Exhibit 3.2
                                   BYLAWS

                                     OF

                         THE ZIEGLER COMPANIES, INC.
                          (A WISCONSIN CORPORATION)

                             ARTICLE I.   OFFICES

     1.01.   Principal and Business Offices.   The corporation may have such
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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
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required by the Wisconsin Business Corporation Law to be maintained in the
State of Wisconsin may be, but need not be, identical with the principal
office in the State of Wisconsin, and the address of the registered office may
be changed from time to time by the Board of Directors or by the registered
agent.  The business office of the registered agent of the corporation shall
be identical to such registered office.

                          ARTICLE II.   SHAREHOLDERS

     2.01.   Annual Meeting.   The annual meeting of the shareholders shall be
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held on the third Monday in April of each year, or at such other time and date
within thirty days before or after such date as may be fixed by or under the
authority of the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting.  If
the day fixed for the annual meeting shall be a legal holiday in the State of
Wisconsin, such meeting shall be held on the next succeeding business day.

     2.02.   Special Meetings.   Special meetings of the shareholders, for any
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purpose or purposes, unless otherwise prescribed by the Wisconsin Business
Corporation Law, may be called by the Board of Directors, the President or the
Secretary.  The corporation shall call a special meeting of shareholders in
the event that the holders of at least 10% of all of the votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting
sign, date and deliver to the corporation one or more written demands for the
meeting describing one or more purposes for which it is to be held.  The
corporation shall give notice of such a special meeting within thirty days
after the date that the demand is delivered to the corporation.  For purposes
of this Section, notice may be communicated by mail or other method of
delivery (meaning any method of delivery used in conventional commercial
practice, including delivery by hand, mail, commercial delivery and
"electronic transmission," as defined in the Wisconsin Business Corporation
Law); by telephone, including voice mail, answering machine or answering
service; or by any other electronic means.

     2.03.   Place of Meeting.   The Board of Directors may designate any
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place, either within or without the State of Wisconsin, as the place of
meeting for any annual or special meeting of shareholders.  If no designation
is made, the place of meeting shall be the principal office of the
corporation.  Any meeting may be adjourned to reconvene at any place
designated by vote of the shares represented thereat.

     2.04.   Notice of Meeting.   Written notice stating the date, time and
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place of any meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten days nor more than sixty days before the date of the meeting
(unless a different time is provided by the Wisconsin Business Corporation Law
or the articles of incorporation), either personally or by mail, by or at the
direction of the President or the Secretary, to each shareholder of record
entitled to vote at such meeting and to such other persons as required by the
Wisconsin Business Corporation Law.  For purposes of Section 2.04, notice by
"electronic transmission" (as defined in the Wisconsin Business Corporation
Law) is written notice.  Written notice is effective:

        1)     When mailed, if mailed postpaid and addressed to the
               shareholder's address shown in the corporation's current record
               of shareholders.

        2)     When electronically transmitted to the shareholder in a manner
               authorized by the shareholder.

If an annual or special meeting of shareholders is adjourned to a different
date, time or place, the corporation shall not be required to give notice of
the new date, time or place if the new date, time or place is announced at the
meeting before adjournment; provided, however, that if a new record date for
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an adjourned meeting is or must be fixed, the corporation shall give notice of
the adjourned meeting to persons who are shareholders as of the new record
date.

     2.05.   Waiver of Notice.   A shareholder may waive any notice required
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by the Wisconsin Business Corporation Law, the articles of incorporation or
these bylaws before or after the date and time stated in the notice.  The
waiver shall be in writing and signed by the shareholder entitled to the
notice, contain the same information that would have been required in the
notice under applicable provisions of the Wisconsin Business Corporation Law
(except that the time and place of meeting need not be stated) and be
delivered to the corporation for inclusion in the corporate records.  A
shareholder's attendance at a meeting, in person or by proxy, waives objection
to all of the following: (a) lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting or promptly
upon arrival objects to holding the meeting or transacting business at the
meeting; and (b) consideration of a particular matter at the meeting that is
not within the purpose described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.  Unless otherwise
required by law, a waiver of notice may be communicated in person; by mail or
other method of delivery (meaning any method of delivery used in conventional
commercial practice, including delivery by hand, mail, commercial delivery and
"electronic transmission," as defined in the Wisconsin Business Corporation
Law); by telephone, including voice mail, answering machine or answering
service; or by any other electronic means.

