# RESTATED BYLAWS

# OF

# TIERONE CORPORATION (a Wisconsin
corporation)

# As Amended July 22, 2009

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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 with the principal office in the           State of Wisconsin, and
the address of the registered office may be changed from           time to time by the
Board of Directors or by the registered agent. The business           office of the
registered agent of the corporation shall be identical to such           registered
office.

ARTICLE II. SHAREHOLDERS

2.01.    Annual
Meeting. The annual meeting of the shareholders (the Annual           Meeting),
commencing with the Annual Meeting in 2003, shall be held on the           fourth
Thursday in April of each year or on such other date and at such time as           may be
fixed by resolution of the Board of Directors. In fixing a meeting date           for any
Annual Meeting, the Board of Directors may consider such factors as it           deems
relevant within the good faith exercise of its business judgment. At each
          Annual Meeting, the shareholders shall elect that number of directors equal to
          the number of directors in the class whose term expires at the time of such
          meeting. At any such Annual Meeting, only other business properly brought
before           the meeting in accordance with Section 2.14 of these bylaws may be
transacted.           If the election of directors shall not be held on the date
designated herein, or           fixed as herein provided, for any Annual Meeting, or any
adjournment thereof,           the Board of Directors shall cause the election to be held
at a special meeting           of shareholders (a Special Meeting) as soon
thereafter as is           practicable.

2.02.    Special
Meetings.

(a)              A
Special Meeting may be called only by (i) the Chairman of the Board, (ii) the
          Chief Executive Officer, (iii) the President or (iv) the Board of Directors and
          shall be called by the Chief Executive Officer upon the demand, in accordance
          with this Section 2.02, of the holders of record of shares representing at
least           ten percent (10%) of all the votes entitled to be cast on any issue
proposed to           be considered at the Special Meeting.

(b)              In
order that the corporation may determine the shareholders entitled to demand           a
Special Meeting, the Board of Directors may fix a record date to determine the
          shareholders entitled to make such a demand (the Demand Record
          Date). The Demand Record Date shall not precede the date upon which the
          resolution fixing the Demand Record Date is adopted by the Board of Directors
          and shall not be more than ten (10) days after the date upon which the
          resolution fixing the Demand Record Date is adopted by the Board of Directors.
          Any shareholder of record seeking to have shareholders demand a Special Meeting
          shall, by sending written notice to the Secretary of the corporation by hand or
          by certified or registered mail, return receipt requested, request the Board of
          Directors to fix a Demand Record Date. The Board of Directors shall promptly,
          but in all events within ten (10) days after the date on which a valid request
          to fix a Demand Record Date is received, adopt a resolution fixing the Demand
          Record Date and shall make a public announcement of such Demand Record Date. If
          no Demand Record Date has been fixed by the Board of Directors within ten (10)
          days after the date on which such request is received by the Secretary, the
          Demand Record Date shall be the tenth (10th) day after the first
date           on which a valid written request to set a Demand Record Date is received
by the           Secretary. To be valid, such written request shall set forth the purpose
or           purposes for which the Special Meeting is to be held, shall be signed by one
or           more shareholders of record (or their duly authorized proxies or other
          representatives), shall bear the date of signature of each such shareholder (or
          proxy or other representative) and shall set forth all information about each
          such shareholder and about the beneficial owner or owners, if any, on whose
          behalf the request is made that would be required to be set forth in a
          shareholders notice described in paragraph (a) (ii) of Section 2.14 of
          these bylaws.

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(c)              In
order for a shareholder or shareholders to demand a Special Meeting, a           written
demand or demands for a Special Meeting by the holders of record as of           the
Demand Record Date of shares representing at least ten percent (10%) of all           the
votes entitled to be cast on any issue proposed to be considered at the           Special
Meeting must be delivered to the corporation. To be valid, each written           demand
by a shareholder for a Special Meeting shall set forth the specific           purpose or
purposes for which the Special Meeting is to be held (which purpose           or purposes
shall be limited to the purpose or purposes set forth in the written           request to
set a Demand Record Date received by the corporation pursuant to           paragraph (b)
of this Section 2.02), shall be signed by one or more persons who           as of the
Demand Record Date are shareholders of record (or their duly           authorized proxies
or other representatives), shall bear the date of signature           of each such
shareholder (or proxy or other representative), and shall set forth           the name
and address, as they appear in the corporations books, of each
          shareholder signing such demand and the class and number of shares of the
          corporation which are owned of record and beneficially by each such
shareholder,           shall be sent to the Secretary by hand or by certified or
registered mail,           return receipt requested, and shall be received by the
Secretary within seventy           (70) days after the Demand Record Date.

(d)               The
corporation shall not be required to call a Special Meeting upon shareholder
          demand unless, in addition to the documents required by paragraph (c) of this
          Section 2.02, the Secretary receives a written agreement signed by each
          Soliciting Shareholder (as defined below), pursuant to which each Soliciting
          Shareholder, jointly and severally, agrees to pay the corporations costs
          of holding the Special Meeting, including the costs of preparing and mailing
          proxy materials for the corporations own solicitation, provided that if
          each of the resolutions introduced by any Soliciting Shareholder at such
meeting           is adopted, and each of the individuals nominated by or on behalf of
any           Soliciting Shareholder for election as a director at such meeting is
elected,           then the Soliciting Shareholders shall not be required to pay such
costs. For           purposes of this paragraph (d), the following terms shall have the
meanings set           forth below:

| | (i)                    Affiliate of
any Person (as defined herein) shall mean any Person                controlling,
controlled by or under common control with such first Person.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                    Participant shall
have the meaning assigned to such term in                Instruction 3 of Item 4 of Rule
14a-101 promulgated under the Securities                Exchange Act of 1934, as amended
(the Exchange Act).
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| | (iii)                    Person shall
mean any individual, firm, corporation, partnership,                joint venture,
association, trust, unincorporated organization or other entity.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (iv)                    Proxy shall
have the meaning assigned to such term in Rule 14a-1                promulgated under the
Exchange Act.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (v)                    Solicitation shall
have the meaning assigned to such term in Rule                14a-1 promulgated under the
Exchange Act.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)                    Soliciting
Shareholder shall mean, with respect to any Special                Meeting demanded
by a shareholder or shareholders, any of the following Persons:
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| | (A)                    if
the number of shareholders signing the demand or demands of meeting delivered
               to the corporation pursuant to paragraph (c) of this Section 2.02 is ten
or                fewer, each shareholder signing any such demand;
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| | (B)                    if
the number of shareholders signing the demand or demands of meeting delivered
               to the corporation pursuant to paragraph (c) of this Section 2.02 is more
than                ten, each Person who either (I) was a Participant in any Solicitation
of such                demand or demands or (II) at the time of the delivery to the
corporation of the                documents described in paragraph (c) of this Section
2.02 had engaged or                intended to engage in any Solicitation of Proxies for
use at such Special                Meeting (other than a Solicitation of Proxies on
behalf of the corporation); or
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| | (C)                    any
Affiliate of a Soliciting Shareholder, if a majority of the directors then
               in office determine, reasonably and in good faith, that such Affiliate
should be                required to sign the written notice described in paragraph (c)
of this Section                2.02 and/or the written agreement described in this
paragraph (d) in order to                prevent the purposes of this Section 2.02 from
being evaded.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)              Except
as provided in the following sentence, any Special Meeting shall be held           at
such hour and day as may be designated by whichever of the Chairman of the
          Board, the Chief Executive Officer, the President or the Board of Directors
          shall have called such meeting. In the case of any Special Meeting called by
the           Chief Executive Officer upon the demand of shareholders (a Demand
Special           Meeting), such meeting shall be held at such hour and day as may
be           designated by the Board of Directors; provided , however, that
the           date of any Demand Special Meeting shall be not more than seventy (70) days
          after the Meeting Record Date (as defined in Section 2.06 hereof); and providedfurther that
in the event that the directors then in           office fail to designate an hour and
date for a Demand Special Meeting within           ten (10) days after the date that
valid written demands for such meeting by the           holders of record as of the
Demand Record Date of shares representing at least           ten percent (10%) of all the
votes entitled to be cast on each issue proposed to           be considered at the
Special Meeting are delivered to the corporation (the           Delivery Date),
then such meeting shall be held at 2:00 P.M. local           time on the 100th day after
the Delivery Date or, if such 100th day is not a           Business Day (as defined
below), on the first preceding Business Day. In fixing           a meeting date for any
Special Meeting, the Chairman of the Board, the Chief           Executive Officer, the
President or the Board of Directors may consider such           factors as he, she or it
deems relevant within the good faith exercise of his,           her or its business
judgment, including, without limitation, the nature of the           action proposed to
be taken, the facts and circumstances surrounding any demand           for such meeting,
and any plan of the Board of Directors to call an Annual           Meeting or a Special
Meeting for the conduct of related business.

