Exhibit 3.3

# BYLAWS OF

# RIDGESTONE FINANCIAL
SERVICES, INC.

ARTICLE I.  OFFICES

The
principal office of the Corporation shall be located in the City of Brookfield, Waukesha
County, Wisconsin.

ARTICLE II.  SHAREHOLDERS

SECTION
1.  Annual Meeting.  The regular annual meeting of the shareholders for the
purposes of electing directors and for the transaction of such other business as may come
before the meeting shall be held in March or April of each year, as established by the
Board of Directors, and the Board of Directors shall establish the annual meeting date
during the month of January preceding the annual meeting. If the election of directors is
not held on the day designated for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as may be convenient.

SECTION
2.  Special Meetings.  Special meetings of the shareholders, for any purpose,
unless otherwise prescribed by statute, may be called by the Chief Executive Officer,
President, Chief Operating Officer or the Board of Directors, and shall be called by the
Chief Executive Officer or President at the request of shareholders owning, in the
aggregate, not less than ten percent (10%) of all the outstanding shares of the
Corporation entitled to vote at the meeting, provided that such shareholders deliver a
signed and dated written demand to the Corporation, describing the purpose(s) for which
the meeting is to be held.

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

SECTION
4.  Notice of Meeting.  Written notice stating the place, day and hour
of the meeting, and, in case of a special meeting, the purpose for which the meeting is
called, shall be delivered not less than ten (10) days (unless a longer period is
required by law) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by or at the direction of the President or the Secretary,
to each shareholder of record entitled to vote at the meeting. If mailed, the notice
shall be deemed to be delivered 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, postage prepaid.

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SECTION
5.  Quorum; Manner of Acting.  Except as otherwise provided by
law, a majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. A majority of the votes cast at any meeting at which a quorum is present
shall be decisive of any motion, except that each director shall be elected by a
plurality of the votes cast by the shares entitled to vote. Though less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting.

SECTION
6.  Closing of Transfer Books or Fixing of Record Date.  For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or shareholders entitled to receive payment of any dividend,
or in order to make a determination of shareholders for any other proper purpose, the
Board of Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, sixty (60) days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten (10)
days immediately preceding such meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty (60)
days and, in case of a meeting of shareholders, not less than ten (10) days prior to
the date on which the particular action, requiring such determination of shareholders, is
to be taken. If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the close of
business on the date next preceding the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall be
applied to any adjournment thereof except where the determination has been made through
the closing of the stock transfer books and the stated period of closing has expired.

SECTION
7.  Nomination of Directors.  Nominations for election to the Board of
Directors may be made by the Board of Directors or by any shareholder of any outstanding
class of capital stock of the Corporation entitled to vote for election of directors.
Nominations, other than those made by or on behalf of the existing management of the
Corporation, shall be made in writing and shall be delivered or mailed to the President
of the Corporation not less than 14 days nor more than 50 days prior to any
meeting of shareholders called for the election of directors, provided, however, that if
less than 21 days notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the Corporation not later
than the close of business on the seventh day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information to the
extent known to the notifying shareholder: (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the Corporation that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and (e) the
number of shares of capital stock of the Corporation owned by the notifying shareholder.
Nominations not made in accordance herewith may, in his discretion, be disregarded by the
Chairperson of the meeting and, upon his instructions, the vote tellers may disregard all
votes cast for each such nominee.

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SECTION
8.  Proxies.  At all meetings of shareholders, a shareholder entitled to vote may
vote by proxy appointed in writing by the shareholder or by his or her duly authorized
attorney in fact. Proxies shall be filed with the Secretary of the Corporation before or
at the time of the meeting. No proxy shall be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the proxy. A proxy may be revoked
at any time before it is voted, either by written notice filed with the Secretary of the
Corporation or the acting secretary of the meeting, or by oral notice given by the
shareholder to the presiding officer during the meeting. The Board of Directors shall
have the power and authority to make rules establishing presumptions as to the validity
and sufficiency of proxies. Proxies may be subject to examination by any shareholder at
the meeting, and all proxies shall be filed and preserved.

