<PAGE>   1
                                     BY-LAWS

                                       OF

                              LEDGER CAPITAL CORP.
                            (A WISCONSIN CORPORATION)


                            ADOPTED OCTOBER 19, 1993;
              AMENDED ON AUGUST 22, 2000 BY THE BOARD OF DIRECTORS


<PAGE>   2


                                     BY-LAWS

                                       OF

                              LEDGER CAPITAL CORP.
                            (A WISCONSIN CORPORATION)




                       Introduction - Variable References


0.01.             Date of annual shareholders' meeting (See Section 2.01):
<TABLE>
<S>               <C>               <C>              <C>               <C>              <C>
                  7:00 p.m.          3rd              1st              October             1994
                   (HOUR)           (WEEK)           (DAY)             (MONTH)          (FIRST YEAR)
</TABLE>

0.02.             Required notice of shareholders' meeting (See Section 2.04):
                  not less than ten (10) days.

0.03.             Authorized number of Directors (See Section 3.01): not less
                  than five (5) nor more than twenty-five (25); by resolution
                  adopted on September 24, 1999, the Board of Directors
                  established the number of directors within the foregoing range
                  at six (6).

0.04.             Required notice of Directors' meeting (See Section 3.05): not
                  less than forty-eight (48) hours.

0.05.             Authorized number of Vice Presidents: two (2)


<PAGE>   3


                                TABLE OF CONTENTS


<TABLE>

<S>                                                                                                             <C>
ARTICLE I.  OFFICES..............................................................................................1

         1.01  Principal and Business Offices....................................................................1

         1.02  Registered Office.................................................................................1

ARTICLE II.  SHAREHOLDERS........................................................................................1

         2.01  Annual Meeting....................................................................................1

         2.02  Special Meeting...................................................................................1

         2.03  Place of Meeting..................................................................................2

         2.04  Notice of Meeting.................................................................................2

         2.05  Fixing of Record Date.............................................................................2

         2.06  Voting Record.....................................................................................3

         2.07  Quorum and Voting Requirements; Postponements; Adjournments.......................................3

         2.08  Conduct of Meetings...............................................................................4

         2.09  Proxies...........................................................................................4

         2.10  Voting of Shares..................................................................................5

         2.11  Voting of Shares by Certain Holders...............................................................5

         2.12  Waiver of Notice by Shareholders..................................................................6

         2.13  Unanimous Consent Without Meeting.................................................................7

         2.14  Invalidity........................................................................................7

ARTICLE III.  BOARD OF DIRECTORS.................................................................................7

         3.01  General Powers, Number and Qualifications.........................................................7

         3.02  Term of Office....................................................................................8

         3.03  Nominations.......................................................................................8

         3.04  Regular Meetings..................................................................................8

         3.05  Special Meetings..................................................................................8

         3.06  Notice; Waiver....................................................................................8

         3.07  Quorum............................................................................................9

         3.08  Manner of Acting..................................................................................9

         3.09  Conduct of Meetings...............................................................................9

         3.10  Vacancies.........................................................................................9

         3.11  Removal or Resignation...........................................................................10

         3.12  Compensation.....................................................................................10
</TABLE>




                                       1
<PAGE>   4
<TABLE>
<S>                                                                                                             <C>
         3.13  Presumption of Assent............................................................................10

         3.14  Committees.......................................................................................10

         3.15  Unanimous Consent Without Meeting................................................................11

ARTICLE IV.  OFFICERS...........................................................................................11

         4.01  Number...........................................................................................11

         4.02  Election and Term of Office......................................................................11

         4.03  Removal..........................................................................................11

         4.04  Vacancies........................................................................................12

         4.05  Chairman of the Board............................................................................12

         4.06  President........................................................................................12

         4.07  Vice Presidents..................................................................................12

         4.08  Secretary........................................................................................12

         4.09  Treasurer........................................................................................12

         4.10  Subordinate Officers.............................................................................13

         4.11  Salaries.........................................................................................13

ARTICLE V.  CONFLICT OF INTEREST TRANSACTIONS...................................................................13

         5.01  Conflict of Interest Transactions................................................................13

         5.02  Contracts........................................................................................13

         5.03  Loans............................................................................................13

         5.04  Checks, Drafts, etc..............................................................................13

         5.05  Deposits.........................................................................................13

         5.06  Voting of Securities Owned by this Corporation...................................................13

ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER.........................................................14