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(f)               The
corporation may engage regionally or nationally recognized independent
          inspectors of elections to act as an agent of the corporation for the purpose
of           promptly performing a ministerial review of the validity of any purported
          written demand or demands for a Special Meeting received by the Secretary. For
          the purpose of permitting the inspectors to perform such review, no purported
          demand shall be deemed to have been delivered to the corporation until the
          earlier of (i) five (5) Business Days following receipt by the Secretary of
such           purported demand and (ii) such date as the independent inspectors certify
to the           corporation that the valid demands received by the Secretary represent
at least           ten percent (10%) of all the votes entitled to be cast on each issue
proposed to           be considered at the Special Meeting. Nothing contained in this
paragraph (f)           shall in any way be construed to suggest or imply that the Board
of Directors or           any shareholder shall not be entitled to contest the validity
of any demand,           whether during or after such five (5) Business Day period, or to
take any other           action (including, without limitation, the commencement,
prosecution or defense           of any litigation with respect thereto).

(g)               For
purposes of these bylaws, Business Day shall mean any day other
          than a Saturday, a Sunday or a day on which banking institutions in the State
of           Wisconsin are authorized or obligated by law or executive order to close.

2.03.    Place
of Meeting. The Board of Directors, Chairman of the Board, the           Chief
Executive Officer or the President may designate any place, either within           or
without the State of Wisconsin, as the place of meeting for an Annual Meeting
          or 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 the Board of Directors or by the
Chairman of           the Board, the Chief Executive Officer or the President.

2.04.    Notice
of Meeting. Written notice stating the date, time and place of any           meeting
of shareholders shall be delivered not less than ten (10) days nor more           than
sixty (60) days before the date of the meeting (unless a different time           period
is provided by the Wisconsin Business Corporation Law or the articles of
          incorporation), either personally or by mail, by or at the direction of the
          Chairman of the Board, the Chief Executive Officer, the President or the
          Secretary, to each shareholder of record entitled to vote at such meeting and
to           such other persons as required by the Wisconsin Business Corporation Law. In
the           event of any Demand Special Meeting, such notice of meeting shall be sent
not           more than thirty (30) days after the Delivery Date. If mailed, notice
pursuant           to this Section 2.04 shall be deemed to be effective when deposited in
the           United States mail, addressed to the shareholder at his or her address as
it           appears on the stock record books of the corporation, with postage thereon
          prepaid. Unless otherwise required by the Wisconsin Business Corporation Law or
          the articles of incorporation of the corporation, a notice of an Annual Meeting
          need not include a description of the purpose for which the meeting is called.
          In the case of any Special Meeting, (a) the notice of meeting shall describe
any           business that the Board of Directors shall have theretofore determined to
bring           before the meeting and (b) in the case of a Demand Special Meeting, the
notice           of meeting (i) shall describe any business set forth in the statement of
purpose           of the demands received by the corporation in accordance with Section
2.02 of           these bylaws and (ii) shall contain all of the information required in
the           notice received by the corporation in accordance with Section 2.14(b) of
these           bylaws. If an Annual Meeting or Special Meeting is adjourned to a
different           date, time or place, the corporation shall not be required to give
notice of the           new date, time or place if the new date, time or place is
announced at the           meeting before adjournment; provided, however,
that if a new           Meeting Record Date for an adjourned meeting is or must be fixed,
the           corporation shall give notice of the adjourned meeting to persons who are
          shareholders as of the new Meeting Record Date.

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2.05.    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 applicable
          provisions of 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 at the beginning of the meeting or promptly upon arrival
          objects to holding the meeting 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.

2.06.    Fixing
of Record Date. The Board of Directors may fix in advance a date           not less
than ten (10) days and not more than seventy (70) days prior to the           date of an
Annual Meeting or Special Meeting as the record date for the           determination of
shareholders entitled to notice of, or to vote at, such meeting           (the Meeting
Record Date). In the case of any Demand Special           Meeting, (i) the Meeting
Record Date shall be not later than the 30th day after           the Delivery Date and
(ii) if the Board of Directors fails to fix the Meeting           Record Date within
thirty days after the Delivery Date, then the close of           business on such 30th
day shall be the Meeting Record Date. The shareholders of           record on the Meeting
Record Date shall be the shareholders entitled to notice           of and to vote at the
meeting. Except as provided by the Wisconsin Business           Corporation Law for a
court-ordered adjournment, a determination of shareholders           entitled to notice
of and to vote at an Annual Meeting or Special Meeting is           effective for any
adjournment of such meeting unless the Board of Directors           fixes a new Meeting
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. The           Board of Directors
may also fix in advance a date as the record date for the           purpose of
determining shareholders entitled to take any other action or           determining
shareholders for any other purpose. Such record date shall be not           more than
seventy (70) days prior to the date on which the particular action,           requiring
such determination of shareholders, is to be taken. The record date           for
determining shareholders entitled to a distribution (other than a           distribution
involving a purchase, redemption or other acquisition of the           corporations
shares) or a share dividend is the date on which the Board of           Directors
authorizes the distribution or share dividend, as the case may be,           unless the
Board of Directors fixes a different record date.

2.07.    Shareholders List
for Meetings. After a Meeting Record Date has           been fixed, the corporation
shall prepare a list of the names of all of the           shareholders entitled to notice
of the meeting. The list shall be arranged by           class or series of shares, if
any, and show the address of and number of shares           held by each shareholder.
Such list shall be available for inspection by any           shareholder, beginning two
(2) business days after notice of the meeting is           given for which the list was
prepared and continuing to the date of the meeting,           at the corporations
principal office or at a place identified in the           meeting notice in the city
where the meeting will be held. A shareholder or his           or her agent may, on
written demand, inspect and, subject to the limitations           imposed by the
Wisconsin Business Corporation Law, copy the list, during regular           business
hours and at his or her expense, during the period that it is available           for
inspection pursuant to this Section 2.07. The corporation shall make the
          shareholders list available at the meeting and any shareholder or his or
          her agent or attorney may inspect the list at any time during 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 a
          meeting of shareholders.

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2.08.    Quorum
and Voting Requirements; Postponements; Adjournments.

(a)               Shares
entitled to vote as a separate voting group may take action on a matter           at any
Annual Meeting or Special Meeting only if a quorum of those shares exists           with
respect to that matter. If the corporation has only one class of stock
          outstanding, such class shall constitute a separate voting group for purposes
of           this Section 2.08. Except as otherwise provided in the articles of
incorporation           or the Wisconsin Business Corporation Law, a majority of the
votes entitled to           be cast on the matter shall constitute a quorum of the voting
group for action           on that matter. Once a share is represented for any purpose at
any Annual           Meeting or Special 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 Meeting
Record Date is or           must be set for the adjourned meeting. If a quorum exists,
except in the case of           the election of directors, action on a matter shall be
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 requires a greater number of affirmative
votes. Unless otherwise           provided in the articles of incorporation, each
director to be elected shall be           elected by a plurality of the votes cast by the
shares entitled to vote in the           election of directors at an Annual Meeting or
Special Meeting at which a quorum           is present.