SECTION
9. Voting of Shares.  Each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any class or
classes are limited or denied by the Articles of Incorporation.

SECTION
10.  Voting of Shares by Certain Shareholders.  Shares
standing in the name of another corporation may be voted either in person or by proxy, by
the president of such corporation or any other officer appointed by such president. A
proxy executed by any principal officer of such other corporation or assistant thereto
shall be conclusive evidence of the signers authority to act, in the absence of
express notice to the Corporation, given in writing to the Secretary of the Corporation,
of the designation of some other person by the board of directors or the bylaws of such
other corporation. A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

SECTION
11.  Waiver of Notice by Shareholders.  Whenever any notice
is required to be given to any shareholder of the Corporation under the Articles of
Incorporation, these bylaws or any provision of law, a waiver of such notice, in writing,
signed at any time (whether before or after the time of meeting) by the shareholder
entitled to such notice, shall be deemed equivalent to the giving of such notice. A
waiver with respect to any matter of which notice is required under any provision of
Chapter 180, Wisconsin Statutes, shall contain the same information as would have
been required to be included in the notice, except the time and place of meeting.

ARTICLE III.  BOARD OF DIRECTORS

SECTION
1.  General Powers.  The business and affairs of the Corporation shall be
managed by its Board of Directors.

SECTION
2.  Number, Tenure and Qualifications.  The number of directors
of the Corporation shall be not less than three (3) nor more than twelve (12),
the exact number to be determined from time to time by resolution adopted by the Board of
Directors or by the shareholders of the Corporation at the annual meeting of the
shareholders. Each director shall hold office until the next annual meeting of
shareholders and until his or her successor has been elected or until his or death,
resignation or removal in the manner provided in this Article.

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SECTION
3.  Classified Board.  The Board of Directors shall be divided into three
classes, with respect to the time that they severally hold office, as nearly equal in
number as possible, with the initial term of the first class of directors to expire at
the 1999 annual meeting of shareholders, the initial term of office of the second class
of directors to expire at the 2000 annual meeting of shareholders and the initial term of
office of the third class of directors to expire at the 2001 annual meeting of
shareholders. Directors elected to succeed those directors whose terms have thereupon
expired shall be elected for a term of office to expire at the third succeeding annual
meeting of shareholders after their election, and upon the election and qualification of
their successors. A person elected as a director shall be deemed a director as of the
time of such election. If the number of directors is changed, then any increase or
decrease shall be apportioned among the classes so as to maintain or attain, if possible,
an equal number of directors in each class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. If such equality is not
possible, then the increase or decrease shall be appointed among the classes in such a
way that the difference in the number of directors in any two classes shall not exceed
one.

SECTION
4.  Special Meetings.  Special meetings of the Board of Directors may be
called at any time by or at the request of the President, and shall be called at the
request of three or more directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without the State
of Wisconsin, as the place for holding any special meeting of the Board of Directors
called by them.

SECTION
5.  Notice.  Notice of any special meeting shall be given at least forty-eight (48)
hours in advance of the meeting by written notice delivered personally or mailed to each
director at his or her business address, or by facsimile or other electronic means. If
mailed, the notice shall be deemed to be delivered when deposited in the United States
mail so addressed with postage prepaid. Whenever any notice is required to be given to
any director of the Corporation under the Articles of Incorporation, these bylaws or any
provision of law, a waiver of such notice, in writing, signed at anytime (whether before
or after the time of meeting) by the director entitled to such notice, shall be deemed
equivalent to the giving of such notice. The attendance of a director at a meeting shall
constitute a waiver of notice of that meeting, except where a director attends a meeting
and at the meeting objects to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

SECTION
6.  Quorum.  Except as otherwise provided by law, the Articles of Incorporation, or
these bylaws, a majority of the number of directors then in office shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors, but a
majority of the directors present (though less than such quorum) may adjourn the meeting
from time to time without further notice.