      2.06.   Fixing of Record Date.   The Board of Directors may fix in
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advance a date as the record date for the purpose of determining shareholders
entitled to notice of and to vote at any meeting of shareholders, shareholders
entitled to demand a special meeting as contemplated by Section 2.02 hereof,
shareholders entitled to take any other action, or shareholders for any other
purpose.  Such record date shall not be more than seventy days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken.  If no record date is fixed by the Board of
Directors or by the Wisconsin Business Corporation Law for the determination
of shareholders entitled to notice of and to vote at a meeting of
shareholders, the record date shall be the close of business on the day before
the first notice is given to shareholders.  If no record date is fixed by the
Board of Directors or by the Wisconsin Business Corporation Law for the
determination of shareholders entitled to demand a special meeting as
contemplated in Section 2.02 hereof, the record date shall be the date that
the first shareholder signs the demand.  Except as provided by the Wisconsin
Business Corporation Law for a court-ordered adjournment, a determination of
shareholders entitled to notice of and to vote at a meeting of shareholders is
effective for any adjournment of such meeting unless the Board of Directors
fixes a new record date, which it shall do if the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting.  The
record date for determining shareholders entitled to a distribution (other
than a distribution involving a purchase, redemption or other acquisition of
the corporation's shares) or a share dividend is the date on which the Board
of Directors authorized the distribution or share dividend, as the case may
be, unless the Board of Directors fixes a different record date.

     2.07.   Shareholders' List for Meetings.   After a record date for a
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special or annual meeting of shareholders has been fixed, the corporation
shall prepare a list of the names of all of the shareholders entitled to
notice of the meeting.   The list shall be arranged by class or series of
shares, if any, and show the address of and number of shares held by each
shareholder.   Such list shall be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, at the
corporation's principal office or at a place identified in the meeting notice
in the city where the meeting will be held.  A shareholder or his or her agent
may, on written demand, inspect and, subject to the limitations imposed by the
Wisconsin Business Corporation Law, copy the list, during regular business
hours and at his or her expense, during the period that it is available for
inspection pursuant to this Section 2.07.  The corporation shall make the
shareholders' list available at the meeting and any shareholder or his or her
agent or attorney may inspect the list at any time during the meeting or any
adjournment thereof.  Refusal or failure to prepare or make available the
shareholders' list shall not affect the validity of any action taken at a
meeting of shareholders.

     2.08.  Quorum and Voting Requirements.  Shares entitled to vote as a
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separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter.  If the corporation
has only one class of stock outstanding, such class shall constitute a
separate voting group for purposes of this Section 2.08.   Except as otherwise
provided in the articles of incorporation, any bylaw adopted under authority
granted in the articles of incorporation, or the Wisconsin Business
Corporation Law, a majority of the votes entitled to be cast on the matter
shall constitute a quorum of the voting group for action on that matter.  Once
a share is represented for any purpose at 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 the adjourned meeting.
If a quorum exists, except in the case of the election of directors, action on
a matter shall be approved if the votes cast within the voting group favoring
the action exceed the votes cast opposing the action, unless the articles of
incorporation, any bylaw adopted under authority granted in the articles of
incorporation, or the Wisconsin Business Corporation Law requires a greater
number of affirmative votes.  Unless otherwise provided in the articles of
incorporation, directors shall be elected by a plurality of the votes cast by
the shares entitled to vote in the election of directors at a meeting at which
a quorum is present.  For purposes of this Section 2.08, "plurality" means
that the individuals with the largest number of votes are elected as directors
up to the maximum number of directors to be chosen at the meeting.  Though
less than a quorum of the outstanding votes of a voting group are represented
at a meeting, a majority of the votes 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.  Conduct of Meeting.  The President and in his or her absence, a
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Vice President in the order provided under Section 4.07 hereof, and in their
absence, any person chosen by the shareholders present shall call the meeting
of the shareholders to order and shall act as chairperson of the meeting, and
the Secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