(b)               The
Board of Directors acting by resolution may postpone and reschedule any
          previously scheduled Annual Meeting or Special Meeting; provided, however,
that a Demand Special Meeting shall not be postponed beyond the           100th day
following the Delivery Date. Any Annual Meeting or Special Meeting may           be
adjourned from time to time, whether or not there is a quorum, (i) at any           time,
upon a resolution by shareholders if the votes cast in favor of such           resolution
by the holders of shares of each voting group entitled to vote on any           matter
theretofore properly brought before the meeting exceed the number of           votes cast
against such resolution by the holders of shares of each such voting           group or
(ii) at any time prior to the transaction of any business at such           meeting, by
the Chairman of the Board, the Chief Executive Officer, the           President or
pursuant to a resolution of the Board of Directors. No notice of           the time and
place of adjourned meetings need be given except as required by the           Wisconsin
Business Corporation Law. At any 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.

2.09.    Conduct
of Meeting. The Chairman of the Board, and in his or her absence,           the Chief
Executive Officer, and in his or her absence, the President, and in           his or her
absence, a Vice President in the order provided under Section 4.09 of           these
bylaws, and in their absence, any person chosen by the shareholders           present
shall call any Annual Meeting or Special Meeting to order and shall act           as
chairperson of the meeting, and the Secretary of the corporation shall act as
          secretary of all meetings of the shareholders, but, in the absence of the
          Secretary, the presiding officer may appoint any other person to act as
          secretary of the meeting.

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2.10.    Proxies.
At any Annual Meeting or Special Meeting, a shareholder may vote           his or her
shares in person or by proxy. A shareholder may appoint a proxy to           vote or
otherwise act for the shareholder by signing an appointment form, either
          personally or by his or her attorney-in-fact. An appointment of a proxy is
          effective when received by the Secretary or other officer or agent of the
          corporation authorized to tabulate votes. An appointment is valid for eleven
          (11) months from the date of its signing unless a different period is expressly
          provided in the appointment form. Unless otherwise provided, a proxy may be
          revoked at any time before it is voted, either by written notice filed with the
          Secretary or the acting secretary of the meeting or by oral notice given by the
          shareholder to the presiding officer during the meeting. The presence of a
          shareholder who has filed his or her appointment of proxy shall not itself
          constitute a revocation. The Board of Directors shall have the power and
          authority to make rules establishing presumptions as to the validity and
          sufficiently of proxies.

2.11.    Voting
of Shares.

(a)              Each
outstanding share shall be entitled to one vote upon each matter submitted           to a
vote at an Annual Meeting or Special Meeting, except to the extent that the
          voting rights of the shares of any class or classes are enlarged, limited or
          denied by the Wisconsin Business Corporation Law or the articles of
          incorporation of the corporation.

(b)              Shares
held by another corporation, if a sufficient number of shares entitled to           elect
a majority of the directors of such other corporation is held directly or
          indirectly by this corporation, shall not be entitled to vote at an Annual
          Meeting or Special Meeting, but shares held in a fiduciary capacity may be
          voted.

2.12.    Action
Without Meeting. Any action required or permitted by the articles           of
incorporation or these bylaws or any provision of the Wisconsin Business
          Corporation Law to be taken at an Annual Meeting or Special Meeting may be
taken           without a meeting if a written consent or consents, describing the action
so           taken, is signed by all of the shareholders entitled to vote with respect to
the           subject matter thereof and delivered to the corporation for inclusion in
the           corporate records.

2.13.    Acceptance
of Instruments Showing Shareholder Action. If the name signed           on a vote,
consent, waiver or proxy appointment corresponds to the name of a           shareholder,
the corporation, if acting in good faith, may accept the vote,           consent, waiver
or proxy appointment and give it effect as the act of a           shareholder. If the
name signed on a vote, consent, waiver or proxy appointment           does not correspond
to the name of a shareholder, the corporation, if acting in           good faith, may
accept the vote, consent, waiver or proxy appointment and give           it effect as the
act of the shareholder if any of the following apply:

(a)              The
shareholder is an entity and the name signed purports to be that of an           officer
or agent of the entity.

(b)              The
name purports to be that of a personal representative, administrator,           executor,
guardian or conservator representing the shareholder and, if the           corporation
requests, evidence of fiduciary status acceptable to the corporation           is
presented with respect to the vote, consent, waiver or proxy appointment.

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(c)              The
name signed purports to be that of a receiver or trustee in bankruptcy of           the
shareholder and, if the corporation requests, evidence of this status
          acceptable to the corporation is presented with respect to the vote, consent,
          waiver or proxy appointment.

(d)              The
name signed purports to be that of a pledgee, beneficial owner, or
          attorney-in-fact of the shareholder and, if the corporation requests, evidence
          acceptable to the corporation of the signatorys authority to sign for the
          shareholder is presented with respect to the vote, consent, waiver or proxy
          appointment.

(e)              Two
or more persons are the shareholders as co-tenants or fiduciaries and the           name
signed purports to be the name of at least one of the co-owners and the           person
signing appears to be acting on behalf of all co-owners.

The corporation 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
basis for doubt about the validity of the signature on it or about the signatorys
authority to sign for the shareholder.

2.14.    Notice
of Shareholder Business and Nomination of Directors.

(a)    Annual
Meetings.