SECTION
7.  Manner of Acting.  The act of the majority of the directors then in
office shall be the act of the Board of Directors, unless the act of a greater number is
required by law, the Articles of Incorporation, or these bylaws. Except as otherwise
provided by law, the Board of Directors may permit any or all directors to participate in
a regular or special meeting of the Board of Directors by, or to conduct the meeting
through the use of, any means of communication (Electronic Means) by which
all participating directors may simultaneously hear each other during the meeting. If a
meeting will be conducted through the use of Electronic Means, all participating
directors shall be informed that a meeting is taking place at which official business may
be transacted. A director participating in a meeting by Electronic Means is deemed to be
present in person at the meeting.

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SECTION
8.  Removal and Resignation.  A director may be removed from office by the
shareholders at a meeting called for that purpose. A director may resign at any time by
filing a written resignation with the Secretary of the Corporation. No person may be
elected, re-elected or nominated to serve as a director following such persons
seventieth (70th) birthday.

SECTION
9.  Vacancies.  Any vacancy occurring in the Board of Directors, including a vacancy
created by an increase in the number of directors, may be filled until the next
succeeding annual shareholdersmeeting by the affirmative vote of a majority of the
directors then in office.

SECTION
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, officers or otherwise, or may delegate such authority to
an appropriate committee. The Board of Directors also shall have authority to provide
for, or to delegate authority to, an appropriate committee to provide for reasonable
pensions, disability or death benefits, and other benefits or payments, to directors,
officers and employees and to their estates, families, dependents, or beneficiaries on
account of prior services rendered to the Corporation.

SECTION
11.  Presumption of Assent.  A director of the Corporation who is
present at a meeting of the Board of Directors or a committee thereof at which action on
any corporate matter is taken shall be presumed to have assented to the action taken
unless the dissent or abstention of the director shall be entered in the minutes of the
meeting or unless the director shall file a written dissent to such action with the
person acting as the secretary of the meeting before adjournment or shall forward such
dissent by certified mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director who voted
in favor of such action.

SECTION
12.  Committees.  The Board of Directors may designate one or more committees, each
committee to consist of three or more directors elected by the Board of Directors, which
to the extent provided in said resolution shall have and may exercise, when the Board of
Directors is not in session, the powers of the Board of Directors in the management of
the business and affairs of the Corporation, except action in respect to dividends to
shareholders, election of the principal officers, action under or pursuant to the
Articles of Incorporation, amendment, alteration or repeal by these bylaws, or the
removal or filing of vacancies in the Board of Directors or committees created pursuant
to this section. The Board of Directors may elect one or more of its members as alternate
members of any such committee who may take the place of any absent member or members at
any meeting of such committee, upon request by the Chairman of the Board or the President
or upon request by the chairman of such meeting. Each such committee shall fix its own
rules governing the conduct of its activities and shall make such reports to the Board of
Directors of its activities as the Board of Directors may request.

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SECTION
13.  Informal Action Without Meeting.  Any action required or
permitted by the Articles of Incorporation, these bylaws, or any provision of law to be
taken by the Board of Directors at a meeting or by resolution may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by all of
the directors then in office.

ARTICLE IV.  OFFICERS

SECTION
1.  Number.  The principal Officers of the Corporation shall be a Chairman of the
Board, a Chief Executive Officer, a President, a Chief Operating Officer, an Executive
Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Board
of Directors. Such other officers and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors, including any one or more Vice-Presidents.
Any two or more offices may be held by the same person, except the offices of President
and Secretary and the offices of President and Executive Vice-President or Vice-President.

SECTION
2.  Election and Term of Office.  The officers of the
Corporation 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 is not held at such meeting, the election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his or her
successor shall have been duly elected or until his or her death or until he or she
resigns or is removed in the manner provided in this Article.

SECTION
3.  Removal.  Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best interests of
the Corporation will be served thereby. Any such removal shall be without prejudice to
the contract rights, if any, of the person being removed. Election or appointment shall
not of itself create contract rights.

SECTION
4.  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.

