<PAGE>
                                   EXHIBIT 3.2

                                     BYLAWS

                                       OF

                          First Manitowoc Bancorp, Inc.


                       Introduction - Variable References


         0.01     Date of annual shareholder's meeting (See Section 2.01):

7:00 P.M.          3rd             Monday            April            2000
--------------------------------------------------------------------------------
 (Hour)           (Week)           (Day)            (Month)        (First Year)

         0.02     Required notice of an Annual Meeting or a Special Meeting
(See Section 2.03): not less than 10 days nor more than 60 days before the date
of the meeting.

         0.03     Authorized number of directors (See Section 3.02):9.

         0.04     Required notice of directors' meeting (See Section 3.06):

                  (a)      not less than 72 hours if by mail, and

                  (b)      not less than 48 hours if any other method approved
                           in Section 3.06.

         0.05     Fiscal year of the corporation (See Article X):  January 1 -
December 31.




<PAGE>


<TABLE>
<CAPTION>
                                                    ARTICLE I. OFFICES

<S>                                                                                                            <C>
         1.01     Principal and Business Offices.................................................................1

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

                                                 ARTICLE II. SHAREHOLDERS

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

         2.02     Special Meetings...............................................................................1

         2.03     Notice of Annual or Special Meeting............................................................1

         2.04     Nominations for Directors and Proposals of Business............................................1

                  A.     Nominations and Proposals...............................................................1

                  B.     Shareholder Nominations and Proposals...................................................1

         2.05     Unanimous Consent Without Meeting..............................................................2

         2.06     Closing of Stock Transfer Books or Fixing of Record Date.......................................2

         2.07     Voting Record..................................................................................3

         2.08     Quorum.........................................................................................3

         2.09     Proxies........................................................................................3

         2.10     Voting of Shares...............................................................................3

         2.11     Voting of Shares by Certain Holders............................................................3

                  A.     Other Corporations......................................................................3

                  B.     Legal Representatives and Fiduciaries...................................................3

                  C.     Pledgees................................................................................4

                  D.     Treasury Stock and Subsidiaries.........................................................4

                  E.     Minors..................................................................................4

                  F.     Incompetents and Spendthrifts...........................................................4

                  G.     Joint Tenants...........................................................................4

         2.12     Conduct of Meetings............................................................................4

         2.13     Invalidity.....................................................................................4

         2.14     Waiver of Notice...............................................................................4

         2.15     Public Announcement............................................................................4

                                              ARTICLE III. BOARD OF DIRECTORS

         3.01     General Powers.................................................................................5

         3.02     Number of Directors............................................................................5

         3.03     Term of Office and Qualifications..............................................................5

         3.04     Nominations....................................................................................5

         3.05     Regular Meetings...............................................................................5

         3.06     Special Meetings...............................................................................5

         3.07     Waiver of Notice...............................................................................5

         3.08     Quorum.........................................................................................5
</TABLE>

                                       -i-
<PAGE>

<TABLE>
<S>     <C>                                                                                                     <C>
         3.09     Vacancies......................................................................................5

         3.10     Removal........................................................................................5

         3.11     Compensation...................................................................................5

         3.12     Conduct of Meetings............................................................................6

         3.13     Manner of Acting...............................................................................6

         3.14     Presumption of Assent..........................................................................6

         3.15     Unanimous Consent Without Meeting..............................................................6

         3.16     Meetings by Telephone or by Other Communication Technology.....................................6

         3.17     Committees.....................................................................................6

                  A.     Regular Committees......................................................................6

                  B.     Special Committees......................................................................7

                  C.     Vacancies: Temporary Appointments.......................................................7

                  D.     Committee Minutes and Reports...........................................................7

                                                   ARTICLE IV. OFFICERS

         4.01     Generally......................................................................................7

         4.02     Removal........................................................................................7

         4.03     Vacancies......................................................................................7

         4.04     Chairman of the Board..........................................................................8

         4.05     President......................................................................................8

         4.06     Vice Presidents................................................................................8

         4.07     Secretary......................................................................................8

         4.08     Treasurer......................................................................................8

         4.09     Assistants and Acting Officers.................................................................8

         4.10     Salaries.......................................................................................8

                                            ARTICLE V. FUNDS OF THE CORPORATION

         5.01     Funds..........................................................................................8

         5.02     Name...........................................................................................8

         5.03     Loans..........................................................................................8

         5.04     Disbursements..................................................................................8

         5.05     Prohibited Transactions........................................................................8

         5.06     Voting of Securities Owned by the Corporation..................................................8

                                  ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

         6.01     Certificates for Shares........................................................................9

         6.02     Facsimile Signatures and Seal..................................................................9

         6.03     Signature by Former Officer....................................................................9

         6.04     Transfer of Shares.............................................................................9

         6.05     Restrictions on Transfer.......................................................................9
</TABLE>


                                      -ii-
<PAGE>


<TABLE>
<S>      <C>                                                                                                    <C>
         6.06     Lost, Destroyed or Stolen Certificates.........................................................9

         6.07     Consideration for Shares.......................................................................9

         6.08     Uncertificated Shares.........................................................................10

         6.09     Transfer Agent and Registrar..................................................................10

         6.10     Stock Regulations.............................................................................10

                                                        ARTICLE VII

                                  INDEMNIFICATION AND LIABILITY OF OFFICERS AND DIRECTORS

         7.01     Indemnification...............................................................................10

         7.02     Limited Liability of Directors and Officers to the Corporation and Shareholders...............12



                                             ARTICLE VIII. CORPORATE DIVIDENDS



                                                ARTICLE IX. CORPORATE SEAL



                                                  ARTICLE X. FISCAL YEAR



                                                  ARTICLE XI. AMENDMENTS


         11.01     By Shareholders..............................................................................12

         11.02     By Directors.................................................................................12

         11.03     Implied Amendments...........................................................................12
</TABLE>






                                     -iii-
<PAGE>





                               ARTICLE I. OFFICES

         1.01 PRINCIPAL AND BUSINESS OFFICES. The Corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

         1.02 REGISTERED OFFICE. The registered office of the Corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical to the principal office in the
state of Wisconsin; and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the Corporation shall be identical to the
registered office.