| | (i)                   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
               an Annual Meeting (A) pursuant to the corporations notice of
meeting, (B)                by or at the direction of the Board of Directors or (C) by
any shareholder of                the corporation who is a shareholder of record at the
time of giving of notice                provided for in this bylaw and who is entitled to
vote at the meeting and                complies with the notice procedures set forth in
this Section 2.14.
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| | (ii)                    For
nominations or other business to be properly brought before an Annual
               Meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) of
this                Section 2.14, the shareholder must have given timely notice thereof
in writing                to the Secretary of the corporation. To be timely, a shareholders
notice                shall be received by the Secretary of the corporation at the
principal offices                of the corporation not less than 120 days prior to the
anniversary date of the                mailing of proxy materials by the corporation in
connection with the immediately                preceding Annual Meeting, or, in the case
of the Annual Meeting in 2003, by the                close of business on November 15,
2002; provided, however, that in                the event that the date of
the Annual Meeting in any given year has been changed                by more than thirty
(30) days from the date of the immediately preceding                years Annual
Meeting, notice by the shareholder to be timely must be so                received not
earlier than the 90th day prior to the date of such Annual Meeting                and not
later than the close of business on the later of (x) the 60th day prior                to
such Annual Meeting and (y) the tenth (10th) day following the day
               on which public announcement of the date of such 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 duly                authorized proxy or other representative), shall bear the
date of signature of                such shareholder (or proxy or other representative)
and shall set forth: (A) the                name and address, as they appear on this
corporations books, of such                shareholder and the beneficial owner or
owners, if any, on whose behalf the                nomination or proposal is made; (B)
the class and number of shares of the                corporation which are beneficially
owned by such shareholder or beneficial owner                or owners, by any Person (as
defined in Section 2.02(d)(iii) hereof) who is                Acting in Concert (as
defined in Section 2.14(d) hereof) with or who is an                affiliate or
associate (as such terms are defined in Rule 12b-2 promulgated                under the
Exchange Act) of such shareholder, by any Person who is a member of                any
group with such shareholder with respect to the corporation stock or who is
               known by such shareholder to be supporting such proposal on the date the
notice                is given to the corporation, and by each Person who is in control
of, is                controlled by or is under common control with any of the foregoing
Persons (if                any of the foregoing Persons is a partnership, corporation,
limited liability                company, association or trust, information shall be
provided regarding the name                and address of, and the class and number of
shares of corporation stock which                are beneficially owned by, each partner
in such partnership or limited liability                partnership, each director,
executive officer and shareholder in such                corporation, each member in such
limited liability company or association, and                each trustee and beneficiary
of such trust, and in each case each Person                controlling such entity and
each partner, director, executive officer,                shareholder, member or trustee
of any entity which is ultimately in control of                such partnership,
corporation, limited liability company, association or trust);                (C) 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 or introduce the
other                business specified in the notice; (D) in the case of any proposed
nomination for                election or re-election as a director, (I) the name and
residence address of the                person or persons to be nominated, (II) a
description of all arrangements or                understandings between such shareholder
or beneficial owner or owners and each                nominee and any other person or
persons (naming such person or persons) pursuant                to which the nomination
is to be made by such shareholder, (III) 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 Exchange Act, 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 (IV) 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; (E) in the case of
any other business                that such shareholder proposes to bring before the
meeting, (I) a brief                description of the business desired to be brought
before the meeting and, if                such business includes a proposal to amend
these bylaws, the language of the                proposed amendment, (II) such shareholders
and beneficial owners or                owners reasons for conducting such
business at the meeting and (III) any                material interest in such business
of such shareholder and beneficial owner or                owners; and (F) the
identification of any person retained or to be compensated                by the
shareholder submitting the proposal, or any person acting on his or her
               behalf, to make solicitations or recommendations to shareholders for the
purpose                of assisting in the passage of such proposal and a brief
description of the                terms of such employment, retainer or arrangement for
compensation.
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| | (iii)                    Notwithstanding
anything in the second sentence of paragraph (a)(ii) of this                Section 2.14
to the contrary, in the event that the number of directors to be                elected
to the Board of Directors of the 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
120                days prior to the anniversary date of the mailing of proxy materials
by the                corporation in connection with the immediately preceding Annual
Meeting, or, in                the case of the Annual Meeting in 2003, by the close of
business on November 15,                2002, a shareholders notice required by
this Section 2.14 shall also be                considered timely, but only with respect
to nominees for any new positions                created by such increase, if it shall be
received by the Secretary at the                principal offices of the corporation 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    Special
Meetings. Only such business shall be conducted at a Special           Meeting as
shall have been described in the notice of meeting sent to           shareholders
pursuant to Section 2.04 of these bylaws. 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 (i) by or at the           direction
of the Board of Directors or (ii) by any shareholder of the           corporation who (A)
is a shareholder of record at the time of giving of such           notice of meeting, (B)
is entitled to vote at the meeting and (C) complies with           the notice procedures
set forth in this Section 2.14. Any shareholder desiring           to nominate persons
for election to the Board of Directors at such a Special           Meeting shall cause a
written notice to be received by the Secretary of the           corporation at the
principal offices of the corporation 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 60th day prior to such Special Meeting and (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           duly
authorized proxy or other representative), shall bear the date of signature           of
such shareholder (or proxy or other representative) and shall set forth: (A)
          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; (B) the class and number of shares of the corporation which
          are beneficially owned by such shareholder or beneficial owner or owners, by
any           Person who is Acting in Concert with or who is an affiliate or associate
(as           such terms are defined in Rule 12b-2 promulgated under the Exchange Act) of
such           shareholder, by any Person who is a member of any group with such
shareholder           with respect to the corporation stock or who is known by such
shareholder to be           supporting such proposal on the date the notice is given to
the corporation, and           by each Person who is in control of, is controlled by or
is under common control           with any of the foregoing Persons (if any of the
foregoing Persons is a           partnership, corporation, limited liability company,
association or trust,           information shall be provided regarding the name and
address of, and the class           and number of shares of corporation stock which are
beneficially owned by, each           partner in such partnership or limited liability
partnership, each director,           executive officer and shareholder in such
corporation, each member in such           limited liability company or association, and
each trustee and beneficiary of           such trust, and in each case each Person
controlling such entity and each           partner, director, executive officer,
shareholder, member or trustee of any           entity which is ultimately in control of
such partnership, corporation, limited           liability company, association or
trust); (C) 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; (D) the name and residence address           of the person or persons to be
nominated; (E) a description of all arrangements           or understandings between such
shareholder or beneficial owner or owners and           each nominee and any other person
or persons (naming such person or persons)           pursuant to which the nomination is
to be made by such shareholder; (F) 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
Exchange Act, 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; (G) 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 (H) the identification of any           person retained or to be
compensated by the shareholder submitting the proposal,           or any person acting on
his or her behalf, to make solicitations or           recommendations to shareholders for
the purpose of assisting in the passage of           such proposal and a brief
description of the terms of such employment, retainer           or arrangement for
compensation.

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(c)    General.

| | (i)                    Only
persons who are nominated in accordance with the procedures set forth in
               this Section 2.14 shall be eligible to serve as directors. Only such
business                shall be conducted at an Annual Meeting or Special Meeting as
shall have been                brought before such meeting in accordance with the
procedures set forth in this                Section 2.14. The chairman of the meeting
shall have the power and duty to                determine whether a nomination or any
business proposed to be brought before the                meeting was made in accordance
with the procedures set forth in this Section                2.14 and, if any proposed
nomination or business is not in compliance with this                Section 2.14, to
declare that such defective proposal shall be disregarded.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                    For
purposes of this Section 2.14, 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 Exchange Act.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)                   Notwithstanding
the foregoing provisions of this Section 2.14, a shareholder                shall also
comply with all applicable requirements of the Exchange Act and the                rules
and regulations thereunder with respect to the matters set forth in this
               Section 2.14. Nothing in this Section 2.14 shall be deemed to limit the
               corporations obligation to include shareholder proposals in its
proxy                statement if such inclusion is required by Rule 14a-8 under the
Exchange Act.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)               For
purposes of this Section 2.14, the term Acting in Concert means           (i)
knowing participation in a joint activity or conscious parallel action           towards
a common goal whether or not pursuant to an express agreement or (ii) a
          combination or pooling of voting or other interests in the securities of an
          issuer for a common purpose pursuant to any contract, understanding,
          relationship, agreement or other arrangement, whether written or otherwise.

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ARTICLE III. BOARD OF
DIRECTORS

3.01.    General
Powers, Classification and Number. All corporate powers shall be           exercised
by or under the authority of, and the business affairs of the           corporation
managed under the direction of, the Board of Directors. The number           of directors
of the corporation shall be eight (8), divided into three classes,           designated
as Class I, Class II and Class III; and such classes shall consist of           two (2),
three (3) and three (3) directors, respectively. At each Annual           Meeting, the
successors to the class of directors whose terms shall expire at           the time of
such Annual Meeting shall be elected to hold office until the third           succeeding
Annual Meeting, and until their successors are duly elected and           qualified.

3.02.    Tenure
and Qualifications. Each director shall hold office until the next           Annual
Meeting in the year in which such directors term expires and until           his or
her successor shall have been duly elected and, if necessary, qualified,           or
until there is a decrease in the number of directors which takes effect after
          the expiration of his or her term, or until his or her prior retirement, death,
          resignation or removal. A director may be removed from office only as provided
          in the articles of incorporation at a meeting of the shareholders called for
the           purpose of removing the director, and the meeting notice shall state that
the           purpose, or one of the purposes, of the meeting is removal of the director.
A           director may resign at any time by delivering written notice which complies
with           the Wisconsin Business Corporation Law to the Board of Directors, to the
          Chairman of the Board, the Chief Executive Officer or to the corporation. A
          directors resignation is effective when the notice is delivered unless
the           notice specifies a later effective date. Directors need not be residents of
the           State of Wisconsin or shareholders of the corporation. Except as set forth
          herein or in the articles of incorporation, no other restrictions, limitations
          or qualifications may be imposed on individuals for service as a director.

3.03.    Regular
Meetings. A regular meeting of the Board of Directors shall be           held without
other notice than this bylaw immediately after the Annual Meeting           and each
adjourned session thereof. The place of such regular meeting shall be           the same
as the place of the Annual Meeting which precedes it, or such other           suitable
place as may be announced at such Annual Meeting. The Board of           Directors may
provide, by resolution, the date, time and place, either within or           without the
State of Wisconsin, for the holding of additional regular meetings           of the Board
of Directors without other notice than such resolution.

3.04.    Special
Meetings. Special meetings of the Board of Directors may be           called by or at
the request of the Chairman of the Board, the Chief Executive           Officer, the
President or any three directors. The Chairman of the Board, the           Chief
Executive Officer or the President 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, and if no other place is fixed the place of the meeting
          shall be the principal office of the corporation in the State of Wisconsin.

