  The Board of Directors shall have the power
and authority to make all such further rules and regulations not
inconsistent with the WBCL as they may deem expedient concerning the issue,
transfer and registration of certificates representing shares of the
Corporation, including the appointment or designation of one or more stock
transfer agents and one or more stock registrars.


                         6.  EMERGENCY BY-LAWS
                         ---------------------
       Unless the Articles provide otherwise, the following provisions of
this Article 6 shall be effective during an "emergency" which is defined as
a catastrophic event that prevents a quorum of the Corporation's directors
from being readily assembled.

             During such emergency:

             (a)    Any one member of the Board of Directors or any one of the
       following officers: Chief Executive Officer, President, any Vice-
       President or Secretary, may call a meeting of the Board of Directors.
       Notice of such meeting need be given only to those directors whom it
       is practicable to reach, and may be given in any practical manner,
       including by publication or radio.  Such notice shall be given at
       least six hours prior to the commencement of the meeting.

             (b)    One or more officers of the corporation present at the
       emergency meeting of the Board of Directors, as is necessary to
       achieve a quorum, shall be considered to be directors for the meeting,
       and shall so serve in order of rank, and within the same rank, in
       order of seniority.  In the event that less than a quorum of the
       directors are present (including any officers who are to serve as
       directors for the meeting), those directors present (including the
       officers serving as directors) shall constitute a quorum.

             (c)    The Board of Directors as constituted in paragraph (b),
       and after notice as set forth in paragraph (a), may:

                    (1)    prescribe emergency powers to any officer of the
             corporation;

<PAGE> 14
                    (2)    delegate to any officer or director, any of the
             powers of the Board of Directors;

                    (3)   designate lines of succession of officers and
             agents, in the event that any of them are unable to discharge
             their duties;

                    (4)    relocate the principal place of business, or
             designate successive or simultaneous principal places of
             business; and

                    (5)    take any other action, convenient, helpful, or
             necessary to carry on the business of the corporation.

       Corporate action taken in good faith in accordance with this Article 6
binds the Corporation and may not be used to impose liability on a corporate
director, officer, employee or agent.


                               7.  GENERAL
                               -----------
       7.1.  Indemnify of Officers and Directors.

             (a)    Definitions to Indemnification and Insurance Provisions.

                    (1)    "Director, Officer, Employee or Agent" means any of
             the following: (i) a natural person who, is or was a director,
             officer, employee or agent of the Corporation; (ii) a natural
             person who, while a director, officer, employee or agent of the
             Corporation, is or was serving either pursuant to the
             Corporation's specific request or as a result of the nature of
             such person's duties to the Corporation 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; (iii) a natural person who, while a director,
             officer, employee or agent of the Corporation, is or was serving
             an employee benefit plan because his or her duties to the
             Corporation also impose duties on, or otherwise involve services
             by, the person to the plan or to participants in or
             beneficiaries of the plan; or (iv) unless the context requires
             otherwise, the estate or personal representative of a director,
             officer, employee or agent.

                    (2)    "Liability" means the obligation to pay a judgment,
             penalty, assessment, forfeiture or fine, including an excise tax
             assessed with respect to an employee benefit plan, the agreement
             to pay any amount in settlement of a Proceeding (whether or not
             approved by a court order), and reasonable expenses and interest
             related to the foregoing.

                    (3)    "Party" means a natural person who was or is, or who
             is threatened to be made, a named defendant or respondent in a
             Proceeding.

<PAGE> 15
                    (4)    "Proceeding" means any threatened, pending or
             completed civil, criminal, administrative or investigative
             action, suit, arbitration or other proceeding, whether formal or
             informal (including but not limited to any act or failure to act
             alleged or determined to have been negligent, to have violated
             the Employee Retirement Income Security Act of 1974, or to have
             violated Section 180.40 [180.0826, 180.0832 and 180.0833] of the
             Wisconsin Statutes, or any successor thereto, regarding improper
             dividends, distributions of assets, purchases of shares of the
             Corporation, or loans to officers), 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 or entity, to
             which the Director, Officer, Employee or Agent was a party
             because he or she is a Director, Officer, Employee or Agent.

                    (5)    "Expenses" means all reasonable fees, costs,
             charges, disbursements, attorneys' fees and any other expenses
             incurred in connection with the Proceeding.

             (b)    Indemnification of Officers, Directors, Employees and
       Agents.

                    (1)    The Corporation shall indemnify a Director, Officer,
             Employee or Agent to the extent he or she has been successful on
             the merits or otherwise in the defense of any Proceeding, for
             all reasonable Expenses.