                            ARTICLE II. SHAREHOLDERS

         2.01 ANNUAL MEETING. The Annual Meeting of the Shareholders shall be
held at the principal office of the Corporation in the City of Manitowoc,
Wisconsin, unless the Board of Directors shall designate another location either
within or without the State of Wisconsin. The Annual Meeting shall be held at
the date and hour in each year set forth in Section 0.01 or at such other time
and date as may be fixed by or under the authority of the Board of Directors. If
the day fixed for the Annual Meeting shall be a legal holiday in the State of
Wisconsin, such meeting shall be held on the next succeeding business day. At
such meeting the Shareholders shall elect Directors and transact such other
business as shall properly come before them.

         2.02 SPECIAL MEETINGS. Special Meetings of the Shareholders may be
called by the Chairman of the Board, the Secretary upon written request of a
majority of members of the Board of Directors then in office or 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 if such holders sign, date and
deliver to the Secretary one or more written demands for the meeting describing
one or more purposes for which the Special Meeting is to be held. The Board of
Directors shall set the place, date and time of the Special Meeting. If no
location is designated, the place of the Special Meeting shall be the principal
business office of the Corporation in the State of Wisconsin, but any Special
Meeting may be adjourned to reconvene at any place designated by a vote of a
majority of the shares represented thereat. Only business described in the
notice of a Special Meeting may be conducted at the Special Meeting.

         2.03 NOTICE OF ANNUAL OR SPECIAL MEETING. Notice may be communicated by
telegraph, teletype, facsimile or other form of wire or wireless communication,
or by mail or private carrier, and, if these forms of personal notice are
impracticable, notice may be communicated by public announcement. Such notice
stating the place, day and hour of the meeting and, in case of a Special
Meeting, a description of each purpose for which the Special Meeting is called,
shall be communicated or sent within the time period specified in Section 0.02,
by or at the direction of the Chairman of the Board or the Secretary, or other
Officer or persons calling the meeting, to each Shareholder of record entitled
to vote at such meeting. Written notice by the Corporation to its Shareholders
is effective when mailed and may be addressed to the Shareholder's address shown
in the Corporation's current record of Shareholders. Unless otherwise required
by the Wisconsin Business Corporation Law, notice of an Annual Meeting need not
include a description of the purpose for which the meeting is called.

         2.04 NOMINATIONS FOR DIRECTORS AND PROPOSALS OF BUSINESS.

                  A.  NOMINATIONS  AND  PROPOSALS.  Nominations of persons for
                  election to the Board of Directors of the Corporation and the
                  proposal of business to be considered by the Shareholders
                  may be made at the Annual Meeting:

                           1.       Pursuant to the Corporation's notice of the
                                    Annual Meeting;

                           2.       By or at the direction of the Board of
                                    Directors; or

                           3.       By any Shareholder of the Corporation who is
                                    a Shareholder of record at the time of
                                    giving notice as provided in the Bylaws, who
                                    is entitled to vote at the


                                      -1-
<PAGE>

                                    Annual Meeting and who complies with the
                                    notice procedures set forth in Paragraph
                                    B of Section 2.04.

                  B. SHAREHOLDER NOMINATIONS AND PROPOSALS. For nominations or
                  other business to be properly before an Annual Meeting or a
                  Special Meeting by a Shareholder, the Shareholder must have
                  given adequate notice thereof in writing to the Secretary.
                  Adequate notice is that notice which is received by the
                  Secretary at the Corporation's principal office: (1) with
                  respect to an Annual Meeting, not less than 90 days nor more
                  than 120 days prior to the date set forth in Section 0.01,
                  provided, however, that if the date of the Annual Meeting is
                  advanced by more than 30 days or postponed by more than 30
                  days from the date set forth in Section 0.01, notice by the
                  Shareholder, to be adequate, must be received as provided
                  above not earlier than the 120th day prior to the date of such
                  Annual Meeting and not later than the close of business on the
                  later of (a) the 90th day prior to such Annual Meeting, or (b)
                  the tenth day following the day on which public announcement
                  of the date of such Annual Meeting is first made; and (2) with
                  respect to a Special Meting, not later than the close of
                  business on the tenth day following the day on which notice of
                  the Special Meeting was communicated to Shareholders pursuant
                  to Section 2.03. In no event shall public announcement of an
                  adjournment of an Annual Meeting commence a new time period
                  for the giving of a Shareholder notice as described above.
                  Such Shareholder's notice shall be signed by the Shareholder
                  of record who intends to make the nomination or introduce the
                  other business (or his or her duly authorized proxy or other
                  representative), shall bear the date of signature of such
                  Shareholder or representative, and shall set forth:

                           1.       The name and  address, as they appear on
                                    the Corporation's books, of such Shareholder
                                    and the beneficial owner(s),
                                    if  any, on whose behalf the nomination or
                                    proposal is made;

                           2.       The number of shares of the Corporation
                                    which are beneficially owned by such
                                    Shareholder or beneficial owner(s);

                           3.       A representation that such Shareholder is a
                                    holder of record of shares of the
                                    Corporation entitled to vote at such meeting
                                    and intends to appear in person or by proxy
                                    at the meeting to make the nomination or
                                    introduce the other business specified in
                                    the notice;

                           4.       In the case of any proposed nomination
                                    for election or re-election as a Director:

                                    (a)     the name, age, business address and
                                            residence address of each nominee,

                                    (b)     the principal occupation or
                                            employment of each nominee,

                                    (c)     the number of shares of stock of the
                                            Corporation beneficially owned by
                                            each nominee,

                                    (d)     a description of all arrangements or
                                            understandings between such
                                            Shareholder or beneficial owner(s)
                                            and each nominee and any other
                                            person(s) (naming such person(s))
                                            pursuant to which the nomination is
                                            to be made by the Shareholder,