3.05.    Notice;
Waiver. Notice of each meeting of the Board of Directors (unless           otherwise
provided in or pursuant to Section 3.03 of these bylaws) shall be           given by
written notice delivered in person, by telegraph, teletype, facsimile           or other
form of wire or wireless communication, or by mail or private carrier,           to each
director at his business address or at such other address as such           director
shall have designated in writing filed with the Secretary, in each case           not
less than forty-eight (48) hours prior to the meeting. The notice need not
          describe the purpose of the meeting of the Board of Directors or the business
to           be transacted at such meeting. If mailed, such notice shall be deemed to be
          effective when deposited in the United States mail so addressed, with postage
          thereon prepaid. If notice is given by telegram, such notice shall be deemed to
          be effective when the telegram is delivered to the telegraph company. If notice
          is given by private carrier, such notice shall be deemed to be effective when
          delivered to the private carrier. Whenever any notice whatever is required to
be           given to any director of the corporation under the articles of incorporation
or           these bylaws or any provision of the Wisconsin Business Corporation Law, a
          waiver thereof in writing, signed at any time, whether before or after the date
          and time of meeting, by the director entitled to such notice shall be deemed
          equivalent to the giving of such notice. The corporation shall retain any such
          waiver as part of the permanent 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 or transacting business
at the           meeting and does not thereafter vote for or assent to action taken at
the           meeting.

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3.06.    Quorum.
Except as otherwise provided by the Wisconsin Business           Corporation Law or by
the articles of incorporation or these bylaws, a majority           of the number of
directors specified in Section 3.01 of these bylaws shall           constitute a quorum
for the transaction of business at any meeting of the Board           of Directors.
Except as otherwise provided by the Wisconsin Business Corporation           Law or by
the articles of incorporation or by these bylaws, a quorum of any           committee of
the Board of Directors created pursuant to Section 3.12 of these           bylaws shall
consist of a majority of the number of directors appointed to serve           on the
committee. A majority of the directors present (though less than such           quorum)
may adjourn any meeting of the Board of Directors or any committee           thereof, as
the case may be, from time to time without further notice.

3.07.    Manner
of Acting. The affirmative vote of a majority of the directors           present at a
meeting of the Board of Directors or a committee thereof at which a           quorum is
present shall be the act of the Board of Directors or such committee,           as the
case may be, unless the Wisconsin Business Corporation Law, the articles           of
incorporation or these bylaws require the vote of a greater number of
          directors.

3.08.    Conduct
of Meetings. The Chairman of the Board, and in his or her           absence, the
Chief Executive Officer, and in his or her absence, the President,           and in his
or her absence, a Vice President in the order provided under Section           4.09 of
these bylaws, and in their absence, any director chosen by the directors
          present, shall call meetings of the Board of Directors to order and shall act
as           chairperson of the meeting. The Secretary of the corporation shall act as
          secretary of all meetings of the Board of Directors but in the absence of the
          Secretary, the presiding officer may appoint any other person present to act as
          secretary of the meeting. Minutes of any regular or special meeting of the
Board           of Directors shall be prepared and distributed to each director.

3.09.    Vacancies.
Any vacancies occurring in the Board of Directors, including a           vacancy created
by an increase in the number of directors, shall be filled only           as provided in
the articles of incorporation. A vacancy that will occur at a           specific later
date, because of a resignation effective at a later date or           otherwise, may be
filled before the vacancy occurs, but the new director may not           take office
until the vacancy occurs.

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3.10.    Compensation.
The Board of Directors, 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 may delegate such           authority to an appropriate
committee. The Board of Directors also shall have           authority to provide for or
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 by           such directors, officers
and employees to the corporation.

3.11.    Presumption
of Assent. A director who is present and is announced as           present at a
meeting of the Board of Directors or any committee thereof created           in
accordance with Section 3.12 of these bylaws, when corporate action is taken,
          assents to the action taken unless any of the following occurs: (a) the
director           objects at the beginning of the meeting or promptly upon his or her
arrival to           holding the meeting or transacting business at the meeting; (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; (c) the director delivers written notice that complies with the
Wisconsin           Business Corporation Law of his or her 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 that
complies with           the Wisconsin Business Corporation Law promptly after receiving
the minutes.           Such right of dissent or abstention shall not apply to a director
who votes in           favor of the action taken.

3.12.    Committees.
The Board of Directors by resolution adopted by the           affirmative vote of a
majority of all of the directors then in office may create           one or more
committees, appoint members of the Board of Directors to serve on           the
committees and designate other members of the Board of Directors to serve as
          alternates. Each committee shall have two or more members who shall, unless
          otherwise provided by the Board of Directors, serve at the pleasure of the
Board           of Directors. A committee may be authorized to exercise the authority of
the           Board of Directors, except that a committee may not 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, unless the Board
of Directors           provides by resolution that vacancies on a committee shall be
filled by the           affirmative vote of the remaining committee members, on any Board
committee; (d)           amend the corporations articles of incorporation; (e)
adopt, amend or           repeal 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 Board of Directors; and (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 to do so within           limits prescribed by the Board of Directors. Unless
otherwise provided by the           Board of Directors in creating the committee, a
committee may employ counsel,           accountants and other consultants to assist it in
the exercise of its authority.

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3.13.    Telephonic
Meetings. Except as herein provided and notwithstanding any           place set forth
in the notice of the meeting or these bylaws, members of the           Board of Directors
(and any committees thereof created pursuant to Section 3.12           of these bylaws)
may participate in regular or special meetings by, or through           the use of, any
means of communication by which all participants may           simultaneously hear each
other, such as by conference telephone. If a meeting is           conducted by such
means, then at the commencement of such meeting the presiding           officer shall
inform the participating directors that a meeting is taking place           at which
official business may be transacted. Any participant in a meeting by           such means
shall be deemed present in person at such meeting. Notwithstanding           the
foregoing, no action may be taken at any meeting held by such means on any
          particular matter which the presiding officer determines, in his or her sole
          discretion, to be inappropriate under the circumstances for action at a meeting
          held by such means. Such determination shall be made and announced in advance
of           such meeting.

3.14.    Action
Without Meeting. Any action required or permitted by the Wisconsin           Business
Corporation Law to be taken at a meeting of the Board of Directors or a
          committee thereof created pursuant to Section 3.12 of these bylaws may be taken
          without a meeting if the action is taken by all members of the Board or of the
          committee. The action shall be evidenced by one or more written consents
          describing the action taken, signed by each director or committee member and
          retained by the corporation. Such action shall be effective when the last
          director or committee member signs the consent, unless the consent specifies a
          different effective date.

ARTICLE IV. OFFICERS

4.01.    Number.
The principal officers of the corporation shall be a Chief           Executive Officer, a
President, the number of Vice Presidents as authorized from           time to time by the
Board of Directors, a Secretary, and a Treasurer, each of           whom shall be elected
by the Board of Directors. A Chairman of the Board may be           elected by the Board
of Directors from among its members. In addition, such           other officers and
assistant officers as may be deemed necessary may be elected           or appointed by
the Board of Directors. The Board of Directors may also           authorize any duly
appointed officer to appoint one or more officers or           assistant officers. Any
two or more offices may be held by the same person.

4.02.    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 each 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 is practicable.           Each officer
shall hold office until his or her successor shall have been duly           elected or
until his or her prior death, resignation or removal.

4.03.    Removal.
The Board of Directors may remove any officer and, unless           restricted by the
Board of Directors or these bylaws, an officer may remove any           officer or
assistant officer appointed by that officer, at any time, with or           without cause
and notwithstanding the contract rights, if any, of the officer           removed. The
appointment of an officer does not of itself create contract           rights.

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4.04.    Resignation.
An officer may resign at any time by delivering notice to           the corporation that
complies with the Wisconsin Business Corporation Law. The           resignation shall be
effective when the notice is delivered, unless the notice           specifies a later
effective date and the corporation accepts the later effective           date.

4.05.    Vacancies.
A vacancy in any principal office because of death,           resignation, removal,
disqualification or otherwise, shall be filled by the           Board of Directors for
the unexpired portion of the term. If a resignation of an           officer is effective
at a later date as contemplated by Section 4.04 of these           bylaws, the Board of
Directors may fill the pending vacancy before the effective           date if the Board
provides that the successor may not take office until the           effective date.