     2.10.  Proxies.  At all meetings of shareholders, a shareholder may vote
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his or her shares in person or by proxy as provided by the Wisconsin Business
Corporation Law.  The means by which a shareholder or the shareholder's
authorized officer, director, employee, agent or attorney-in-fact may
authorize another person to act for the shareholder by appointing the person
as proxy include:

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

     b)  Appointment of a proxy by transmitting or authorizing the
transmission of an electronic transmission of the appointment to the person
who will be appointed as proxy or to a proxy solicitation firm, proxy support
service organization or like agent authorized to receive the transmission by
the person who will be appointed as proxy.  Every electronic transmission
shall contain, or be accompanied by, information that can be used to
reasonably determine that the shareholder transmitted or authorized the
transmission of the electronic transmission.  Any person charged with
determining whether a shareholder transmitted or authorized the transmission
of the electronic transmission shall specify the information upon which the
determination is made.

     c)  Executing as an "electronic signature" and signing documents as
permitted by the Wisconsin Business Corporation Law.

An appointment of a proxy is effective when a signed appointment form or an
electronic transmission of the appointment is received by the inspector of
election or the officer or agent of the corporation authorized to tabulate
votes.  An appointment is valid for 11 months unless a different period is
expressly provided in the appointment.  An appointment of a proxy is revocable
unless the appointment form or electronic transmission states that it is
irrevocable and the appointment is coupled with an interest.  For purposes of
these bylaws, signed shall include any permitted method under the Wisconsin
Business Corporation Law.

     2.11.  Voting of Shares.   Except as provided in the articles of
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incorporation or in the Wisconsin Business Corporation Law, each outstanding
share, regardless of class, is entitled to one vote on each matter voted on at
a meeting of shareholders.

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

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

     The corporation may reject a vote, consent, waiver or proxy appointment
in any form permitted by the Wisconsin Business Corporation Law if the
Secretary or other officer or agent of the corporation who is authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

                       ARTICLE III.  BOARD OF DIRECTORS

     3.01.  General Powers and Number.  All corporate powers shall be
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exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, the Board of Directors.  The
number of directors of the corporation shall be six.

     3.02.  Tenure and Qualifications.  The directors shall be divided into
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three classes to consist of two or three members, respectively, in each of
three classes, and the term of one class shall expire at each annual meeting.
At each annual meeting, the number of directors equal to the number of the
class whose term expires at the time of such meeting shall be elected to hold
office until the third succeeding annual meeting.  Each director shall hold
office for the term for which he is elected and until his or her successor
shall have been elected and, if necessary, qualified, or until there is a
decrease in the number of directors which takes effect after the expiration of
his or her term, or until his or her prior death, resignation or removal.  A
director may be removed by the shareholders only at a meeting called for the
purpose of removing the director, and the meeting notice shall state that the
purpose, or one of the purposes, of the meeting is removal of the director.  A
director may be removed from office with or without cause if the number of
votes cast to remove the director exceeds the number of votes cast not to
remove such director.  A director may resign at any time by delivering written
notice which complies with the Wisconsin Business Corporation Law to the Board
of Directors, to the President or to the corporation.  A director's
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.  Directors need not be residents of the
State of Wisconsin or shareholders of the corporation.

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

     3.04.  Special Meetings.  Special meetings of the Board of Directors may
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be called by or at the request of the President, Secretary or any two
directors.  The President or Secretary may fix any place, either within or
without the State of Wisconsin, as the place for holding any special meeting
of the Board of Directors, and if no other place is fixed the place of the
meeting shall be the principal office of the corporation in the State of
Wisconsin.