                                    (e)     such other information regarding
                                            each nominee proposed by such
                                            Shareholder as would be required to
                                            be disclosed in solicitations of
                                            proxies for elections of Directors,
                                            or would be otherwise required to be
                                            disclosed, in each case pursuant to
                                            Regulation 14A under the Securities
                                            Exchange Act of 1934, as amended,
                                            including any information that would
                                            be required to be included in a
                                            proxy statement filed pursuant to


                                      -2-
<PAGE>


                                            Regulation 14A had the nominee been
                                            nominated by the Board of Directors,
                                            and

                                    (f)     the written consent of each nominee
                                            to be named in a proxy statement and
                                            to serve as a Director if so
                                            elected, and

                           5.       In the case of any other business that such
                                    Shareholder proposes to bring before the
                                    meeting:

                                    (a)     a brief description of the business
                                            desired to be brought before the
                                            meeting, and, if the business
                                            includes a proposal to amend the
                                            Bylaws, the language of the proposed
                                            amendment,

                                    (b)     such Shareholder's and beneficial
                                            owner's(s') reasons for conducting
                                            such business at such time, and

                                    (c)     any material interest in such
                                            business of such Shareholder or
                                            beneficial owners(s).

         2.05 UNANIMOUS CONSENT WITHOUT MEETING. Any action that may be taken at
a meeting of the Shareholders may be taken without a meeting if: (a) 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; or (b)
if the Articles of Incorporation so provide, by Shareholders who would be
entitled to vote at a meeting of those shares with voting power to cast not less
than the minimum number or, in the case of voting by voting groups, numbers of
votes that would be necessary to authorize or take the action at a meeting at
which all shares entitled to vote were present and voted.

         2.06 CLOSING OF STOCK TRANSFER BOOKS OR FIXING OF RECORD DATE. A
Shareholder 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 or postponement thereof, Shareholders entitled to demand a Special
Meeting, 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, 70 days. If the stock transfer books
shall be closed for the purpose of determining Shareholders entitled to the
notice of or to vote at a meeting of Shareholders, such books shall be closed
for at least ten 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 70 days and, in the case of a meeting of Shareholders, not less
than ten 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 on
which notice of the meeting is mailed or on 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 or postponement thereof except when the Board of Directors
fixes a new record date or date for the closing of the stock transfer books,
which it shall do if the meeting is adjourned or postponed to a date more than
120 days after the date fixed for the original meeting, or the determination has
been made through the closing of the stock transfer books and the stated period
of closing has expired.

         2.07 VOTING RECORD. The Secretary shall, before each meeting of
Shareholders, make a complete list of the Shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each Shareholder. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
Shareholder during the whole time of the meeting or any adjournment thereof for
the purposes of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the Shareholders entitled to examine such record or
transfer books or to vote at any meeting of Shareholders.



                                      -3-
<PAGE>

Failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.

         2.08 QUORUM. Shares entitled to vote as a separate voting group as
defined in the Wisconsin Business Corporation Law may take action on a matter at
a meeting only if a quorum of those shares exists with respect to that matter.
Unless the Articles of Incorporation or the Wisconsin Business Corporation Law
provide otherwise, a majority of the votes entitled to be cast on the matter by
a voting group constitutes a quorum of that voting group for action on that
matter. Once a share is represented for any purposes at a meeting, other than
for the purpose of objecting to holding the meeting or transacting business at
the meeting, it is considered present for purposes of determining whether a
quorum exists, for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned or
postponed meeting. If a quorum exists, action on a matter by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the Articles of Incorporation or the
Wisconsin Business Corporation Law require a greater number of affirmative
votes. "Voting group" means: (a) all shares of one or more classes or series
that under the Articles of Incorporation or the Wisconsin Business Corporation
Law are entitled to vote and be counted together collectively on a matter at a
meeting of Shareholders; or (b) all shares that under the Articles of
Incorporation or the Wisconsin Business Corporation Law are entitled to vote
generally on a matter. Though less than a quorum of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

         2.09 PROXIES. At all meetings of Shareholders, a Shareholder entitled
to vote may vote in person or by proxy. A Shareholder or such Shareholder's
authorized officer, director, employee, agent or attorney-in-fact may appoint a
proxy to vote or otherwise act for the Shareholder by signing an appointment
form or by any other means described in Wisconsin Business Corporation Section
180.722. Such proxy appointment is effective when a signed appointment form or
an electronic transmission of the appointment is received by the Secretary
before or at the time of the meeting. Unless otherwise provided in the
appointment form or electronic transmission of proxy, a proxy appointment may be
revoked by the Shareholder 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 eleven months from the date of its execution, unless
otherwise provided in the appointment form or electronic transmission of proxy.
The Board of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency of proxy
appointments.

         2.10 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
                           the Corporation, given in writing to the Secretary,
                           or the designation of some other person by the board
                           of directors or by the bylaws of such other
                           corporation.

                  B.       LEGAL REPRESENTATIVES AND FIDUCIARIES. Shares held by
                           an administrator, executor, guardian, conservator,
                           trustee in bankruptcy, receiver or assignee for
                           creditors may be voted by him, her or it either in
                           person or by proxy, without a transfer of such shares
                           into his, her or its name, provided that there is
                           filed with the Secretary before or at the time of
                           meeting proper evidence of his, her or its incumbency
                           and the number of shares held by him, her or it
                           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



                                      -4-
<PAGE>

                           express notice to the Corporation, given in writing
                           to the Secretary, 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 the 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 the Corporation in a fiduciary
                           capacity, or held by such other corporation in a
                           fiduciary capacity, may be voted and shall be counted
                           in determining the total number of outstanding shares
                           entitled to vote.