SECTION
5.  Chairman of the Board.  The Chairman of the Board, if one be chosen by the Board
of Directors, shall preside at all meetings of the Board of Directors and of the
shareholders and shall perform all duties incident to the office of the Chairman of the
Board of the corporation and such other duties as may be prescribed by the Board of
Directors from time to time.

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SECTION
6.  Chief Executive Officer.  The Chief Executive Officer shall be the principal
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and affairs of the
Corporation. The Chief Executive Officer 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 Executive Vice-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. In the absence or disability of
the Chairman of the Board, or when that position is vacant, the Chief Executive Officer
shall, when present, preside at all meetings of the shareholders and of the Board of
Directors.

SECTION
7.  President.  The President shall assist the Chief Executive Officer in exercising
general supervision over the business and affairs 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 or by the Board of Directors. 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 the Executive
Vice-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. During the absence or disability of the Chief Executive Officer, or while that
office is vacant, the President shall exercise all the powers and discharge all of the
duties of the Chief Executive Officer.

SECTION
8.  Chief Operating Officer.  The Chief Operating Officer shall, subject to the
direction of the Board of Directors and the Chief Executive Officer, in general supervise
and control the day-to-day business operations of the corporation. He or she shall have
authority, subject to such rules as may be prescribed by the Board of Directors, 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 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 the Chief Operating Officer and
such other duties as may be prescribed by the Board of Directors from time to time.

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SECTION
9.  The Executive Vice-President. The Executive Vice-President shall assist the
Chief Executive Officer and the President in exercising general supervision over the
business and affairs 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. In the absence or
disability of the President, the Executive Vice-President shall perform the duties and
functions of the President.

SECTION
10.  The Vice-Presidents.  In the absence or disability of both the President
and the Executive Vice-President, 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. The Vice-President
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. The Board of
Directors may designate any Vice-President as being senior in rank or degree of
responsibility and may accord such a Vice-President an appropriate title
designating his senior rank, such as Senior Vice-President. The Board
of Directors may assign a certain Vice-President responsibility for a designated
group, division or function of the Corporations business and add an appropriate
descriptive designation to his title.

SECTION
11.  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 of the Corporation; (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 Chief
Executive Officer or the 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 the Executive Vice-President or by the Board of
Directors.

SECTION
12.  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 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, the Executive Vice-President or by the Board
of Directors.

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SECTION
13.  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 Chief Executive Officer or
the President, certificates for shares of the Corporation the issuance of which shall
have been authorized by a resolution of the Board of Directors. The Assistant Secretaries
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 President or the Board of Directors.

SECTION
14.  Compensation.  The compensation of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented from receiving such
compensation by reason of the fact that he or she is also a director of the Corporation.

ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION
1.  Contracts.  The Board of Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the Corporation, and such authorization may be general or confined to
specific instances.

SECTION
2.  Loans.  No loans may be contracted on behalf of the Corporation and no evidences
of indebtedness may 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.

SECTION
3.  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.

SECTION
4.  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 depositories as may be selected by or under the authority of the
Board of Directors.

SECTION
5.  Voting of Securities Owned by The 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 the
Corporation may be voted at any meeting of security holders of such other corporation by
the Chief Executive Officer, President or Chief Operating Officer of the Corporation if
he or she be present, or, in his or her absence, by the Executive Vice-President
of the Corporation, and (b) whenever, in the judgment of the Chief Executive
Officer, President or Chief Operating Officer, or in his or her absence, the Executive
Vice-President, it is desirable for the Corporation to execute a proxy or written
consent in respect to any shares or other securities issued by any other corporation and
owned by the Corporation, such proxy or consent shall be executed in the name of the
Corporation by the Chief Executive Officer, President or Chief Operating Officer or
Executive Vice-President of the Corporation, without necessity of any
authorization by the Board of Directors, affixation of corporate seal or countersignature
or attestation by another officer. Any person or persons designated in the manner above
stated as the proxy or proxies of the Corporation shall have full right, power, and
authority to vote the shares or other securities issued by such other corporation and
owned by the Corporation the same as such shares or other securities might be voted by
the Corporation.