         6.01  Certificates for Shares..........................................................................14

         6.02  Facsimile Signatures.............................................................................14

         6.03  Signature by Former Officers.....................................................................14

         6.04  Transfer of Shares...............................................................................14

         6.05  Restrictions on Transfer.........................................................................15

         6.06  Lost, Destroyed or Stolen Certificates...........................................................15

         6.07  Consideration for Shares.........................................................................15

         6.08  Uncertificated Shares............................................................................15

         6.09  Transfer Agent and Registrar.....................................................................16

         6.10  Stock Regulations................................................................................16
</TABLE>

                                       ii

<PAGE>   5

<TABLE>
<S>                                                                                                             <C>
ARTICLE VII.  INDEMNIFICATION...................................................................................16

ARTICLE VIII.  SEAL.............................................................................................16

ARTICLE IX.  FISCAL.............................................................................................16

ARTICLE X.  AMENDMENTS..........................................................................................16

         10.01  By Shareholders.................................................................................17

         10.02  By Directors....................................................................................17

         10.03  Implied Amendments..............................................................................17
</TABLE>


                                      iii
<PAGE>   6
                               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
shall be held at the date and hour in each year set forth in Section 0.01, or at
such other time and date within 30 days before or after said date as may be
fixed by or under the authority of the Board of Directors, for the purpose of
electing Directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of Wisconsin, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be held on the
day designated herein, or fixed as herein provided, 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 conveniently may be. Nominations of persons for election to the
Board of Directors of the Corporation and the proposal of business to be
considered by the shareholders may be made at the annual meeting only in
accordance with Article VII of the Corporation's Articles of Incorporation.

                  2.02 SPECIAL MEETING. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by the Wisconsin
Business Corporation Law, may be called by the Chairman of the Board of
Directors, the President, by resolution adopted by a majority of the Board of
Directors, or by the holders of at least ten percent of all the votes entitled
to be cast on any issue proposed to be considered at the proposed special
meeting who sign, date and deliver to the Corporation one or more written
demands for the meeting describing one or more purposes for which it is to be
held. The record date for determining shareholders entitled to demand a special
meeting shall be the date that the first shareholder signs the demand. If duly
called, the Corporation shall communicate notice of a special meeting as set
forth in Section 2.04. 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 a special meeting only in accordance with
Article VII of the Corporation's Articles of Incorporation.


<PAGE>   7


                  2.03 PLACE OF MEETING. The Board of Directors may designate
any place, either within or without the State of Wisconsin, as the place of
meeting for any annual or special meeting. If no designation is made, the place
of meeting shall be the principal business office of the Corporation in the
State of Wisconsin or such other suitable place in the county of such principal
office as may be designated by the person calling such meeting, but any meeting
may be adjourned to reconvene at any place designated by vote of a majority of
the shares represented thereat.

                  2.04 NOTICE OF MEETING. Notice may be communicated in person,
by telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television or other form
of public broadcast communication. Such notice stating the place, day and hour
of the meeting and, in case of a special meeting, a description of each purpose
for which the meeting is called, shall be communicated or sent not less than the
number of days set forth in Section 0.02 (unless a longer period is required by
the Wisconsin Business Corporation Law or the Articles of Incorporation) nor
more than 60 days before the date of the meeting, by or at the direction of the
Chairman of the Board (if one is designated), the President, the Secretary, or
other Officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. Written notice is effective at the earliest of
the following:

               (i)         when received;

              (ii)         on deposit in the U.S. mail, if mailed postpaid and
                           correctly addressed; or

             (iii)         on the date shown on the return receipt, if sent by
                           registered or certified mail, return receipt
                           requested and the receipt is signed by or on behalf
                           of the addressee.

Written notice to a shareholder shall be deemed correctly addressed if it is
addressed to the shareholder's address shown in the Corporation's current record
of shareholders. Oral notice is effective when communicated and the Corporation
shall maintain a record setting forth the date, time, manner and recipient of
the notice.