                    (2)    In cases not included under subsection (1), the
             Corporation shall indemnify a Director, Officer, Employee or
             Agent against Liability and Expenses incurred by such person in
             a Proceeding unless it shall have been proven by final judicial
             adjudication that such person breached or failed to perform a
             duty owned to the Corporation which constituted:

                           (i)   A willful failure to deal fairly with the
                    Corporation or its shareholders in connection with a
                    matter in which the Director, Officer, Employee or Agent
                    has a material conflict of interest;

                           (ii)  A violation of criminal law, unless the
                    Director, Officer, Employee or Agent had reasonable cause
                    to believe his or her conduct was lawful or no reasonable
                    cause to believe his or her conduct was unlawful;

                           (iii) A transaction from which the Director,
                    Officer, Employee or Agent derived an improper personal
                    profit; or

                           (iv)  Willful misconduct.

             (c)    Determination that Indemnification is Proper.

                    (1)    Unless provided otherwise by a written agreement
             between the Director, Officer, Employee or Agent and the
             Corporation, determination of whether indemnification is
             required under Section (b) shall be made by any method set forth
             in Section 180.046 [180.0855] of the Wisconsin Statutes.

<PAGE> 16
                    (2)    A Director, Officer, Employee or Agent who seeks
             indemnification under this section shall make a written request
             to the Corporation.  As a further pre-condition to any right to
             receive indemnification, the writing shall contain a declaration
             that the Corporation shall have the right to exercise all rights
             and remedies available to such Director, Officer, Employee or
             Agent against any other person, corporation, foreign
             corporation, partnership, joint venture, trust or other
             enterprise, arising out of, or related to, the Proceeding which
             resulted in the Liability and the Expense for which such
             Director, Officer, Employee or Agent is seeking indemnification,
             and that the Director, Officer, Employee or Agent is hereby
             deemed to have assigned to the Corporation all such rights and
             remedies.

                    (3)    Indemnification under subsection (b)(1) shall be
             made within 10 days of receipt of a written demand for
             indemnification.  Indemnification required under subsection
             (b)(2) shall be made within 30 days of receipt of a written
             demand for indemnification.

                    (4)    Indemnification under this section is not required
             to the extent the Director, Officer, Employee or Agent has
             previously received indemnification or allowance of expenses
             from any person or entity, including the Corporation, in
             connection with the same Proceeding.

                    (5)    Upon written request by a Director, Officer,
             Employee or Agent who is a Party to a Proceeding, the
             Corporation shall pay or reimburse his or her reasonable
             Expenses as incurred if the Director, Officer, Employee or Agent
             provides the Corporation with all of the following:

                           (i)   A written affirmation of his or her good faith
                    belief that he or she is entitled to indemnification under
                    Article 7.1; and

                           (ii)  A written undertaking, executed personally or
                    on his or her behalf, to repay all amounts advanced
                    without interest to the extent that it is ultimately
                    determined that indemnification under 7.1(b)(2) is
                    prohibited.

                           The undertaking under this subsection shall be
                    accepted without reference to the Director's, Officer's,
                    Employee's or Agent's ability to repay the allowance.  The
                    undertaking shall be unsecured.

                    (6)    The right to indemnification under this Article may
             be amended only by a subsequent vote of not less than two-
             thirds of the Corporation's outstanding capital stock entitled
             to vote on such matters.  Any reduction in the right to
             indemnification may only be prospective from the date of such
             vote.

<PAGE> 17
             (d)    Insurance.  The Corporation shall have the power to
       purchase and maintain insurance on behalf of any person who is a
       Director, Officer, Employee or Agent against any Liability asserted
       against or incurred by the individual in any such capacity or arising
       out of his status as such, regardless of whether the Corporation is
       required or authorized to indemnify or allow Expenses to the
       individual under this section.

             (e)    Severability.  The provisions of this Article shall not
       apply in any circumstance where a court of competent jurisdiction
       determines that indemnification would be invalid as against public
       policy.


                                8.  AMENDMENT
                                -------------
       These By-laws may be amended, altered or repealed, and new By-laws may
be enacted, only by the affirmative vote of not less than two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote at a
meeting of shareholders duly called for such purpose, upon a proposal
adopted by the Board of Directors, or by a vote of not less than three-
quarters of the entire Board of Directors then in office; provided, however,
that no By-law hereafter adopted, amended or repealed by the shareholders as
provided herein shall thereafter be enacted, amended or repealed by the
directors unless such action by the shareholders shall expressly confer upon
the directors authority to thereafter enact, amend or repeal such By-law as
so amended, and; provided, further, that any By-law adopted, repealed or
amended by the Board of Directors as provided herein shall be subject to
reenactment, repeal or amendment by the shareholders acting at any meeting
of the shareholders in accordance with the terms hereof.


Mw1205801_2