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ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION
1.  Certificates for Shares.  Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of Directors. Each
certificate shall be signed by the Chief Executive Officer or 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 who the shares
represented thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates surrendered to
the Corporation for transfer shall be cancelled. No new certificates shall be issued
until the former certificates for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed, or mutilated certificate a new one
may be issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

SECTION
2.  Transfer of Shares.  Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of record or by
his or her legal representative, who shall furnish proper evidence of authority to
transfer, or by the holders attorney authorized by power of attorney duly executed
and filed with the Secretary of the Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

SECTION
3.  Restriction Upon Transfer.  The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any restriction
imposed by the Corporation upon the transfer of such shares.

SECTION
4.  Lost, Destroyed or Stolen Certificates.  Where the
owner claims that his or her certificate for shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the Corporation has notice that such shares have been acquired by a bona fide
purchaser, (b) files with the Corporation a sufficient indemnity bond, and (c) satisfies
such other reasonable requirements as the Board of Directors may prescribe.

SECTION
5.  Consideration for Shares.  The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board of
Directors. The consideration to be paid for shares may be paid in whole or in part in
money, in other property, tangible or intangible, or in labor or services actually
performed for the Corporation. When payment of the consideration for which shares are to
be issued shall have been received by the Corporation, such shares shall be deemed to be
fully paid and nonassessable by the Corporation, except as required by law. No
certificate shall be issued for any share until such share is fully paid.

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SECTION
6.  Stock Regulations.  The Board of Directors shall have the power and
authority to make all such further rules and regulation not inconsistent with the
statutes of the State of Wisconsin as it may deem expedient concerning the issue,
transfer and registration of certificates representing shares of the Corporation.

ARTICLE VII.  LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS;
INSURANCE

SECTION
1.  Liability of Directors.  No director shall be liable to the
Corporation, its shareholders, or any person asserting rights on behalf of the
Corporation or its shareholders, for damages, settlements, fees, fines, penalties, or
other monetary liabilities arising from a breach of, or a failure to perform, any duty
resulting solely from his or her status as a director of the Corporation (or from his or
her status as a director, officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise, including service to
an employee benefit plan, in which capacity the director is or was serving at the
Corporations request while a director of the Corporation) to the fullest extent not
prohibited by law, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent such amendment permits the Corporation to further
limit or eliminate the liability of a director, provided, however, that this limitation
on liability shall not apply where the breach or failure to perform constitutes (a) a
willful failure to deal fairly with the Corporation or its shareholders in connection
with a matter in which the director has a material conflict of interest; (b) a
violation of criminal law, unless the director had reasonable cause to believe his or her
conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director derived an improper personal benefit; or (d) willful
misconduct).

SECTION
2.  Liability of Officers.  No officer shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken or
omitted to be taken by him or her as an officer of the Corporation (or as an officer,
director, partner, trustee, member of any governing or decision-making committee,
employee or agent of another corporation or foreign corporation, partnership, joint
venture, trust or other enterprise, including service to an employee benefit plan, in
which capacity the officer is or was serving at the Corporations request while
being an officer of the Corporation) in good faith, if such person (a) exercised and
used the same degree of care and skill as a prudent person would have exercised or used
under the circumstances in the conduct of his or her own affairs, or (b) took or
omitted to take such action in reliance upon information, opinions, reports or statements
prepared or presented by: (i) an officer of employee of the Corporation whom the
officer believed in good faith to be reliable and competent in the matters presented, or
(ii) legal counsel, public accountants and other persons as to matters the officer
believed in good faith were within the persons professional or expert competence.