                  2.05 FIXING OF RECORD DATE. A "shareholder" of the Corporation
shall mean the person in whose name shares are registered in the stock transfer
books of the Corporation or the beneficial owner of shares to the extent of the
rights granted by a nominee certificate on file with the Corporation. Such
nominee certificates, if any, shall be reflected in the stock transfer books of
the Corporation. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, the
Board of Directors shall fix a future date not less than ten days and not more
than 70 days prior to the date of any meeting of shareholders for the
determination of the shareholders entitled to notice of, or to vote at, such
meeting. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, the close of
business on the day before the notice of the meeting is mailed shall be the
record date for such determination of shareholders. The Board of Directors also
may fix a future date as the record date for the purpose of determining
shareholders entitled to take any other action


                                       2
<PAGE>   8

or determining shareholders for any other purpose, which record date shall not
be more than 70 days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall be applied to any adjournment
thereof unless the Board of Directors fixes a new record date, 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 record date for determining shareholders entitled
to a distribution or a share dividend shall be 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.

                  2.06 VOTING RECORD. The Officer or agent having charge of the
stock transfer books for shares of the Corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each. The Corporation shall make the shareholders' list available
for inspection by any shareholder beginning two business days after the notice
of meeting is given for which the list was prepared and continuing to the date
of the meeting, at the Corporation's principal office. Such record also shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting for
the purposes of the meeting. A shareholder or his or her agent or attorney may,
on written demand, inspect and copy the list subject to the requirements set
forth in Sections 180.1602 and 180.0720 of the Wisconsin Business Corporation
Law. The original stock transfer books shall be prima facie evidence as to who
are the shareholders entitled to examine such record or transfer books or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this Section shall not affect the validity of any action taken at such meeting.

                  2.07 QUORUM AND VOTING REQUIREMENTS; POSTPONEMENTS;
ADJOURNMENTS. Shares entitled to vote as a separate voting group as defined in
the Wisconsin Business Corporation Law may take action on a matter at a meeting
only if a quorum of those shares exists with respect to that matter. Unless the
Articles of Incorporation or the Wisconsin Business Corporation Law provides
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

                  Once a share is represented for any purpose at a meeting,
other than for the purpose of objecting to holding the meeting or transacting
business at the meeting, it is considered present for purposes of determining
whether a quorum exists, for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

                  If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless the Articles of Incorporation or the Wisconsin Business Corporation Law
requires a greater number of affirmative votes. Unless otherwise provided in the
Articles of Incorporation of the Corporation, directors are elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present. "Plurality" means that the individuals
with the largest number of votes are elected as directors up to the maximum
number of directors to be chosen at the election.

                                       3
<PAGE>   9

                  "Voting group" means any of the following:

                  (i) All shares of one or more classes or series that under the
Articles of Incorporation or the Wisconsin Business Corporation Law are entitled
to vote and be counted together collectively on a matter at a meeting of
shareholders.

                  (ii) All shares that under the Articles of Incorporation or
the Wisconsin Business Corporation Law are entitled to vote generally on a
matter.

                  The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled meeting, provided, however, that a special
meeting called by at least 10% of the shareholders may not be postponed beyond
the 30th day following the originally scheduled meeting. Any meeting may be
adjourned from time to time, whether or not there is a quorum:

                  (i) at any time, upon a resolution of 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 a
meeting which was not called by at least 10% of the shareholders, by the
Chairman of the Board, 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 noticed.

                  2.08 CONDUCT OF MEETINGS. The Chairman of the Board, or in the
Chairman's absence, the President, or in the President's absence, a Vice
President in the order provided under Section 4.08, and in their absence, any
person chosen by the shareholders present shall call the meeting of the
shareholders to order and shall act as chairman 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.

                  2.09 PROXIES. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for the shareholder by signing an appointment
form, either personally or by his or her attorney-in-fact. Such proxy
appointment is effective when received by the Secretary of the Corporation
before or at the time of the meeting. Unless otherwise provided in the
appointment form of proxy, a proxy appointment 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 proxy appointment shall not of itself constitute a revocation.
No proxy appointment shall be valid after


                                       4
<PAGE>   10

eleven months from the date of its execution, unless otherwise provided in the
appointment form of proxy. In addition to the presumptions set forth in Section
2.11 below, the Board of Directors shall have the power and authority to make
rules establishing presumptions as to the validity and sufficiency of proxy
appointments.

                  2.10  VOTING OF SHARES. Each outstanding share shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
voting group or groups are enlarged, limited or denied by the Articles of
Incorporation.