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

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

                  G.       JOINT TENANTS. Shares registered in the names of two
                           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 a contrary
                           written voting authorization or direction or written
                           denial of authority of the individual present or
                           signing the appointment form of proxy proposed to be
                           voted, or (ii) all such other individuals are
                           deceased and the Secretary has no actual knowledge
                           that the survivor has been adjudicated not to be the
                           successor to the interests of those deceased.

         2.12 CONDUCT OF MEETINGS. The Chairman of the Board, or in the
Chairman's absence, the President, or in their absence, such Vice President as
is designated by the Board of Directors, or in their absence, any person chosen
by the Shareholders, shall call the meeting to order and act as Chairperson of
the meeting. Only persons nominated in accordance with the procedures set forth
in Section 2.04 shall be eligible to serve as Directors. Only such business as
shall have been brought before a meeting in accordance with the procedures set
forth in Section 2.04 shall be eligible to be conducted. The Chairperson of the
meeting shall have the power and duty to determine whether any nomination or any
business proposed to be brought before the meeting was made in accordance with
the procedures set forth in Section 2.04, and, if any proposed nomination or
business is not in compliance therewith, to declare that such defective proposal
shall be disregarded. The Secretary of the Corporation shall act as Secretary


                                      -5-
<PAGE>


of all meetings of the Shareholders, but in the absence of the Secretary, the
Chairperson of the meeting may appoint any other person to act as Secretary of
the meeting.

                  2.13 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 who is authorized to
tabulate votes, acting in good faith, has reasonable doubt about the validity of
the signature on it or about the signatory's authority to sign for the
Shareholder. The Corporation and its Officer or agent who accepts or rejects a
vote, consent, waiver or proxy appointment in good faith and in accordance with
the Wisconsin Business Corporation Law shall not be liable for damages to the
Shareholders for consequences of the acceptance or rejection.

                  2.14 WAIVER OF NOTICE. A Shareholder may waive any notice
required by the Wisconsin Business Corporation Law, the Articles of
Incorporation, or these Bylaws before or after the date and time stated in the
notice. The waiver shall be in writing and signed by the Shareholder entitled to
the notice, contain the same information that would have been required in the
notice under the Wisconsin Business Corporation Law (except that the time and
place of meeting need not be stated), and be delivered to the Corporation for
inclusion in the corporate records. A Shareholder's attendance at any Annual
Meeting or Special Meeting, in person or by proxy, waives objection to all of
the following: (a) lack of notice or defective notice of the meeting, unless the
Shareholder promptly upon arrival or at the beginning of the meeting objects to
holding or transacting business at the meeting; and (b) consideration of a
particular matter at the meeting that is not within the purpose described in the
meeting notice, unless the Shareholder objects to considering the matter when it
is presented.

                   2.15    PUBLIC ANNOUNCEMENT. For purposes of this Article II,
                           "public announcement" shall mean disclosure in a
                           press release reported by the Dow Jones News Service,
                           Associated Press, or comparable national news service
                           or in a document publicly filed by the Corporation
                           with the Securities and Exchange Commission pursuant
                           to Section 13, 14 or 15(d) of the Securities Exchange
                           Act of 1934, as amended.



                         ARTICLE III. BOARD OF DIRECTORS

                  3.01 GENERAL POWERS. All corporate powers shall be exercised
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the Board of Directors, subject to any
limitation set forth in the Bylaws or the Articles of Incorporation.

                  3.02 NUMBER OF DIRECTORS. The number of Directors shall be as
provided in Section 0.03, all of whom shall be nominated and elected by the
Shareholders as provided herein.

                  3.03 TERM OF OFFICE AND QUALIFICATIONS. Elected Directors
shall hold office for a term of three years and until their successors are
elected and qualified, except as otherwise provided in the Bylaws, or until
their death, resignation or removal. The Board of Directors shall be divided
into three classes which are as equal in number as possible. The term of office
of the first class of Directors shall expire at the first annual meeting after
their initial election and when their successors are elected and qualified, the
term of office of the second class shall expire at the second annual meeting
after their initial election and when their successors are elected and qualified
and the terms of office of the third class shall expire at the third annual
meeting after their initial election and when their successors are elected and
qualified. At each annual meeting after the initial election and classification,
the class of Directors whose term expires at the time of such election shall be
elected to hold office until the third succeeding annual meeting and until their
successors are elected and qualified. A person who has attained the age of 70
years may not be nominated for election to the Board of Directors; any Director
who attains the age of 70 years during the course of his or her term as
Director, shall serve up to the first Annual Meeting following such birthday, at
which time he or she shall be ineligible for re-election.

                  3.04 NOMINATIONS. Nominations for the election of directors
shall be made in accordance with the provisions of Section 2.04, which
requirements are hereby incorporated by reference in Section 3.04.



                                      -6-
<PAGE>

                  3.05 REGULAR MEETINGS. A Regular Meeting of the Board of
Directors shall be held without other notice than Section 3.05 immediately
after, and at the same place as, the Annual Meeting of Shareholders, for
election of corporate officers and transaction of other business. The Board of
Directors may provide by resolution the time and place for holding additional
meetings without other notice than such resolution.

                  3.06 SPECIAL MEETINGS. Special Meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President or the Secretary upon written request of any two Directors. The
Secretary shall give sufficient notice of such meeting, to be not less than the
number of hours prior thereto as set forth in Section 0.04, in person or by
mail, telephone, telegraph, teletype, facsimile or other form of wire or
wireless communication as to enable the Directors so notified to attend such
meeting. The Chairman or Secretary who calls the meeting may fix any place,
within or without the State of Wisconsin, as the place for holding any Special
Meeting of the Board of Directors.

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

                  3.08 QUORUM. Except as otherwise provided by the Wisconsin
Business Corporation Law or the Articles of Incorporation or Bylaws, a majority
of the Directors then in office, at a meeting convened according to the Bylaws,
shall constitute a quorum for the transaction of business; but a majority of the
Directors present or participating (though less than a quorum) may adjourn the
meeting from time to time without further notice.