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SECTION
3.  Indemnification of Directors, Officers, Employees and Agents.

| | (a)    Right of Directors and Officers to Indemnification.
Any person shall be indemnified and held harmless to the           fullest extent
permitted by law, as the same may exist or may hereafter be           amended (but, in
the case of any such amendment, only to the extent such           amendment permits the
Corporation to provide broader indemnification rights than           the law permitted
the corporation to provide prior to such amendment), from and           against all
reasonable expenses (including fees, costs, charges, disbursements,           attorneys fees
and any other expenses) and liability (including the           obligation to pay a
judgment, settlement, penalty, assessment, forfeiture or           fine, including an
excise tax assessed with respect to an employee benefit plan)           asserted against,
incurred by or imposed on him or her in connection with any           action, suit or
proceeding, whether civil, criminal, administrative or           investigative (proceeding),
to which he or she is made or threatened           to be made a party by reason of his or
her being or having been a director or           officer of the Corporation (or by reason
of, while serving as a director or           officer of the Corporation, having served at
the Corporations request as a           director, officer, partner, trustee, member
of any governing or decision-making           committee, employee or agent of another
corporation or foreign corporation,           partnership, joint venture, trust or other
enterprise, including service to an           employee benefit plan); provided, however,
in situations other than a successful           defense of a proceeding, the director or
officer shall not be indemnified where           he or she breached or failed to perform
a duty to the Corporation and the breach           or failure to perform constitutes (a) a
willful failure to deal fairly with           the Corporation or its shareholders in
connection with the matter in which the           director or officer has a material
conflict of interest; (b) a violation of           criminal law, unless the director
or officer had reasonable cause to believe his           or her conduct was lawful or no
reasonable cause to believe his or her conduct           was unlawful; (c) a
transaction from which the director or officer derived           an improper personal
benefit; or (d) willful misconduct. Such rights to           indemnification shall
include the right to be paid by the Corporation reasonable           expenses as incurred
in defending such proceeding; provided, however, that           payment of such expenses
as incurred shall be made only upon such person           delivering to the Corporation
(a) a written affirmation of his or her good           faith belief that he or she
has not breached or failed to perform his or her           duties to the Corporation, and
(b) a written undertaking, executed           personally or on his or her behalf, to
repay the allowance to the extent it is           ultimately determined that such person
is not entitled to indemnification under           this provision. The Corporation may
require that the undertaking be secured and           may require payment of reasonable
interest on the allowance to the extent that           it is ultimately determined that
such person is not entitled to indemnification.
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| | (b)    Right of Director or Officer to Bring Suit.
If a claim under subsection (a) is not paid in           full by the Corporation
within 30 days after a written claim has been           received by the Corporation,
the claimant may at any time thereafter bring suit           against the Corporation to
recover the unpaid amount of the claim and, if           successful in whole or in part,
the claimant shall be entitled to be paid also           the reasonable expense of
prosecuting such claim. It shall be a defense to any           such action (other than an
action brought to enforce a claim for expenses           incurred in defending any
proceeding in advance of its final disposition where           the required undertaking
has been tendered to the Corporation) that the claimant           has not met the
standards of conduct under this Article which make it           permissible for the
Corporation to indemnify the claimant for the amount           claimed, but the burden of
proving such defense shall be on the Corporation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c)    Indemnification For Intervention,
Etc. The           Corporation shall not, however, indemnify a director or officer
under this           Article for any liability incurred in a proceeding otherwise
initiated (which           shall not be deemed to include counterclaims or affirmative
defenses) or           participated in as an intervenor by the person seeking
indemnification unless           such initiation of or participation in the proceeding is
authorized, either           before or after its commencement, by the affirmative vote of
the majority of the           directors in office.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)    Right of Employees and Agents to Indemnification.
The Corporation by its Board of Directors may on such           terms as the Board deems
advisable indemnify and allow reasonable expenses of           any employee or agent of
the Corporation with respect to any action taken or           failed to be taken in his
or her capacity as such employee or agent.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
4.  Contract Rights; Amendment or Repeal.  All rights under
this Article shall be deemed a contract between the Corporation and the director or
officer pursuant to which the Corporation and the director or officer intend to be
legally bound. Any repeal, amendment or modification of this Article shall be prospective
only as to conduct of a director or officer occurring thereafter, and shall not affect
any rights or obligations then existing.