                  2.11  VOTING OF SHARES BY CERTAIN HOLDERS.

                  (a) Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president of such
corporation or any other officer appointed by such president. An appointment
form of proxy executed by any principal officer of such other corporation or
assistant thereto shall be conclusive evidence of the signer's authority to act,
in the absence of express notice to this Corporation, given in writing to the
Secretary of this Corporation, or the designation of some other person by the
board of directors or by the by-laws of such other corporation.

                  (b) Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver
or assignee for creditors may be voted by him, either in person or by proxy,
without a transfer of such shares into his or her name, provided there is filed
with the Secretary before or at the time of meeting proper evidence of his or
her incumbency and the number of shares held by him or her. Shares standing in
the name of a fiduciary may be voted by him or her, either in person or by
proxy. An appointment form of proxy executed by a fiduciary shall be conclusive
evidence of the signer's authority to act, in the absence of express notice to
this Corporation, given in writing to the Secretary of this Corporation, that
such manner of voting is expressly prohibited or otherwise directed by the
document creating the fiduciary relationship.

                  (c) Pledgees. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred; provided, however, a pledgee shall be entitled to vote
shares held of record by the pledgor if the Corporation receives acceptable
evidence of the pledgee's authority to sign.

                  (d) Treasury Stock and Subsidiaries. Neither treasury shares,
nor shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by this
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares entitled to vote, but shares of its own issue held
by this Corporation in a fiduciary capacity, or held by such other corporation
in a fiduciary capacity, may be voted and shall be counted in determining the
total number of outstanding shares entitled to vote.

                                       5
<PAGE>   11

                  (e) Minors. Shares held by a minor may be voted by such minor
in person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has
received written notice or has actual knowledge that such shareholder is a
minor. Shares held by a minor may be voted by a personal representative,
administrator, executor, guardian or conservator representing the minor if
evidence of such fiduciary status is presented and acceptable to the
Corporation.

                  (f) Incompetents and Spendthrifts. Shares held by an
incompetent or spendthrift may be voted by such incompetent or spendthrift in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has actual
knowledge that such shareholder has been adjudicated as incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian. Shares held by an incompetent or spendthrift may be
voted by a personal representative, administrator, executor, guardian or
conservator representing the minor if evidence of such fiduciary status is
presented and acceptable to the Corporation.

                  (g) Joint Tenants. Shares registered in the names of two or
more individuals who are named in the registration as joint tenants may be voted
in person or by proxy signed by any one or more of such individuals if either
(i) no other such individual or his or her legal representative is present and
claims the right to participate in the voting of such shares or prior to the
vote files with the Secretary of the Corporation a contrary written voting
authorization or direction or written denial or authority of the individual
present or signing the appointment form of proxy proposed to be voted or (ii)
all such other individuals are deceased and the Secretary of the Corporation has
no actual knowledge that the survivor has been adjudicated not to be the
successor to the interests of those deceased.

                  2.12 WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice
whatsoever is required to be given to any shareholder of the Corporation under
the Articles of Incorporation or By-laws or any provision of law, a waiver
thereof 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 and the Corporation shall include copies of such
waivers in its corporate records; provided that such waiver in respect to any
matter of which notice is required under any provision of the Wisconsin Business
Corporation Law, shall contain the same information as would have been required
to be included in such notice, except the time and place of meeting. A
shareholder's attendance at a meeting, in person or by proxy, waives objection
to the following:

                  (i) 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

                  (ii) 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.

                                       6
<PAGE>   12

                  2.13 UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the Articles of Incorporation or By-laws or any provision of law to
be taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

                  2.14 INVALIDITY. The Chairperson, upon recommendation of the
Secretary, may reject a vote, consent, waiver or proxy appointment if the
secretary or other officer or agent of the Corporation authorized to tabulate
votes, acting in good faith, has reasonable doubt about the validity of the
signature on it or about the signatory's authority to sign for the shareholder.
The Corporation and its officer or agent who accepts or rejects a vote, consent,
waiver or proxy appointment in good faith and in accordance with Wisconsin
Business Corporation Law shall not be liable for damages to the shareholders for
consequences of the acceptance or rejection.