4.06.    Chairman
of the Board. The Board of Directors may elect one of its           members the
Chairman of the Board. The Chairman of the Board shall preside at           all meetings
of the shareholders and directors at which he or she is present. He           or she
shall be ex-officio, a member of all standing committees and shall be           chairman
of such committees as is determined by the Board of Directors. He or           she shall
serve in a general executive capacity and have such other powers and           duties as
may from time to time be prescribed by these bylaws or by resolution           of the
Board of Directors.

4.07.    Chief
Executive Officer. The Chief Executive Officer shall be the           principal
executive officer of the corporation and, subject to the direction of           the Board
of Directors, shall in general supervise and control all of the           business and
affairs of the corporation. In the absence of the Chairman of the           Board, the
Chief Executive Officer shall, when present, preside at all meetings           of the
shareholders and of the Board of Directors. He or she shall have           authority,
subject to such rules as may be prescribed by the Board of Directors,           to
appoint such agents and employees of the corporation as he or she shall deem
          necessary, to prescribe their powers, duties and compensation, and to delegate
          authority to them. Such agents and employees shall hold office at the
discretion           of the Chief Executive Officer. He or she 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
resolution           of the Board of Directors; and, except as otherwise provided by law
or the Board           of Directors, he or she may authorize the President or any Vice
President or           other officer or agent of the corporation to sign, execute and
acknowledge such           documents or instruments in his or her place and stead. In
general he or she           shall perform all duties incident to the office of Chief
Executive Officer and           such other duties as may be prescribed by the Board of
Directors from time to           time.

4.08.    President.
The President shall be the principal operating officer of the           corporation and,
subject to the direction of the Board of Directors and the           Chief Executive
Officer, shall in general supervise and control all of the           continuing
operations of the corporation. The President shall have authority,           subject to
the authority of the Chief Executive Officer and to such rules as may           be
prescribed by the Board of Directors, to appoint such agents and employees of
          the corporation as he or she shall deem necessary, to prescribe their powers,
          duties and compensation, and to delegate authority to them. Such agents and
          employees shall hold office at the discretion of the President. He or she 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 Chief Executive Officer or by resolution of the Board of Directors; and,
          except as otherwise provided by law, the Chief Executive Officer or the Board
of           Directors, he or she may authorize any Vice President or other officer or
agent           of the corporation to sign, execute and acknowledge such documents or
          instruments in his or her place and stead. In general he or she shall perform
          all duties incident to the office of President and such other duties as may be
          prescribed by the Board of Directors or the Chief Executive Officer from time
to           time.

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4.09.    The
Vice Presidents. In the absence of the President or in the event of           the
Presidents death, inability or refusal to act, or in the event for any
          reason it shall be impracticable for the President to act personally, the Vice
          President (or in the event there be more than one Vice President, the Vice
          Presidents in the order designated by the Board of Directors, or in the absence
          of any designation, then in the order of their election) 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 and have such authority as
from           time to time may be delegated or assigned to him or her by the Chief
Executive           Officer, the President or by the Board of Directors. The execution of
any           instrument of the corporation by any Vice President shall be conclusive
          evidence, as to third parties, of his or her authority to act in the stead of
          the President.

4.10.    The
Secretary. The Secretary shall: (a) keep minutes of the meetings of           the
shareholders and of the Board of Directors (and of committees thereof) in           one
or more books provided for that purpose (including records of actions taken           by
the shareholders or the Board of Directors (or committees thereof) without a
          meeting); (b) see that all notices are duly given in accordance with the
          provisions of these bylaws or as required by the Wisconsin Business Corporation
          Law; (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) maintain a record of the shareholders of the corporation,
in a           form that permits preparation of a list of the names and addresses of all
          shareholders, by class or series of shares and showing the number and class or
          series of shares held by each shareholder; (e) sign with the Chairman of the
          Board, the Chief Executive Officer, 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; (f) have general
charge           of the stock transfer books of the corporation; and (g) in general
perform all           duties incident to the office of Secretary and have such other
duties and           exercise such authority as from time to time may be delegated or
assigned by the           Chief Executive Officer, the President or by the Board of
Directors.

4.11.    The
Treasurer. The Treasurer shall: (a) have charge and custody of and be
          responsible for all funds and securities of the corporation; (b) maintain
          appropriate accounting records; (c) receive and give receipts for moneys due
and           payable to the corporation from any source whatsoever, and deposit all such
          moneys in the name of the corporation in such banks, trust companies or other
          depositaries as shall be selected in accordance with the provisions of Section
          5.04 of these bylaws; and (d) in general perform all of the duties incident to
          the office of Treasurer and have such other duties and exercise such other
          authority as from time to time may be delegated or assigned by the Chief
          Executive Officer, the President or by the Board of Directors. If required by
          the Board of Directors, the Treasurer shall give a bond for the faithful
          discharge of his or her duties in such sum and with such surety or sureties as
          the Board of Directors shall determine.

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4.12.    Assistant
Secretaries and Assistant Treasurers. There shall be such           number of
Assistant Secretaries and Assistant Treasurers as the Board of           Directors may
from time to time authorize. The Assistant Secretaries may sign           with the
Chairman of the Board, the Chief Executive Officer, 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 Treasurers shall respectively, if required by the Board of Directors,
          give bonds for the faithful discharge of their duties in such sums and with
such           sureties as the Board of Directors shall determine. The Assistant
Secretaries           and Assistant Treasurers, in general, shall perform such duties and
have such           authority as shall from time to time be delegated or assigned to them
by the           Secretary or the Treasurer, respectively, or by the Chief Executive
Officer, the           President or the Board of Directors.

4.13.    Other
Assistants and Acting Officers. The Board of Directors shall have           the power
to appoint, or to authorize any duly appointed officer of the           corporation to
appoint, any person to act as assistant to any officer, or as           agent for the
corporation in his or her stead, or to perform the duties of such           officer
whenever for any reason it is impracticable for such officer to act           personally,
and such assistant or acting officer or other agent so appointed by           the Board
of Directors or an authorized officer shall have the power to perform           all the
duties of the office to which he or she is so appointed to be an           assistant, or
as to which he or she is so appointed to act, except as such power           may be
otherwise defined or restricted by the Board of Directors or the           appointing
officer.

4.14.    Salaries.
The salaries of the principal officers shall be fixed from time           to time by the
Board of Directors or by a duly authorized committee thereof, and           no officer
shall be prevented from receiving such salary by reason of the fact           that he or
she is also a director of the corporation.

ARTICLE V. CONTRACTS,
LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

5.01.    Contracts.
The Board of Directors may authorize any officer or officers,           agent or agents,
to enter into any contract or execute or deliver any instrument           in the name of
and on behalf of the corporation, and such authorization may be           general or
confined to specific instances. 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 Chief           Executive Officer, the
President or one of the Vice Presidents and by the           Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer; the           Secretary or an
Assistant Secretary, when necessary or required, shall affix the           corporate
seal, if any, 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.

5.02.    Loans.
No indebtedness for borrowed money shall be contracted on behalf           of the
corporation and no evidences of such indebtedness shall be issued in its           name
unless authorized by or under the authority of a resolution of the Board of
          Directors. Such authorization may be general or confined to specific instances.

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5.03.    Checks,
Drafts, etc. All checks, drafts or other orders for the payment           of money,
notes or other evidences of indebtedness issued in the name of the           corporation,
shall be signed by such officer or officers, agent or agents of the           corporation
and in such manner as shall from time to time be determined by or           under the
authority of a resolution of the Board of Directors.

5.04.    Deposits.
All funds of the corporation not otherwise employed shall be           deposited from
time to time to the credit of the corporation in such banks,           trust companies or
other depositaries as may be selected by or under the           authority of a resolution
of the Board of Directors.

5.05.    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 Chief Executive Officer or the           President of this
corporation if any of them shall be present, or in their           absence by any Vice
President of this corporation who may be present, and (b)           whenever, in the
judgment of the Chairman of the Board, the Chief Executive           Officer or the
President, or in their absence, of any 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 Chief Executive Officer, the           President or one of the
Vice Presidents of this corporation, without necessity           of any authorization by
the Board of Directors, affixation of corporate seal, if           any, 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.