     3.05.  Notice; Waiver.  Notice of each meeting of the Board of Directors
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(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered in person, by telegraph, teletype, facsimile or other
form permitted under the Wisconsin Business Corporation Law not less than
twenty-four hours prior to the meeting or by mail or private carrier, to each
director at his business address or at such other address as such director
shall have designated in writing filed with the Secretary, not less than
forty-eight hours prior to the meeting.  For purposes of this Section 3.06,
notice by electronic transmission is written notice.  The notice need not
describe the purpose of the meeting of the Board of Directors or the business
to be transacted at such meeting.  If mailed, such notice shall be deemed to
be effective when deposited in the United States mail so addressed, with
postage thereon prepaid.  If notice is given by telegram, such notice shall be
deemed to be effective when the telegram is delivered to the telegraph
company.  If notice is given by private carrier, such notice shall be deemed
to be effective when delivered to the private carrier; and if given by
electronic transmission, when electronically transmitted to the director in a
manner authorized by the director.  Whenever any notice whatever is required
to be given to any director of the corporation under the articles of
incorporation or these bylaws or any provision of the Wisconsin Business
Corporation Law, a waiver thereof in writing, signed at any time, whether
before or after the date and time of meeting, by the director entitled to such
notice shall be deemed equivalent to the giving of such notice.  The
corporation shall retain any such waiver as part of the permanent corporate
records.  A director's attendance at or participation in a meeting waives any
required notice to him or her of the meeting unless the director at the
beginning of the meeting or promptly upon his or her arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

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

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

     3.08.  Conduct of Meetings.  The Chairman of the Board and in his or her
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absence, the President, and in their absence, a Vice President in the order
provided under Section 4.07, and in their absence, any director chosen by the
directors present, shall call meetings of the Board of Directors to order and
shall act as chairperson of the meeting.  The Secretary of the corporation
shall act as secretary of all meetings of the Board of Directors but in the
absence of the Secretary, the presiding officer may appoint any other person
present to act as secretary of the meeting.  Minutes of any regular or special
meeting of the Board of Directors shall be prepared and distributed to each
director.

     3.09.  Vacancies.  Except as provided below, any vacancy occurring in the
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Board of Directors, including a vacancy resulting from an increase in the
number of directors, may be filled by any of the following: (a) the
shareholders; (b) the Board of Directors; or (c) if the directors remaining in
office constitute fewer than a quorum of the Board of Directors, the
directors, by the affirmative vote of a majority of all directors remaining in
office.  If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that voting group may vote to
fill the vacancy if it is filled by the shareholders, and only the remaining
directors elected by that voting group may vote to fill the vacancy if it is
filled by the directors.  A vacancy that will occur at a specific later date,
because of a resignation effective at a later date or otherwise, may be filled
before the vacancy occurs, but the new director may not take office until the
vacancy occurs.

     3.10.  Compensation.  The Board of Directors, irrespective of any
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personal interest of any of its members, may establish reasonable compensation
of all directors for services to the corporation as directors or may delegate
such authority to an appropriate committee.  The Board of Directors also shall
have authority to provide for or delegate authority to an appropriate
committee to provide for reasonable pensions, disability or death benefits,
and other benefits or payments, to directors, officers and employees and to
their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the
corporation.

     3.11.  Presumption of Assent.  A director who is present and is announced
            ---------------------
as present at a meeting of the Board of Directors or any committee thereof
created in accordance with Section 3.12 hereof, when corporate action is
taken, assents to the action taken unless any of the following occurs: (a) the
director objects at the beginning of the meeting or promptly upon his or her
arrival to holding the meeting or transacting business at the meeting; (b) the
director dissents or abstains from an action taken and minutes of the meeting
are prepared that show the director's dissent or abstention from the action
taken; (c) the director delivers written notice that complies with the
Wisconsin Business Corporation Law of his or her dissent or abstention to the
presiding officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting; or (d) the director dissents or
abstains from an action taken, minutes of the meeting are prepared that fail
to show the director's dissent or abstention from the action taken, and the
director delivers to the corporation a written notice of that failure that
complies with the Wisconsin Business Corporation Law promptly after receiving
the minutes.  Such right of dissent or abstention shall not apply to a
director who votes in favor of the action taken.