                         ARTICLE III. BOARD OF DIRECTORS

                  3.01 GENERAL POWERS, NUMBER AND QUALIFICATIONS. All corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the Corporation managed under the direction of, the Board of
Directors, subject to any limitation set forth in the Articles of Incorporation.
The number of Directors of the Corporation shall be as provided in Section 0.03.
The number of Directors may be increased or decreased from time to time by
amendment to this Section adopted by the shareholders or the Board of Directors
but no decrease shall have the effect of shortening the term of an incumbent
director. No person shall be eligible for election, reelection, appointment or
reappointment to the Board of Directors who:

                  (a) beneficially owns less than 100 shares of Common Stock of
the Corporation;

                  (b)  has been convicted of a felony;

                  (c) is not eligible for whatever reason to serve on the board
of directors of a state chartered and federally regulated thrift institution; or

                  (d) is at such time adjudicated or otherwise legally declared
an incapacitated person by reason of mental weakness.




                                       7
<PAGE>   13


                  3.02 TERM OF OFFICE. The Board of Directors, other than those
members who may be elected by the holders of any class or series of capital
stock having a preference over the Common Stock as to dividends or upon
liquidation, shall be divided into three (3) classes. At the first annual
meeting of shareholders following the effective date of the Corporation's
Articles of Incorporation, Directors of the first class shall be elected to hold
office for a term expiring at the next succeeding annual meeting; Directors of
the second class shall be elected to hold office for a term expiring at the
second succeeding annual meeting, and Directors of the third class shall be
elected to hold office for a term expiring at the third succeeding annual
meeting, and, with respect to Directors of each class, until their respective
successors, are elected and qualified. At each subsequent annual meeting of
shareholders, Directors elected to succeed those whose terms are expiring shall
be elected for a term to expire at the third succeeding annual meeting of
shareholders and until their respective successors are elected and qualified.

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

                  3.04 REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately after
the annual meeting of shareholders, and each adjourned session thereof. The
place of such regular meeting shall be the same as the place of the meeting of
shareholders which precedes it, or such other suitable place as may be announced
at such meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Wisconsin,
for the holding of additional regular meetings without other notice than such
resolution.

                  3.05 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board,
President, Secretary or any two Directors. The Chairman of the Board, Secretary
or Directors calling any special meeting 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, and if no other
place is fixed, the place of meeting shall be the principal business office of
the Corporation in the State of Wisconsin.

                  3.06 NOTICE; WAIVER. Notice may be communicated in person, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television or other form
of public broadcast communication. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
communicated to each Director at his or her business address or telephone number
or at such other address or telephone number as such Director shall have
designated in writing filed with the Secretary, in each case not less than that
number of hours prior thereto as set forth in Section 0.04. Written notice is
effective at the earliest of the following:

               (i)         when received;

              (ii)         on deposit in the U.S. Mail, if mailed postpaid and
                           correctly addressed; or

                                       8
<PAGE>   14

             (iii)         on the date shown on the return receipt, if sent by
                           registered or certified mail, return receipt
                           requested and the receipt is signed by or on behalf
                           of the addressee.

Oral notice is effective when communicated and the Corporation shall maintain a
record setting forth the date, time, manner and recipient of the notice.

                  Whenever any notice whatsoever is required to be given to any
Director of the Corporation under the Articles of Incorporation or By-laws or
any provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the Director entitled to such notice,
shall be deemed equivalent to the giving of such notice, and the Corporation
shall retain copies of such waivers in its corporate records. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless the Director at the beginning of the meeting or
promptly upon his or her arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assert to action
taken at the meeting. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

                  3.07 QUORUM. Except as otherwise provided by the Wisconsin
Business Corporation Law or by the Articles of Incorporation or the By-laws, a
majority of the number of Directors as provided in Section 0.03 or a majority of
the number of Directors then in office, provided this number constitutes no
fewer than one-third 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 or participating (though less
than such quorum) may adjourn the meeting from time to time without further
notice.

                  3.08 MANNER OF ACTING. If a quorum is present or participating
when a vote is taken, the affirmative vote of a majority of Directors present or
participating is the act of the Board of Directors or a committee of the Board
of Directors, unless the Wisconsin Business Corporation Law or the Articles of
Incorporation or the By-laws require the vote of a greater number of Directors.

                  3.09 CONDUCT OF MEETINGS. The Chairman of the Board, or in the
Chairman's absence, the President, or in the President's absence, a Vice
President in the order provided under Section 4.08, 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 chairman of the meeting. The Secretary of
the Corporation shall act as Secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding Officer may
appoint any Assistant Secretary or any Director or other person present or
participating to act as Secretary of the meeting.