                  3.09 VACANCIES. Vacancies, including those created by an
increase in the number of Directors on the Board of Directors, may be filled by
the remaining Directors. A Director elected to fill a vacancy shall serve for
the unexpired term of his or her predecessor. In the absence of action by the
remaining Directors, the Shareholders may fill such vacancy at a Special Meeting
or an Annual Meeting in accordance with the Articles of Incorporation or the
Bylaws.

                  3.10 REMOVAL. The Shareholders may remove one or more
Directors, with or without cause, at a meeting called for that purpose, the
notice of which reflects that purpose, in accordance with the Wisconsin Business
Corporation Law.

                  3.11 COMPENSATION. A Director may receive such compensation
for services as is determined by resolution of the Board irrespective of any
personal interest of its members. A Director also may serve the Corporation in
any other capacity and receive compensation therefor. The Board of Directors
also shall have authority to provide for or to delegate authority to an
appropriate committee to provide for reasonable pensions, disability or death
benefits and other benefits or payments, to Directors, Officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered to the Corporation by such Directors, Officers and employees.

                  3.12 CONDUCT OF MEETINGS. The Chairman of the Board or, in the
Chairman's absence, the President, or in their absence, such Vice President as
is designated by the Board of Directors, shall call meetings of the Board of
Directors to order and shall act as Chairperson of the meeting. The Secretary
shall act as Secretary of all meetings of the Board of Directors, but in the
absence of the Secretary, the Chairperson of the meeting may appoint an
Assistant Secretary or any Director or other person present or participating to
act as Secretary of the meeting.

                  3.13 MANNER OF ACTING. If a quorum is present or participating
when a vote is taken, the affirmative vote of a majority of Directors present or
participating is the act of the Board of Directors or a committee of the


                                      -7-
<PAGE>

Board of Directors, unless the Wisconsin Business Corporation Law or the
Articles of Incorporation or Bylaws require the vote of a greater number of
Directors.

                  3.14 PRESUMPTION OF ASSENT. A Director 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 immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a Director who voted in
favor of such action.

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

                  3.16 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 statute.

                  3.17 COMMITTEES.

                  A.       REGULAR COMMITTEES.

                           1.       General Description. In order to facilitate
                                    the work of the Board of Directors, the
                                    following Regular Committees shall be
                                    elected from the membership of the Board of
                                    Directors at the Regular Meeting held each
                                    year (or at such other time as the Board of
                                    Directors may determine):

                                                     Audit Committee

                                    Each Regular Committee shall have three to
                                    six members. The Chairman of the Board of
                                    Directors, and in the Chairman's absence the
                                    President, and in their absence, such Vice
                                    President as is designated by the Board of
                                    Directors, shall submit nominations for such
                                    Regular Committee memberships. Regular
                                    Committee members shall hold office until
                                    the next Board meeting at which Regular
                                    Committee elections are conducted in
                                    accordance with the Bylaws, and until their
                                    successors are elected and qualified. Each
                                    Regular Committee of the Board of Directors
                                    may exercise the authority of the full Board
                                    when the Board is not in session and solely
                                    with regard to and within the scope of the
                                    duties and powers delegated to it in the
                                    Bylaws, except that no committee of the
                                    Board shall do any of the following:

                                    (a)     Authorize distributions;

                                    (b)     Approve or propose to Shareholders
                                            action that the Wisconsin  Business
                                            Corporation Law requires be approved
                                            by Shareholders;

                                    (c)     Fill  vacancies  on the  Board of
                                            Directors  or,  except  as  provided
                                            herein, on any of its committees;

                                    (d)     Amend the Articles of Incorporation;

                                    (e)     Adopt, amend or repeal the Bylaws;



                                      -8-
<PAGE>

                                    (f)     Approve a plan of merger not
                                            requiring Shareholder approval;

                                    (g)     Authorize or approve reacquisition
                                            of shares, except according to a
                                            formula or method prescribed by the
                                            Board; or

                                    (h)     Authorize or approve the issuance or
                                            sale or contract for sale of shares
                                            or determine the designation and
                                            relative rights, preferences and
                                            limitations of a class or series of
                                            shares, except that the Board of
                                            Directors may authorize a committee
                                            or a senior executive Officer to do
                                            so within limits prescribed by the
                                            Board of Directors.

                           2.       The Audit Committee. The Audit Committee
                                    shall:

                                    (a)     Select and engage independent
                                            certified public accountants to
                                            audit the books, records and
                                            financial transactions of the
                                            Corporation;

                                    (b)     Review with the independent
                                            accountants the scope of their
                                            examination, with particular
                                            emphasis on the areas to which
                                            either the Audit Committee or the
                                            independent accountants believe
                                            special attention should be
                                            directed. The Audit Committee may
                                            have the independent accountants
                                            perform such additional procedures
                                            as the Audit Committee or the
                                            auditors deem necessary;

                                    (c)     Review and approve an annual plan
                                            for the  financial  audit  (internal
                                            audit) department;

                                    (d)     Review with the independent
                                            accountants the financial statements
                                            and auditors' reports thereon;

                                    (e)     Review the management letter of the
                                            independent accountants and audit
                                            reports by the Corporation's
                                            internal auditors to assure that
                                            appropriate action has been taken by
                                            Senior Management as to each item
                                            recommended;

                                    (f)     Encourage the independent
                                            accountants and the internal
                                            auditors to communicate directly
                                            with the Chairman of the Board and
                                            President or, if necessary, the
                                            Chairman of the Audit Committee
                                            whenever any significant
                                            recommendation has not been
                                            satisfactorily resolved at the
                                            Senior Management level;

                                    (g)     Review conflict of interest
                                            statements to assure the Board of
                                            Directors  that any conflict of
                                            interest has been duly reported to
                                            and reviewed by the Audit Committee;

                                    (h)     Review and approve all related party
                                            transactions; and

                                    (i)     Carry out such special assignments
                                            as the Board of Directors may, from
                                            time to time, give to the Audit
                                            Committee.