     3.12.  Committees.  The Board of Directors by resolution adopted by the
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affirmative vote of a majority of all of the directors then in office may
create one or more committees, appoint members of the Board of Directors to
serve on the committees and designate other members of the Board of Directors
to serve as alternates.  Each committee shall have two or more members who
shall, unless otherwise provided by the Board of Directors, serve at the
pleasure of the Board of Directors.  A committee may be authorized to exercise
the authority of the Board of Directors, except that a committee may not do
any of the following: (a) authorize distributions; (b) approve or propose to
shareholders action that the Wisconsin Business Corporation Law requires to be
approved by shareholders; (c) fill vacancies on the Board of Directors or,
unless the Board of Directors provides by resolution that vacancies on a
committee shall be filled by the affirmative vote of the remaining committee
members, on any Board committee; (d) amend the corporation's articles of
incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan or merger
not requiring shareholder approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; and (h) authorize or approve the issuance or sale or contract for
sale of shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, except that the Board of
Directors may authorize a committee to do so within limits prescribed by the
Board of Directors.  Unless otherwise provided by the Board of Directors in
creating the committee, a committee may employ counsel, accountants and other
consultants to assist it in the exercise of its authority.

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

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

                            ARTICLE IV.   OFFICERS

     4.01.  Number.  The principal officers of the corporation shall be a
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Chairman of the Board, a President and Chief Executive Officer, the number of
Vice Presidents as authorized from time to time by the Board of Directors, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors.	Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors.  The Board of
Directors may also authorize any duly appointed officer to appoint one or more
officers or assistant officers.  Any two or more offices may be held by the
same person.  The Chairman of the Board and any Vice Chairman of the Board
shall be chosen from among the Board of Directors.  The Chairman of the Board
shall, when present, preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, the Vice Chairman of the Board, when
present, shall preside at such meetings.  The Chairman of the Board and any
Vice Chairman of the Board shall perform such duties as may from time to time
be prescribed by the Board of Directors.

     4.02.  Election and Term of Office.  The officers of the corporation to
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be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders.  If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as is
practicable.  Each officer shall hold office until his or her successor shall
have been duly elected or until his or her prior death, resignation or
removal.

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

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

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

     4.06.  Chairman of the Board.  The Chairman of the Board shall, when
            ---------------------
present, preside at all meetings of the Board of Directors and shall perform
such other duties as may be prescribed by the Board of Directors from time to
time.

     4.07.  President and Chief Executive Officer.  The President and Chief
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Executive Officer (herein referred to as the "President") shall be the
principal executive officer of the corporation and, subject to the direction
of the Board of Directors, shall in general supervise and control all of the
business and affairs of the corporation.  The President shall, when present,
preside at meetings of the shareholders.  He or she shall have authority,
subject to such rules as may be prescribed by the Board of Directors, to
appoint such agents and employees of the corporation as he or she shall deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them.  Such agents and employees shall hold office at the
discretion of the President.  He or she shall have authority to sign, execute
and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds,
stock certificates, contracts, leases, reports and all other documents or
instruments necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board
of Directors, he or she may authorize any Vice President or other officer or
agent of the corporation to sign, execute and acknowledge such documents or
instruments in his or her place and stead.  In general he or she shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

     4.08.  The Vice Presidents.  In the absence of the President or in the
            -------------------
event of the President's death, inability or refusal to act, or in the event
for any reason it shall be impracticable for the President to act personally,
the Vice President (or in the event there be more than one Vice President, the
Vice Presidents in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.  Any Vice President
may sign, with the Secretary or Assistant Secretary, certificates for shares
of the corporation; and shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him or her by
the President or by the Board of Directors.  The execution of any instrument
of the corporation by any Vice President shall be conclusive evidence, as to
third parties, of his or her authority to act in the stead of the President.

     4.09.  The Secretary.  The Secretary shall: (a) keep minutes of the
            -------------
meetings of the shareholders and of the Board of Directors (and of committees
thereof) in one or more books provided for that purpose (including records of
actions taken by the shareholders or the Board of Directors (or committees
thereof) without a meeting); (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by the Wisconsin
Business Corporation Law; (c) be custodian of the corporate records and of the
seal of the corporation and see that the seal of the corporation is affixed to
all documents the execution of which on behalf of the corporation under its
seal is duly authorized; (d) maintain a record of the shareholders of the
corporation, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares and showing the
number and class or series of shares held by each shareholder; (e) sign with
the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all duties incident to the office
of Secretary and have such other duties and exercise such authority as from
time to time may be delegated or assigned by the President or by the Board of
Directors.