                  3.10 VACANCIES. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, 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 election by the
affirmative vote of a majority of the Directors then in office, though less than
a quorum of the


                                       9
<PAGE>   15

Board of Directors, or by the shareholders; provided, that in case of a vacancy
created by the removal of a Director by vote of the shareholders, the
shareholders shall have the right to fill such vacancy at the same meeting or
any adjournment thereof.

                  3.11 REMOVAL OR RESIGNATION. Directors may be removed from
office only for cause and by (i) the affirmative vote of the holders of not less
than 80% of the issued and outstanding shares of capital stock of the
Corporation entitled to vote generally in an election of Directors, voting at a
duly constituted meeting of shareholders called for that purpose, or (ii) a
majority of the total number of Directors. Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of Preferred Stock of
the Corporation have the right, voting separately as a class, to elect one or
more Directors, only the shareholders of that class or series of Preferred Stock
may participate in the vote to remove that Director; and the affirmative vote of
holders of not less than 80% of the issued and outstanding shares of that class
or series of Preferred Stock will be required to remove that Director from
office for cause. A Director may resign at any time by filing his or her written
resignation with the Secretary of the Corporation.

                  3.12 COMPENSATION. The Board of Directors, by affirmative vote
of a majority of the Directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
Directors for services to the Corporation as Directors, 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 of 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.

                  3.13 PRESUMPTION OF ASSENT. A Director of the Corporation who
is present at or participates in a meeting of the Board of Directors or a
committee thereof of which he or she is a member, at which action on any
corporate matter is taken, shall be presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the Secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.

                  3.14  COMMITTEES.

                  (a) Regular Committees. The Board of Directors, by vote of a
majority of the Board of Directors, may from time to time designate regular
committees of the Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall elect two or
more members of the Board at the annual meeting of each year (or at such other
time as the Board of Directors may determine) to comprise each regular
committee. Committee members shall hold office until the next Board meeting at
which committee elections are conducted in accordance with these By-laws and
until their successors are elected and qualified.

                                       10
<PAGE>   16

                  (b) Special Committees. In addition to the foregoing regular
committees, the Board of Directors may, from time to time, establish special
committees and specify the composition, functions and authority of any such
special committee.

                  (c) Vacancies; Temporary Appointments. When, for any cause a
vacancy occurs in any regular committee, the remaining committee members, by
majority vote, may fill such vacancy by a temporary appointment of a Director
not on the subject committee to fill the vacancy until the next Board meeting,
at which time the full Board shall fill the vacancy.

                  (d) Committee Minutes and Reports. All of the foregoing
committees shall keep minutes and records of all of their meetings and
activities and shall report the same to the Board of Directors at its next
regular meeting. Such minutes and records shall be available for inspection by
the Directors at all times.

                  3.15 UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the Articles of Incorporation or the By-laws or any provision of
law to be taken by the Board of Directors at a meeting or by resolution may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors then in office.

                  3.16 MEETINGS BY TELEPHONE OR BY OTHER COMMUNICATION
TECHNOLOGY. Meetings of the Board of Directors or committees may be conducted by
telephone or by other communication technology in accordance with Section
180.0820 of the Wisconsin Business Corporation Law (or any successor statutory
provision).

                              ARTICLE IV. OFFICERS

                  4.01 NUMBER. The principal Officers of the Corporation shall
be a Chairman, a President, the number of Vice Presidents as may be determined
by Section 0.05 hereof, a Secretary, and a Treasurer, each of whom the Board of
Directors shall from time to time determine. 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 authorize a duly appointed Officer to
appoint one or more Officers or Assistant Officers. The same natural person may
simultaneously hold more than one office in the Corporation.

                  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
conveniently may be. 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. Any Officer or agent may be removed by the Board
of Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

                                       11
<PAGE>   17

                  4.04 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.

                  4.05 CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the shareholders and of the Directors and shall do
and perform such other duties as from time to time may be assigned to that
office by the Board of Directors.

                  4.06 PRESIDENT. The President shall have general supervision
of the business and affairs of the Corporation. The President may sign and
execute all authorized bonds, notes, checks, contracts or other obligations in
the name of the Corporation. The President shall perform such other duties as
from time to time may be assigned to him or her by the Board of Directors.