5.06.    No
Nominee Procedures. The corporation has not established, and nothing           in
these bylaws shall be deemed to establish, any procedure by which a           beneficial
owner of the corporations shares that are registered in the           name of a
nominee is recognized by the corporation as a shareholder under           Section
180.0723 of the Wisconsin Business Corporation Law.

ARTICLE VI.
CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.01.    Certificates
for Shares. Certificates representing shares of the           corporation shall be in
such form, consistent with the Wisconsin Business           Corporation Law, as shall be
determined by the Board of Directors. Such           certificates shall be signed by the
Chairman of the Board, the Chief Executive           Officer, 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 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 of these bylaws.

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6.02.    Facsimile
Signatures and Seal. The seal of the corporation, if any, on           any
certificates for shares may be a facsimile. The signature of the Chairman of
          the Board, the Chief Executive Officer, the President or Vice President and the
          Secretary or Assistant Secretary upon a certificate may be facsimiles if the
          certificate is manually signed on behalf of a transfer agent, or a registrar,
          other than the corporation itself or an employee of the corporation.

6.03.    Signature
by Former Officers. The validity of a share certificate is not           affected if
a person who signed the certificate (either manually or in           facsimile) no longer
holds office when the certificate is issued.

6.04.    Transfer
of Shares. Prior to due presentment of a certificate for shares           for
registration of transfer the corporation may treat the registered owner of           such
shares as the person exclusively entitled to vote, to receive notifications           and
otherwise to have and exercise all the rights and power 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 such
          endorsements are genuine and effective and 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           certificates
for shares have been lost, destroyed or wrongfully taken, a new           certificate
shall be issued in place thereof if the owner (a) so requests before           the
corporation has notice that such shares have been acquired by a bona fide
          purchaser, (b) files with the corporation a sufficient indemnity bond if
          required by the Board of Directors or any principal officer, 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 Board of Directors may authorize shares to           be issued for
consideration consisting 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.
Before the corporation issues shares, the Board of Directors shall           determine
that the consideration received or to be received for the shares to be           issued
is adequate. In the absence of a resolution adopted by the Board of           Directors
expressly determining that the consideration received or to be           received is
adequate, Board of Directors approval of the issuance of the shares           shall be
deemed to constitute such a determination. The determination of the           Board of
Directors is conclusive insofar as the adequacy of consideration for           the
issuance of shares relates to whether the shares are validly issued, fully           paid
and nonassessable. The corporation may place in escrow shares issued in           whole
or in part for a contract for future services or benefits, a promissory           note,
or other property to be issued in the future, 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 or property are received or the promissory note is paid. If the
          services are not performed, the benefits or property are not received or the
          promissory note is not paid, the corporation may cancel, in whole or in part,
          the shares escrowed or restricted and the distributions credited.

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6.08.       Stock
Regulations. The Board of Directors shall have the power and           authority to
make all such further rules and regulations not inconsistent with           law as it may
deem expedient concerning the issue, transfer and registration of           shares of the
corporation.

ARTICLE VII. SEAL

7.01.              The
Board of Directors may provide for a corporate seal for the corporation.

ARTICLE VIII. FISCAL
YEAR

8.01.              The
fiscal year of the corporation shall be from January 1 to December 31.

ARTICLE IX.
INDEMNIFICATION

9.01.    Certain
Definitions. All capitalized terms used in this Article IX and           not
otherwise hereinafter defined in this Section 9.01 shall have the meaning           set
forth in Section 180.0850 of the Statute. The following capitalized terms
          (including any plural forms thereof) used in this Article IX shall be defined
as           follows:

(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)              Authority shall
mean the entity selected by the Director or Officer           to determine his or her
right to indemnification pursuant to Section 9.04.

(c)              Board shall
mean the entire then elected and serving Board of           Directors of the Corporation,
including all members thereof who are Parties to           the subject Proceeding or any
related Proceeding.

(d)              Breach
of Duty shall mean the Director or Officer breached or failed           to perform
his or her duties to the Corporation and his or her breach of or           failure to
perform those duties is determined, in accordance with Section 9.04,           to
constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4 of the           Statute.

(e)              Corporation, as
used herein and as defined in the Statute and           incorporated by reference into
the definitions of certain other capitalized           terms used herein, shall mean this
Corporation, including, without limitation,           any successor corporation or entity
to this Corporation by way of merger,           consolidation or acquisition of all or
substantially all of the capital stock or           assets of this Corporation.

(f)               Director
or Officer shall have the meaning set forth in the Statute;           provided,
that, for purposes of this Article IX, 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.

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(g)              Disinterested
Quorum shall mean a quorum of the Board who are not           Parties to the
subject Proceeding or any related Proceeding.

(h)              Party shall
have the meaning set forth in the Statute; provided,           that, for purposes of this
Article IX, the term Party shall also           include any Director or
Officer or employee of the Corporation who is or was a           witness in a Proceeding
at a time when he or she has not otherwise been formally           named a Party thereto.

(i)              Proceeding shall
have the meaning set forth in the Statute;           provided, that, in accordance with
Section 180.0859 of the Statute and for           purposes of this Article IX, the term
Proceeding shall also include           all Proceedings (i) brought under (in
whole or in part) the Securities Act of           1933, as amended, the Exchange Act,
their respective state counterparts, and/or           any rule or regulation promulgated
under any of the foregoing; (ii) brought           before an Authority or otherwise to
enforce rights hereunder; (iii) any appeal           from a Proceeding; and (iv) any
Proceeding in which the Director or Officer is a           plaintiff or petitioner
because he or she is a Director or Officer; provided,           however, that any such
Proceeding under this subsection (iv) must be authorized           by a majority vote of
a Disinterested Quorum.

(j)              Statute shall
mean Sections 180.0850 through 180.0859, inclusive, of           the Wisconsin Business
Corporation Law, Chapter 180 of the Wisconsin Statutes,           as the same shall then
be in effect, including any amendments thereto, but, in           the case of any such
amendment, only to the extent such amendment permits or           requires the
Corporation to provide broader indemnification rights than the           Statute
permitted or required the Corporation to provide prior to such           amendment.

9.02.       
          Mandatory Indemnification. To the fullest extent permitted or required by
          the Statute, the Corporation shall indemnify a Director or Officer against all
          Liabilities incurred by or on behalf of such Director or Officer in connection
          with a Proceeding in which the Director or Officer is a Party because he or she
          is a Director or Officer.

9.03.    Procedural
Requirements.

(a)               A
Director or Officer who seeks indemnification under Section 9.02 shall make a
          written request therefor to the Corporation. Subject to Section 9.03(b), within
          60 days of the Corporations receipt of such request, the Corporation
shall           pay or reimburse the Director or Officer for the entire amount of
Liabilities           incurred by the Director or Officer in connection with the subject
Proceeding           (net of any Expenses previously advanced pursuant to Section 9.05).

(b)              No
indemnification shall be required to be paid by the Corporation pursuant to
          Section 9.02 if, within such 60-day period, (i) a Disinterested Quorum, by a
          majority vote thereof, determines that the Director or Officer requesting
          indemnification engaged in misconduct constituting a Breach of Duty or (ii) a
          Disinterested Quorum cannot be obtained.

(c)              In
either case of nonpayment pursuant to Section 9.03(b), the Board shall
          immediately authorize by resolution that an Authority, as provided in Section
          9.04, determine whether the Directors or Officers conduct
          constituted a Breach of Duty and, therefore, whether indemnification should be
          denied hereunder.

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(d)              (i)
If the Board does not authorize an Authority to determine the           Directors
or Officers right to indemnification hereunder within such           60-day period
and/or (ii) if indemnification of the requested amount of           Liabilities is paid
by the Corporation, then it shall be conclusively presumed           for all purposes
that a Disinterested Quorum has affirmatively determined that           the Director or
Officer did not engage in misconduct constituting a Breach of           Duty and, in the
case of subsection (i) above (but not subsection (ii)),           indemnification by the
Corporation of the requested amount of Liabilities shall           be paid to the
Director or Officer immediately.