SECTION
5.  Scope of Article.  The rights granted by this Article shall not be
deemed exclusive of any other rights to which a director, officer, employee or agent may
be entitled under any statute, agreement, vote of shareholders or disinterested directors
or otherwise. The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall continue as to a person who has ceased to be a director or
officer in respect to matters arising prior to such time, and shall inure to the benefit
of the heirs, executors, administrators and personal representatives of such a person.

SECTION
6.  Insurance.  The Corporation may purchase and maintain insurance, at its expense,
to protect itself and any person who is a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a director,
officer, partner, trustee, member of any governing or decision-making committee, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise,
including service to an employee benefit plan, against any liability asserted against
that person or incurred by that person in any such capacity, or arising out of that persons
status as such, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under this Article.

ARTICLE VIII.  TRANSACTIONS WITH CORPORATION; DISALLOWED EXPENSE

SECTION
1.  Transactions with the Corporation.  Any contract or other
transaction between the Corporation and one or more of its directors, or between the
Corporation and any firm of which one or more of its directors are members or employees,
or in which they are interested, or between the Corporation and any corporation or
association of which one or more of its directors are shareholders, members, directors,
officers, or employees, or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such director or directors at the meeting of the Board of
Directors of the Corporation, which acts upon, or in reference to, such contract or
transaction, and notwithstanding his or their participation in such action, if the fact
of such interest shall be disclosed or known to the Board of Directors and the Board of
Directors shall, nevertheless, authorize, approve and ratify such contract or transaction
by a vote of a majority of the directors present, such interested director or directors
to be counted in determining whether a quorum is present, but not counted in calculating
the majority of such quorum necessary to carry such vote. This section shall not be
construed to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

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SECTION
2.  Reimbursement of Disallowed Expenses.  In the event any
payment (either as compensation, interest, rent, expense reimbursement or otherwise) to
any officer, director or shareholder which is claimed as a deduction by the Corporation
for federal income tax purposes shall subsequently be determined not to be deductible in
whole or in part by the Corporation, the recipient shall reimburse the Corporation for
the amount of the disallowed payment, provided that this provision shall not apply to any
expense where the Board, in its sole discretion, determines such disallowance (including
any concession of such issue by the Corporation in connection with the settlement of
other issues in a disputed case) is manifestly unfair and contrary to the facts. For
purposes of this provision, any such payment shall be determined not to be deductible
when and only when either (a) the same may have been determined by a court of
competent jurisdiction and either the Corporation shall not have appealed from such
determination or the time for perfecting an appeal shall have expired or (b) such
disallowed deduction shall constitute or be contained in a settlement with the Internal
Revenue Service which settlement may have been authorized by the Board of Directors.

ARTICLE IX.  FISCAL YEAR

The
fiscal year of the Corporation shall begin in the 1st day of January and end
on the 31st day of December in each year.

ARTICLE X.  DIVIDENDS

The
Board of Directors may from time to time declare, and the Corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions provided by law
and its Articles of Incorporation.

ARTICLE XI.  SEAL

The
Corporation shall not have a corporate seal, and all formal corporate documents shall
carry the designation No Seal along with the signature of the officer(s).

ARTICLE XII.  AMENDMENT

SECTION
1.  By Shareholders.  These bylaws may be altered, amended or repealed and
new bylaws may be adopted by the shareholders by affirmative vote of not less than
two-thirds of the outstanding shares of the Corporation entitled to vote.

SECTION
2.  By Directors.  These bylaws may also be altered, amended or repealed and
new bylaws may be adopted by the Board of Directors by affirmative vote of not less than
a majority of the directors then in office; but no bylaw adopted by the shareholders
shall be amended or repealed by the Board of Directors if the bylaw so adopted so
provides.

SECTION
3.  Implied Amendments.  Any action taken or authorized by the shareholders
which would be inconsistent with the bylaws then in effect but is taken or authorized by
affirmative vote of not less than the number of shares 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.