                  4.07 VICE PRESIDENTS. Should the Chairman or President be
absent or unable to act, the Board of Directors shall designate a Vice President
or other Officer to discharge the duties of the vacant office with the same
power and authority as is vested in that office. The Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the
President or the Board of Directors.

                  4.08 SECRETARY. The Secretary shall: (i) keep the minutes of
the meetings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of the By-laws or as required by law; (iii) be
custodian of the corporate records; (iv) keep or arrange for the keeping of a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (v) have general charge of the stock
transfer books of the Corporation; and (vi) 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 to him or her by the
President or by the Board of Directors.

                  4.09 TREASURER. The Treasurer, subject to the control of the
Board of Directors, shall collect, receive and safely keep all monies, funds and
securities of the Corporation, and attend to all its pecuniary affairs. He or
she shall keep full and complete accounts and records of its transactions, of
sums owing to or by the Corporation, and all rents and profits in its behalf.




                                       12
<PAGE>   18



                  4.10 SUBORDINATE OFFICERS. Subordinate officers appointed by
the Board of Directors shall have such powers and discharge such duties as may
from time to time be conferred or imposed upon them by the Chairman of the
Board, the President or the Board of Directors.

                  4.11 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. CONFLICT OF INTEREST TRANSACTIONS,
          CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS

                  5.01 CONFLICT OF INTEREST TRANSACTIONS. A "conflict of
interest" transaction means a transaction with the Corporation in which a
Director of the Corporation has a direct or indirect interest. The circumstances
in which a Director of the Corporation has an indirect interest in a transaction
include but are not limited to a transaction under any of the following
circumstances: (i) another entity in which the Director has a material financial
interest or in which the Director is a general partner is a party to the
transaction; or (ii) another entity of which the Director is a director, officer
or trustee is a party to the transaction and the transaction is or, because of
its significance to the Corporation should be, considered by the Board of
Directors of the Corporation. A conflict of interest transaction is not voidable
by the Corporation solely because of the Director's interest in the transaction
if any of the circumstances set forth in Section 180.0831 of the Wisconsin
Business Corporation Law (or any successor statutory provision) are true or
occur.

                  5.02 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.

                  5.03 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.

                  5.04 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.

                  5.05 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 a resolution of the Board of Directors.

                  5.06 VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject
always to the specific directions of the Board of Directors, (i) any shares or
other securities issued by any other


                                       13
<PAGE>   19

corporation and owned or controlled by this Corporation may be voted at any
meeting of security holders of such other corporation by the President of this
Corporation if he or she is present, or in the President's absence, by the Vice
President of this Corporation who may be present, and (ii) whenever, in the
judgment of the President, or in his absence, of any Vice President, it is
desirable for this Corporation to execute an appointment of proxy or written
consent in respect to any shares or other securities issued by any other
corporation and owned by this Corporation, such proxy appointment or consent
shall be executed in the name of this Corporation by the President, or one of
the Vice Presidents of this Corporation in the order as provided in clause (i)
of this Section, without necessity of any authorization by the Board of
Directors or countersignature or attestation by another Officer. Any person or
persons designated in the manner above stated as the proxy or proxies of this
Corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this Corporation
the same as such shares or other securities might be voted by this Corporation.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  6.01 CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed by the
Chairman or by another officer designated by the Chairman or the Board of
Directors. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except as provided in
Section 6.06 hereof.

                  6.02 FACSIMILE SIGNATURES. The signature of the Chairman or
other authorized Officer upon a certificate may be a facsimile if the
certificate is manually signed on behalf of a transfer agent, or a registrar,
other than the Corporation itself or an employee of the Corporation.

                  6.03 SIGNATURE BY FORMER OFFICERS. In case any Officer, who
has signed or whose facsimile signature has been placed upon, any certificate
for shares, shall have ceased to be such Officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he or she
were such Officer at the date of its issue.

                  6.04 TRANSFER OF SHARES. Prior to due presentment of a
certificate for shares for registration of transfer, the Corporation may treat
the shareholder of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise to have and exercise all the rights and
powers of an owner. Where a certificate for shares is presented to the
Corporation with a request to register for transfer, the Corporation shall not
be liable to the owner or any other person suffering loss as a result of such
registration of transfer if (i) there were on or with the certificate the
necessary endorsements, and (ii) the Corporation had no duty to inquire into
adverse claims or has discharged any such duty. The Corporation may require
reasonable assurance that said endorsements are genuine and effective and in
compliance with such other regulations as may be prescribed by or under the
authority of the Board of Directors.