                  B.       SPECIAL COMMITTEES.  In addition to the Regular
                           Committees, the Board of Directors may, from time to
                           time, establish Special Committees and specify the
                           composition, functions and authority of any Special
                           Committee.

                  C.       VACANCIES: TEMPORARY APPOINTMENTS. When, for any
                           cause, a vacancy occurs in a Regular Committee, the
                           remaining committee members, by majority vote, may
                           fill such

                                      -9-
<PAGE>

                           vacancy by a temporary appointment of a Director not
                           on the subject committee to fill the vacancy until
                           the next meeting of the Board, at which time the
                           Board may 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.

                              ARTICLE IV. OFFICERS

         4.01 GENERALLY. The principal Officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary and
a Treasurer. The Board of Directors shall elect the principal Officers annually
at the Regular Meeting. All Officers shall hold office for a period of one year
and until their successors are duly elected and qualified, or until their prior
death, resignation or removal. Each Officer has the authority and shall perform
the duties set forth in the Bylaws or, to the extent not inconsistent with the
Bylaws, the duties prescribed by the Board of Directors or by direction of an
Officer authorized by the Bylaws or by the Board of Directors to prescribe the
duties of other Officers.

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

         4.03 VACANCIES. A vacancy in any principal office because of death,
resignation, removal or otherwise, shall be filled by the Board of Directors for
the unexpired portion of the term. The Board of Directors may, from time to
time, omit to elect one or more Officers, or may omit to fill a vacancy, and in
such case, the designated duties of such Officer, unless otherwise provided in
the Bylaws, shall be discharged by the Chairman of the Board or such other
Officer as he or she may designate.

         4.04 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
all meetings of the Shareholders and of the Board of Directors. He or she shall
supervise the carrying out of the policies adopted or approved by the Board. He
or she shall have and may exercise such further powers and duties as from time
to time may be conferred upon, or assigned to, him or her by the Board of
Directors.

         4.05 PRESIDENT. The President shall be the principal executive officer
of the Corporation and shall have general supervision of the business and
affairs of the Corporation. He or she shall have authority, subject to any 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. The
President may sign and execute all authorized bonds, notes, checks, contracts,
deeds, mortgages, instruments of assignment or pledge or other obligations of
the Corporation in the name of the Corporation.

         4.06 VICE PRESIDENTS. Should the Chairman of the Board or the President
be absent or unable to act, the Board of Directors shall designate one or more
Vice Presidents 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.

         4.07 SECRETARY. The Secretary shall keep a record of the minutes of the
meetings of the Shareholders and of the Board of Directors. He or she shall
countersign all instruments and documents executed by the Corporation, affix to
instruments and documents the seal of the Corporation when necessary or required
keep in books therefor the transactions of the Corporation, see that all notices
are duly given in accordance with the provisions of the Bylaws or as required by
law and perform such other duties as usually are incident to such office or may
be assigned by the Chairman of the Board, the President or the Board of
Directors.


                                      -10-
<PAGE>

         4.08 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 all its transactions, of
sums owing to or by the Corporation and all rents and profits in its behalf. The
Treasurer shall perform such other duties as usually are incident to such office
or may be assigned to him or her by the President or the Board of Directors.

         4.09 ASSISTANTS AND ACTING OFFICERS. The Chairman of the Board, the
President and the Board of Directors shall have the power to appoint any person
to act as assistant to any Officer, or as agent for the Corporation in the
Officer's stead, or to perform the duties of such Officer whenever for any
reason it is impracticable for the Officer to act personally, and the assistant
or acting Officer or other agent so appointed by the Chairman of the Board, the
President or the Board of Directors shall have the power to perform all the
duties of the office to which he or she is so appointed to be assistant, or as
to which he or she is so appointed to act, except as such power otherwise may be
defined or restricted by the Chairman of the Board, the President or the Board
of Directors.

         4.10 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. FUNDS OF THE CORPORATION

         5.01 FUNDS. All funds of the Corporation shall be deposited or invested
as may be authorized from time to time by the Board of Directors or appropriate
committee under authorization of the Board of Directors.

         5.02 NAME. All investments and deposits of funds of the Corporation
shall be made and held in its corporate name, except that securities kept under
a custodial agreement or trust arrangement with a bank or banking and trust
company may be issued in the name of a nominee of such bank or banking and trust
company and except that securities may be acquired and held in bearer form. 5.03
LOANS. All loans contracted on behalf of the Corporation and all evidences of
indebtedness that are issued in the name of the Corporation shall be under the
authority of a resolution of the Board of Directors. Such authorization may be
general or specific.

         5.04 DISBURSEMENTS. All monies of the Corporation shall be disbursed by
check, draft or written order only, and all checks and orders for the payment of
money shall be signed by such Officer or Officers as may be designated by the
Board of Directors. The Officers and employees of the Corporation handling funds
and securities of the Corporation shall give surety bonds in such sums as the
Board of Directors or appropriate committee may require.

         5.05 PROHIBITED TRANSACTIONS. No Director or Officer of the Corporation
shall borrow money from the Corporation or receive any compensation for selling,
aiding in the sale, negotiating for the sale of any property belonging to the
Corporation or for negotiating any loan for or by the Corporation.

         5.06 VOTING OF SECURITIES OWNED BY THE CORPORATION. Subject always to
the 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 Chairman of
                           the Board, the President or, in their absence, any
                           Vice President of the Corporation who may be present
                           and designated by the Board of Directors; and

                  B.       Whenever, in the judgment of the Chairman of the
                           Board, the President or, in their absence, a
                           designated Vice President, it is desirable for 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 Chairman of the Board, the
                           President or a designated Vice President of the
                           Corporation in the order as provided in Paragraph A
                           of Section 5.06,

                                      -11-
<PAGE>

                           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.