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

     4.11  Assistant Secretaries and Assistant Treasurers.  There shall be
           ----------------------------------------------
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize.  The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution
of the Board of Directors.  The Assistant Treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors
shall determine.  The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties and have such authority as shall from time
to time be delegated or assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.

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

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

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

     5.01.  Contracts.  The Board of Directors may authorize any officer or
            ---------
officers, agent or agents, to enter into any contract or execute or deliver
any instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances.  In the
absence of other designation, all deeds, mortgages and instruments of
assignment or pledge made by the corporation shall be executed in the name of
the corporation by the President or one of the Vice Presidents and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer;
the Secretary or an Assistant Secretary, when necessary or required, shall
affix the corporate seal, if any, thereto; and when so executed no other party
to such instrument or any third party shall be required to make any inquiry
into the authority of the signing officer or officers.

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

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

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

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

          ARTICLE VI.   CERTIFICATES FOR SHARES; TRANSFER OF SHARES

     6.01.  Certificates for Shares.  Certificates representing shares of the
            -----------------------
corporation shall be in such form, consistent with the Wisconsin Business
Corporation Law, as shall be determined by the Board of Directors.  Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary.  All certificates for shares shall be
consecutively numbered or otherwise identified.  The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation.  All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except as provided in Section 6.06.

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

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

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

     6.05.  Restrictions on Transfer.  The face or reverse side of each
            ------------------------
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

     6.06.  Lost, Destroyed or Stolen Certificates.  Where the owner claims
            --------------------------------------
that certificates for shares have been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a
bona fide purchaser, (b) files with the corporation a sufficient indemnity
bond if required by the Board of Directors or any principal officer, and (c)
satisfies such other reasonable requirements as may be prescribed by or under
the authority of the Board of Directors.

     6.07.  Consideration for Shares.  The Board of Directors may authorize
            ------------------------
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed or other securities
of the corporation.  Before the corporation issues shares, the Board of
Directors shall determine that the consideration received or to be received
for the shares to be issued is adequate.  The determination of the Board of
Directors is conclusive insofar as the adequacy of consideration for the
issuance of shares relates to whether the shares are validly issued, fully
paid and nonassessable.  The corporation may place in escrow shares issued in
whole or in part for a contract for future services or benefits, a promissory
note, or other property to be issued in the future, or make other arrangements
to restrict the transfer of the shares, and may credit distributions in
respect of the shares against their purchase price, until the services are
performed, the benefits or property are received or the promissory note is
paid.  If the services are not performed, the benefits or property are not
received or the promissory note is not paid, the corporation may cancel, in
whole or in part, the shares escrowed or restricted and the distributions
credited.

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

                             ARTICLE VII.   SEAL

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

                       ARTICLE VIII.   INDEMNIFICATION

     8.01.  Certain Definitions.  All capitalized terms used in this Article
            -------------------
VIII and not otherwise hereinafter defined in this Section 8.01 shall have the
meaning set forth in Section 180.0850 of the Statute.  The following
capitalized terms (including any plural forms thereof) used in this Article
VIII shall be defined as follows:

     (a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise
that directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Corporation.

     (b) "Authority" shall mean the entity selected by the Director or Officer
to determine his or her right to indemnification pursuant to Section 8.04.

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

     (d) "Breach of Duty" shall mean the Director or Officer breached or
failed to perform his or her duties to the Corporation and his or her breach
of or failure to perform those duties is determined, in accordance with
Section 8.04, to constitute misconduct under Section 180.0851(2)(a) 1, 2, 3 or
4 of the Statute.

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

     (f) "Director or Officer" shall have the meaning set forth in the
Statute; provided, that, for purposes of this Article VIII, it shall be
conclusively presumed that any Director or Officer serving as a director,
officer, partner, trustee, member of any governing or decision-making
committee, employee or agent of an Affiliate shall be so serving at the
request of the Corporation.

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

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

     (i) "Proceeding" shall have the meaning set forth in the Statute;
provided, that, in accordance with Section 180.0859 of the Statute and for
purposes of this Article VIII, the term "Proceeding" shall also include all
Proceedings (i) brought under (in whole or in part) the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, their
respective state counterparts, and/or any rule or regulation promulgated under
any of the foregoing; (ii) brought before an Authority or otherwise to enforce
rights hereunder; (iii) any appeal from a Proceeding; and (iv) any Proceeding
in which the Director or Officer is a plaintiff or petitioner because he or
she is a Director or Officer; provided, however, that any such Proceeding
under this subsection (iv) must be authorized by a majority vote of a
Disinterested Quorum.