                                       14
<PAGE>   20

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

                  6.06 LOST, DESTROYED OR STOLEN CERTIFICATES. Where the owner
claims that his or her certificate for shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if the
owner (i) so requests before the Corporation has notice that such shares have
been acquired by a bona fide purchaser, and (ii) files with the Corporation a
sufficient indemnity bond, and (iii) satisfies such other reasonable
requirements as may be prescribed by or under the authority of the Board of
Directors.

                  6.07 CONSIDERATION FOR SHARES. The shares of the Corporation
may be issued for such consideration as shall be fixed from time to time by the
Board of Directors, provided that any shares having a par value shall not be
issued for a consideration less than the par value thereof. The consideration to
be received for shares may consist of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other securities of the
Corporation. When the Corporation receives the consideration for which the Board
of Directors authorized the issuance of shares, the shares issued for that
consideration are fully paid and nonassessable, except as provided by Section
180.0622 of the Wisconsin Business Corporation Law (or any successor statutory
provision) which may require further assessment for unpaid wages to employees
under certain circumstances. The Corporation may place in escrow shares issued
for a contract for future services or benefits or a promissory note, or make
other arrangements to restrict the transfer of the shares, and may credit
distributions in respect of the shares against their purchase price, until the
services are performed, the benefits are received or the note is paid. If the
services are not performed, the benefits are not received or the note is not
paid, the Corporation may cancel, in whole or in part, the shares escrowed or
restricted and the distributions credited.

                  6.08 UNCERTIFICATED SHARES. In accordance with Section
180.0626 of the Wisconsin Business Corporation Law, the Board of Directors may
issue any shares of any of its classes or series without certificates. The
authorization does not affect shares already represented by certificates until
the certificates are surrendered to the Corporation. Within a reasonable time
after the issuance or transfer of shares without certificates, the Corporation
shall send the shareholder a written statement of the information required on
share certificates by Section 180.0625 and 180.0627, if applicable, of the
Wisconsin Business Corporation Law, and by the By-laws of the Corporation.

                  The Corporation shall maintain at its offices, or at the
office of its transfer agent, an original or duplicate stock transfer book
containing the names and addresses of all shareholders and the number of shares
held by each shareholder. If the shares are uncertificated, the Corporation
shall be entitled to recognize the exclusive right of a person registered on its
books as such, as the owners of shares for all purposes, and shall not be bound
to recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not it shall have express or other notice,
thereof, except as otherwise provided by the laws of the State of Wisconsin.

                                       15
<PAGE>   21

                  6.09 TRANSFER AGENT AND REGISTRAR. The Corporation may
maintain one or more transfer offices or agencies, each in charge of a transfer
agent designated by the Board of Directors, where the shares of stock of the
Corporation shall be transferable. The Corporation also may maintain one or more
registry offices, each in charge of a registrar designated by the Board of
Directors, where such shares of stock shall be registered. The same person or
entity may be both a transfer agent and registrar.

                  6.10 STOCK REGULATIONS. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the 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. INDEMNIFICATION

                  Persons shall be entitled to indemnification and directors
shall have limited liability as set forth in Articles VII and IX, respectively,
of the Corporation's Articles of Incorporation.

                               ARTICLE VIII. SEAL

                  The Board of Directors may provide a corporate seal which may
be circular in form and may have inserted thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal".

                               ARTICLE IX. FISCAL

                  The fiscal year shall be set by the Board of Directors.



                                       16
<PAGE>   22


                              ARTICLE X. AMENDMENTS

                  10.01 BY SHAREHOLDERS. The By-laws may be altered, amended or
repealed and new By-laws may be adopted by the shareholders by affirmative vote
of not less than 80% of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) cast at a meeting of shareholders call for that
purpose.

                  10.02 BY DIRECTORS. The By-laws may also be altered, amended
or repealed and new By-laws may be adopted by the Board of Directors by
affirmative vote of a majority of the number of Directors present at or
participating in any meeting at which a quorum is in attendance; but no By-law
adopted by the shareholders shall be amended or repealed by the Board of
Directors if the By-law so adopted so provides.

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



                                       17