9.04.    Determination
of Indemnification.

(a)               If
the Board authorizes an Authority to determine a Directors or           Officers
right to indemnification pursuant to Section 9.03, then the           Director or Officer
requesting indemnification shall have the absolute           discretionary authority to
select one of the following as such Authority:

| | (i)                    An
independent legal counsel; provided, that such counsel shall be mutually
               selected by such Director or Officer and by a majority vote of a
Disinterested                Quorum or, if a Disinterested Quorum cannot be obtained,
then by a majority vote                of the Board;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                    A
panel of three arbitrators selected from the panels of arbitrators of the
               American Arbitration Association in Wisconsin; provided, however,
               that (A) one arbitrator shall be selected by such Director or Officer, the
               second arbitrator shall be selected by a majority vote of a Disinterested
Quorum                or, if a Disinterested Quorum cannot be obtained, then by a
majority vote of the                Board, and the third arbitrator shall be selected by
the two previously selected                arbitrators, and (B) in all other respects,
such panel shall be governed by the                American Arbitration Associations
then existing Commercial Arbitration                Rules; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)                   A
court pursuant to and in accordance with Section 180.0854 of the Statute.
| | ---------------------------------------------------------------------------------------------------

(b)              In
any such determination by the selected Authority there shall exist a           rebuttable
presumption that the Directors or Officers conduct did           not
constitute a Breach of Duty and that indemnification against the requested
          amount of Liabilities is required. The burden of rebutting such a presumption
by           clear and convincing evidence shall be on the Corporation or such other
party           asserting that such indemnification should not be allowed.

(c)              The
Authority shall make its determination within 60 days of being selected and
          shall submit a written opinion of its conclusion simultaneously to both the
          Corporation and the Director or Officer.

(d)              If
the Authority determines that indemnification is required hereunder, the
          Corporation shall pay the entire requested amount of Liabilities (net of any
          Expenses previously advanced pursuant to Section 9.05), including interest
          thereon at a reasonable rate, as determined by the Authority, within 10 days of
          receipt of the Authoritys opinion; provided, however, that
          if it is determined by the Authority that a Director or Officer is entitled to
          indemnification against Liabilities incurred in connection with some claims,
          issues or matters, but not as to other claims, issues or matters, involved in
          the subject Proceeding, the Corporation shall be required to pay (as set forth
          above) only the amount of such requested Liabilities as the Authority shall
deem           appropriate in light of all of the circumstances of such Proceeding.

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(e)              The
determination by the Authority that indemnification is required hereunder           shall
be binding upon the Corporation regardless of any prior determination that           the
Director or Officer engaged in a Breach of Duty.

(f)              All
Expenses incurred in the determination process under this Section 9.04 by
          either the Corporation or the Director or Officer, including, without
          limitation, all Expenses of the selected Authority, shall be paid by the
          Corporation.

9.05.    Mandatory
Allowance of Expenses.

(a)               The
Corporation shall pay or reimburse from time to time or at any time, within           10
days after the receipt of the Directors or Officers written           request
therefor, the reasonable Expenses of the Director or Officer as such           Expenses
are incurred; provided, the following conditions are satisfied:

| | (i)                    The
Director or Officer furnishes to the Corporation an executed written
               certificate affirming his or her good faith belief that he or she has not
               engaged in misconduct which constitutes a Breach of Duty; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                    The
Director or Officer furnishes to the Corporation an unsecured executed
               written agreement to repay any advances made under this Section 9.05 if it
is                ultimately determined by an Authority that he or she is not entitled to
be                indemnified by the Corporation for such Expenses pursuant to Section
9.04.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)               If
the Director or Officer must repay any previously advanced Expenses pursuant           to
this Section 9.05, such Director or Officer shall not be required to pay
          interest on such amounts.

9.06.    Indemnification
and Allowance of Expenses of Certain Others.

(a)               The
Board may, in its sole and absolute discretion as it deems appropriate,
          pursuant to a majority vote thereof, indemnify a director or officer of an
          Affiliate (who is not otherwise serving as a Director or Officer) against all
          Liabilities, and shall advance the reasonable Expenses, incurred by such
          director or officer in a Proceeding to the same extent hereunder as if such
          director or officer incurred such Liabilities because he or she was a Director
          or Officer, if such director or officer is a Party thereto because he or she is
          or was a director or officer of the Affiliate.

(b)              The
Corporation shall indemnify an employee of the Corporation who is not a
          Director or Officer, to the extent 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.

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(c)              The
Board may, in its sole and absolute discretion as it deems appropriate,
          pursuant to a majority vote thereof, indemnify (to the extent not otherwise
          provided in Section 9.06(b) hereof) against Liabilities incurred by, and/or
          provide for the allowance of reasonable Expenses of, an employee or authorized
          agent of the Corporation acting within the scope of his or her duties as such
          and who is not otherwise a Director or Officer.

9.07.    Insurance.
The Corporation may purchase and maintain insurance on behalf           of a Director or
Officer or any individual who is or was an employee or           authorized agent of the
Corporation against any Liability asserted against or           incurred by such
individual in his or her capacity as such or arising from his           or her status as
such, regardless of whether the Corporation is required or           permitted to
indemnify against any such Liability under this Article IX.

9.08.    Notice
to the Corporation. A Director, Officer or employee of the           Corporation
shall promptly notify the Corporation in writing when he or she has           actual
knowledge of a Proceeding which may result in a claim of indemnification
          against Liabilities or allowance of Expenses hereunder, but the failure to do
so           shall not relieve the Corporation of any liability to the Director, Officer
or           employee hereunder unless the Corporation shall have been irreparably
prejudiced           by such failure (as determined, in the case of Directors or Officers
only, by an           Authority selected pursuant to Section 9.04(a)).

9.09.    Severability.
If any provision of this Article IX shall be deemed invalid           or inoperative, or
if a court of competent jurisdiction determines that any of           the provisions of
this Article IX contravene public policy, this Article IX           shall be construed so
that the remaining provisions shall not be affected, but           shall remain in full
force and effect, and any such provisions which are invalid           or inoperative or
which contravene public policy shall be deemed, without           further action or deed
by or on behalf of the Corporation, to be modified,           amended and/or limited, but
only to the extent necessary to render the same           valid and enforceable; it being
understood that it is the Corporations           intention to provide the Directors
and Officers with the broadest possible           protection against personal liability
allowable under the Statute.

9.10.    Nonexclusivity
of Article IX. The rights of a Director, Officer or           employee of the
Corporation (or any other person) granted under this Article IX           shall not be
deemed exclusive of any other rights to indemnification against           Liabilities or
allowance of Expenses which the Director, Officer or employee (or           such other
person) may be entitled to under any written agreement, Board           resolution, vote
of shareholders of the corporation or otherwise, including,           without limitation,
under the Statute. Nothing contained in this Article IX           shall be deemed to
limit the Corporations obligations to indemnify against           Liabilities or
allow Expenses to a Director, Officer or employee of the           Corporation under the
Statute.

9.11.    Contractual
Nature of Article IX; Repeal or Limitation of Rights. This           Article IX shall
be deemed to be a contract between the Corporation and each           Director, Officer
and employee of the Corporation and any repeal or other           limitation of this
Article IX or any repeal or limitation of the Statute or any           other applicable
law shall not limit any rights of indemnification against           Liabilities or
allowance of Expenses then existing or arising out of events,           acts or omissions
occurring prior to such repeal or limitation, including,           without limitation,
the right to indemnification against Liabilities or           allowance of Expenses for
Proceedings commenced after such repeal or limitation           to enforce this Article
IX with regard to acts, omissions or events arising           prior to such repeal or
limitation.

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ARTICLE X. AMENDMENTS

10.01.    By
Shareholders. Except as otherwise provided in the articles of           incorporation
or these bylaws, these bylaws may be amended or repealed and new           bylaws may be
adopted by the shareholders at any Annual Meeting or Special           Meeting at which a
quorum is in attendance.

10.02.    By
Directors. Except as otherwise provided by the Wisconsin Business
          Corporation Law or the articles of incorporation, these bylaws may also be
          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 any
meeting           at which a quorum is in attendance; provided, however,
that the           shareholders in adopting, amending or repealing a particular bylaw may
provide           therein that the Board of Directors may not amend, repeal or readopt
that bylaw.

10.03.    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 which 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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