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

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

     8.03.  Procedural Requirements.
            -----------------------
     (a) A Director or Officer who seeks indemnification under Section 8.02
shall make a written request therefor to the Corporation.  Subject to Section
8.03(b), within sixty days of the Corporation's receipt of such request, the
Corporation shall pay or reimburse the Director or Officer for the entire
amount of Liabilities incurred by the Director or Officer in connection with
the subject proceeding (net of any Expenses previously advanced pursuant to
Section 8.05).

     (b) No indemnification shall be required to be paid by the Corporation
pursuant to Section 8.02 if, within such sixty-day period, (i) a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty
or (ii) a Disinterested Quorum cannot be obtained.

     (c) In either case of nonpayment pursuant to Section 8.03(b), the Board
shall immediately authorize by resolution that an Authority, as provided in
Section 8.04, determine whether the Director's or Officer's conduct
constituted a Breach of Duty and, therefore, whether indemnification should be
denied hereunder.

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

     8.04.  Determination of Indemnification.
            --------------------------------
     (a) If the Board authorizes an Authority to determine a Director's or
Officer's right to indemnification pursuant to Section 8.03, then the Director
or Officer requesting indemnification shall have the absolute discretionary
authority to select one of the following as such Authority:

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

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

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

     (b) In any such determination by the selected Authority there shall exist
a rebuttable presumption that the Director's or Officer's conduct did not
constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required.  The burden of rebutting such a presumption
by clear and convincing evidence shall be on the Corporation or such other
party asserting that such indemnification should not be allowed.
     (c) The Authority shall make its determination within sixty days of being
selected and shall submit a written opinion of its conclusion simultaneously
to both the Corporation and the Director or Officer.

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

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

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

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

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

          (ii) The Director or Officer furnishes to the Corporation an
     unsecured executed written agreement to repay any advances made under
     this Section 8.05 if it is ultimately determined by an Authority that he
     or she is not entitled to be indemnified by the Corporation for such
     Expenses pursuant to Section 8.04.

     (b) If the Director or Officer must repay any previously advanced
Expenses pursuant to this Section 8.05, such Director or Officer shall not be
required to pay interest on such amounts.

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

     (b) The Corporation shall indemnify an employee who is not a Director or
Officer, to the extent he or she has been successful on the merits or
otherwise in defense of a Proceeding, for all reasonable Expenses incurred in
the Proceeding if the employee was a Party because he or she was an employee
of the Corporation.

     (c) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section 8.06(b) hereof) against Liabilities incurred
by, and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her
duties as such and who is not otherwise a Director or Officer.

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

     8.08  Notice to the Corporation.  A Director, Officer or employee shall
           -------------------------
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director, Officer or
employee hereunder unless the Corporation shall have been irreparably
prejudiced by such failure (as determined, in the case of Directors or
Officers only, by an Authority selected pursuant to Section 8.04(a)).

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

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

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

                           ARTICLE IX.  AMENDMENTS

     9.01.  By Shareholders.  These bylaws may be amended or repealed and new
            ---------------
bylaws may be adopted by the shareholders at any annual or special meeting of
the shareholders at which a quorum is in attendance.

     9.02.  By Directors.  Except as otherwise provided by the Wisconsin
           ------------
Business Corporation Law or the articles of incorporation, these bylaws may
also be amended or repealed and new bylaws may be adopted by the Board of
Directors by affirmative vote of a majority of the number of directors present
at any meeting at which a quorum is in attendance; provided, however, that
                                                   --------  -------
the shareholders in adopting, amending or repealing a particular bylaw may
provide therein that the Board of Directors may not amend, repeal or readopt
that bylaw.

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

Certification
-------------
I hereby certify that the above are the Bylaws of The Ziegler Companies, Inc.,
revised to reflect certain amendments effective as of July 30, 2002.


/s/ S. Charles O'Meara
-----------------------------
S. Charles O'Meara, Secretary

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