             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER


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

         6.02 FACSIMILE SIGNATURES AND SEAL. The seal of the Corporation, if
any, on any Certificates may be a facsimile. The signature of the Chairman of
the Board, the President or other authorized Officer upon a Certificate may be a
facsimile if the Certificate is manually signed on behalf of a transfer agent or
a registrar, other than the Corporation itself or an employee of the
Corporation.

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

         6.04 TRANSFER OF SHARES. Prior to due presentment of a Certificate 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 is presented to the Corporation with a request to register for
transfer, the Corporation shall not be liable to the owner or any other person
suffering loss as a result of such registration of transfer if:

                  A.       There were on or with the Certificate the necessary
                           endorsements; and

                  B.       The Corporation had no duty to inquire into adverse
                           claims or has discharged any such duty.

The Corporation may require reasonable assurance that said endorsements are
genuine and effective and in compliance with such other regulations as may be
prescribed by or under the authority of the Board of Directors.

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

         6.06 LOST, DESTROYED OR STOLEN CERTIFICATES. Where the owner claims
that his or her Certificate has been lost, destroyed or wrongfully taken, no
Certificate shall be issued in place thereof unless the owner:

                  A.       Files with the Corporation an affidavit stating that
                           such Certificate was lost, destroyed or stolen 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


                                      -12-
<PAGE>

                  C.       Satisfies such other reasonable requirements as may
                           be prescribed by or under the authority of the Board
                           of Directors.

         6.07 CONSIDERATION FOR SHARES. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
received for shares may consist of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other securities of the
Corporation. When the 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(2)(b) of the Wisconsin Business Corporation Law, or any successor
statute, 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, or any successor statute, 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 unless the Certificates are surrendered to the Corporation. Within
a reasonable time after the issuance or transfer of shares without Certificates,
the Corporation shall send the Shareholder a written statement of the
information required on share certificates by Sections 180.0625 and 180.0627, or
any successor statutes, if applicable, of the Wisconsin Business Corporation
Law, and by the Bylaws. 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 the owner of shares for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Wisconsin.

         6.09 TRANSFER AGENT AND REGISTRAR. The Corporation may maintain one 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 be registered. The same person or entity may be both a transfer
agent and registrar.

         6.10 STOCK REGULATIONS. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the laws of the State of Wisconsin as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
Corporation.

                                  ARTICLE VII.

             INDEMNIFICATION AND LIABILITY OF OFFICERS AND DIRECTORS

                  7.01 INDEMNIFICATION.

                       A.  Any person, or such person's estate or personal
                           representative, made or threatened with being made a
                           party to any action, suit, arbitration, or proceeding
                           (civil, criminal, administrative, or investigative,
                           whether formal or informal), which involves foreign,
                           federal, state or local law, by reason of the fact
                           that such person is or was a Director or Officer of
                           the Corporation or of any corporation or other
                           enterprise for which he or she served at the
                           Corporation's request as a director, officer,
                           partner, trustee, member of any decision-making
                           committee, employee, or agent, shall be indemnified
                           by the Corporation for all reasonable expenses
                           incurred in the proceeding to the extent he or she
                           has been successful on the merits or otherwise.


                                      -13-
<PAGE>

                  B.       In cases where a person described in Paragraph A of
                           Section 7.01 is not successful on the merits or
                           otherwise, the Corporation shall indemnify such
                           person against liability and reasonable expenses
                           incurred by him or her in any such proceeding, unless
                           liability was incurred because the person breached or
                           failed to perform a duty he or she owed to the
                           Corporation and the breach or failure to perform
                           constituted any of the following:

                           1.       A willful failure to deal fairly with the
                                    Corporation or its Shareholders in
                                    connection with a matter in which the
                                    Director or Officer had a material conflict
                                    of interest;

                           2.       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;

                           3.       A transaction from which the Director or
                                    Officer derived an improper personal profit;
                                    or

                           4.       Willful misconduct.

                  C.       The determination whether indemnification shall be
                           required under Paragraph B of Section 7.01 shall be
                           made according to one of the following methods
                           selected by the Director or Officer:

                           1.       By a majority vote of a quorum of the Board
                                    of Directors consisting of Directors who are
                                    not at the time parties to the same or
                                    related proceedings. If a quorum of such
                                    disinterested Directors cannot be obtained,
                                    by majority vote of a committee duly
                                    appointed by the Board of Directors and
                                    consisting solely of two or more Directors
                                    who are not at the time parties to the same
                                    or related proceedings. Directors who are
                                    parties to the same or related proceedings
                                    may participate in the designation of
                                    members of the committee;

                           2.       By independent legal counsel selected by a
                                    quorum of the Board of Directors or its
                                    committee in the manner prescribed in Clause
                                    1 of this Paragraph C or, if unable to
                                    obtain such a quorum or committee, by a
                                    majority vote of the Board of Directors,
                                    including Directors who are parties to the
                                    same or related proceedings; or

                           3.       By the court conducting the proceedings or
                                    another court of competent jurisdiction,
                                    either on application by the Director or
                                    Officer for an initial determination or on
                                    application for review of an adverse
                                    determination under Clause 1 or 2 of this
                                    Paragraph C.

                  D.       The termination of a proceeding by judgment, order,
                           settlement or conviction, or upon a plea of no
                           contest or an equivalent plea, does not, by itself,
                           create a presumption that indemnification of the
                           Director or Officer is not required.

                  E.       A Director or Officer who seeks indemnification under
                           Section 7.01 shall make a written request to the
                           Corporation.

                  F.       Upon written request by a Director or Officer who is
                           a party to a proceeding described in Paragraph A of
                           Section 7.01, the Corporation may pay or reimburse
                           his or her reasonable expenses as incurred if the
                           Director or Officer provides the Corporation with all
                           of the following:



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                           1.       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

                           2.       A written undertaking, executed personally
                                    or on his or her behalf, to repay the
                                    allowance and reasonable interest thereon,
                                    to the extent that it is ultimately
                                    determined under Clause 1 or 2 of Paragraph
                                    C of Section 7.01, that indemnification is
                                    not required or to the extent that
                                    indemnification is not ordered by a court
                                    under Clause 3 of Paragraph C of Section
                                    7.01. The undertaking under this Clause 2
                                    shall be an unlimited general obligation of
                                    the Director or Officer, may be accepted
                                    without reference to his or her ability to
                                    repay the allowance and may be secured or
                                    unsecured.

                  G.       Paragraphs A through F of Section 7.01 shall also
                           apply where a person or such person's estate or
                           personal representative is made or threatened with
                           being made a party to any proceeding described in
                           Paragraph A of this by reason of the fact that such
                           person is or was an employee of the Corporation,
                           except that in addition to the categories of conduct
                           set forth in Paragraph B of Section 7.01 in relation
                           to which the Corporation has no duty to indemnify,
                           the Corporation also shall have no duty to indemnify
                           the employee against liability and reasonable
                           expenses incurred by him or her in any such
                           proceeding if liability was incurred because the
                           person breached or failed to perform a duty he or she
                           owed to the Corporation and the breach or failure to
                           perform constituted material negligence or material
                           misconduct in performance of the employee's duties to
                           the Corporation.

                  H.       Unless a Director or Officer of the Corporation has
                           knowledge that makes reliance unwarranted, a Director
                           or Officer, in discharging his or her duties to the
                           Corporation, may rely on information, opinions,
                           reports or statements, any of which may be written or
                           oral, formal or informal, including financial
                           statements and other financial data, if prepared or
                           presented by any of the following:

                           1.       An Officer or employee of the Corporation
                                    whom the Director or Officer believes in
                                    good faith to be reliable and competent in
                                    the matters presented;

                           2.       Legal counsel, certified public accountants
                                    licensed under Chapter 442 of the Wisconsin
                                    Statutes, or other persons as to matters the
                                    Director or Officer believes in good faith
                                    are within the person's professional or
                                    expert competence; or

                           3.       In the case of reliance by a Director, a
                                    committee of the Board of Directors of which
                                    the Director is not a member if the Director
                                    believes in good faith that the committee
                                    merits confidence.

                  I.       In discharging his or her duties to the Corporation
                           and in determining what he or she believes to be in
                           the best interest of the Corporation, a Director or
                           Officer may, in addition to considering the effects
                           of any action on Shareholders, consider the
                           following:

                           1.       The effects of the action on employees,
                                    suppliers and customers of the Corporation;

                           2.       The effects of the action on communities in
                                    which the Corporation operates; or

                           3.       Any other factor the Director or Officer
                                    considers pertinent.

         7.02 LIMITED LIABILITY OF DIRECTORS AND OFFICERS TO THE CORPORATION AND
SHAREHOLDERS.


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<PAGE>

                  A.       Except as provided in Paragraph B of Section 7.02, a
                           Director or Officer is not liable to the Corporation,
                           its Shareholders or any person asserting rights on
                           behalf of the Corporation or Shareholders, for
                           damages, settlements, fees, fines, penalties or other
                           monetary liabilities arising from a breach of, or
                           failure to perform, any duty resulting solely from
                           his or her status as a Director, unless the person
                           asserting liability proves that the breach or failure
                           to perform constitutes any of the following:

                           1.       A willful failure to deal with the
                                    Corporation or Shareholders in connection
                                    with a matter in which the Director or
                                    Officer had a material conflict of interest;

                           2.       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;

                           3.       A transaction from which the Director or
                                    Officer derived an improper personal profit;
                                    or

                           4.       Willful misconduct.

                  B.       Section 7.02 does not apply to the liability of a
                           Director or Officer for improper declaration of
                           dividends, distribution of assets, corporate purchase
                           of its own shares, distribution of assets to
                           Shareholders during liquidation, or for corporate
                           loans made to an Officer or Director under Wisconsin
                           Business Corporation Law Section 180.0832(1).


                        ARTICLE VIII. CORPORATE DIVIDENDS

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

                           ARTICLE IX. CORPORATE SEAL

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

                             ARTICLE X. FISCAL YEAR

The Board of Directors shall set the fiscal year as set forth in Section 0.05.


                             ARTICLE XI. AMENDMENTS

         11.01 BY SHAREHOLDERS. The Bylaws may be altered, amended or repealed
and new bylaws may be adopted by the Shareholders by affirmative vote of not
less than a majority of the shares present or represented at an Annual or
Special Meeting of the Shareholders at which a quorum is in attendance.

         11.02 BY DIRECTORS. The Bylaws also may be altered, amended or repealed
and new bylaws may be adopted by the Board of Directors by affirmative vote of a
majority of the number of Directors present at or participating in any meeting
at which a quorum is in attendance; but no bylaw adopted by the Shareholders
shall be amended or repealed by the Board of Directors if such bylaw so
provides.

         11.03 IMPLIED AMENDMENTS. Any action taken or authorized by the
Shareholders or by the Board of Directors, which would be inconsistent with the
Bylaws then in effect but is taken or authorized by affirmative vote of not less
than the number of shares or the number of Directors required to amend the
Bylaws so that the Bylaws



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would be consistent with such action, shall be given the same effect as though
the Bylaws had been temporarily amended or suspended so far, but only so far, as
is necessary to permit the specific action so taken or authorized.








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                            CERTIFICATE OF ADOPTION

THE UNDERSIGNED OFFICER OF FIRST MANITOWOC BANCORP, INC. HEREBY CERTIFIES:

THE FOREGOING RESTATED AND AMENDED BYLAWS OF FIRST MANITOWOC BANCORP, INC.
WERE DULY ADOPTED AS OF THE 11TH DAY OF FEBRUARY, 2003.



/S/Thomas J. Bare
---------------------------

By: Thomas J. Bare, President

First Manitowoc Bancorp, Inc.







                                   RESOLUTION

RESOLVED, that the Restated Bylaws of this Corporation in the form presented to
this meeting relating to procedural matters with respect to the business and
affairs of First Manitowoc Bancorp, Inc., shall be, and they hereby are,
adopted.












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