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                                     BYLAWS


                                       OF


                            BLACKHAWK BANCORP, INC.


                                    ADOPTED


                               NOVEMBER 22, 1989,


                                   AS AMENDED


                               FEBRUARY 14, 1990




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                              ARTICLE I.  OFFICES

     1.01 Principal and Business Offices.  The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

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


                           ARTICLE II.  SHAREHOLDERS

     2.01 Annual Meeting.  The annual meeting of the shareholders shall be held
on the second Wednesday of May in each year at 10:00 o'clock, A.M., or at such
other time and date within thirty days before or after said date as may be
fixed by or under the authority of the Board of Directors, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting.  The first annual meeting shall occur in 1991.  If the day
fixed for the annual meeting shall be a legal holiday in the State of
Wisconsin, such meeting shall be held on the next succeeding business day.  If
the election of directors shall not be held on the day designated herein, or
fixed as herein provided, for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.

     2.02 Special Meeting.  Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman of the Board or the President or the Board of Directors or by the
person designated in the written request of the holders of not less than
one-tenth of all shares of the corporation entitled to vote at the meeting.

     2.03 Place of Meeting.  The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting
may designate any place, either within or without the State of Wisconsin, as
the place for the holding of such meeting.  If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the
principal business office of the corporation in the State of Wisconsin or such
other suitable place in the county of such principal office as may be
designated by the person calling such meeting, but any meeting may be adjourned
to reconvene at any place designated by vote of a majority of the shares
represented thereat.

     2.04(a)  Notice of Meeting.  A notice in writing of each meeting of the
shareholders, stating the place, day and hour thereof and, when such meeting is
a special meeting, the general purpose or purposes for which it is called,
shall be given by the Secretary or an Assistant Secretary or the officer or
person calling the meeting to each shareholder, by leaving such notice with him
or at his residence or usual place of abode, or by mailing a copy thereof
addressed to him at his last known post office address as last shown on the
stock records of the corporation, postage prepaid.  If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock record
books of the corporation, with postage thereon prepaid.  Such notice shall be
given, in the case of an annual meeting of shareholders, not less than ten days
nor more than fifty days before the date



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of the meeting and, in the case of a special meeting, shall be given
not less than twenty days nor more than fifty days before the date of the
meeting, unless the Board of Directors, acting by a majority of the directors
then in office, shall determine otherwise.  No business shall be transacted at
any special meeting of shareholders which was not specified in the notice
thereof.

     Whenever any notice is required to be given to any shareholder to whom
communication is made unlawful by any law of the United States, whenever
enacted, or by any rule, regulation, proclamation or executive order issued
under any such law, the giving of such notice to such shareholder shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such shareholder.

     (b) Notice of Nominations and Proposed Action to be Taken at Shareholders'
Meetings.  Subject to the rights of the holders of any class or series of
preferred stock then outstanding, nominations for the election of directors or
any other action proposed to be taken at a shareholders' meeting may be made or
proposed by the Board of Directors or by any shareholder entitled to vote for
the election of directors or for such proposed action.  Except with respect to
nominations or proposals adopted or recommended by the Board of Directors, a
shareholder entitled to vote for the election of directors at a meeting may
nominate persons for election as directors or propose action to be taken at a
meeting only if written notice of such shareholder's intent to make such
nomination or proposal is given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the corporation not later
than (i) with respect to an election to be held or a proposal to be considered
at an annual meeting of shareholders, 90 days in advance of such meeting, or
(ii) with respect to an election to be held or a proposal  to be considered at
a special meeting of shareholders, the close of business on the seventh day
following the date on which notice of such meeting is first given to
shareholders.  With respect to shareholder nominations for the election of
directors each such notice shall set forth:  (a) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (b) a epresentation that the shareholder is a holder of record of
stock of the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements and under
standings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the corporation if so elected.  With respect to
shareholder proposals for action to be taken at a shareholders' meeting, each
such notice shall set forth:  (w) a description of the proposal to be made by
the shareholder; (x) the name and address of the shareholder who intends to
make the proposal; (y) a representation that the shareholder is a holder of
record of stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to make the proposal specified
in the notice; and (z) a description of all arrangements or understandings
between the shareholder and each person or persons (naming such person or
persons) pursuant to which the proposal is to be made by the shareholder.  The
chairman of the meeting may refuse to acknowledge the nomination or proposal of
any person made without compliance with the foregoing procedure.

     2.05 Closing of Transfer Books or Fixing of Record Date.  For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, fifty days.  If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten 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,


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such date in any case to be not more than fifty days and, in 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 apply to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.

     2.06 Voting Lists.  The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each, which list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes of the meeting.  The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.  Failure to comply with the requirements of this
section shall not affect the validity of any action taken at such meeting.

     2.07 Quorum.  Except as otherwise provided in the Articles of
Incorporation or these Bylaws, a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders.  If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders unless the vote of a greater number
or voting by classes is required by law, the Articles of Incorporation or these
Bylaws.  Though less than a quorum of the outstanding shares is 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 noticed.  The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     2.08 Conduct of Meetings.  The Chairman of the Board, or if none or in his
absence, the President, and in his absence, the Executive Vice President, or if
none or in his absence, a Vice President in the order provided under Section
4.08, and in their absence, any person chosen by the
shareholders present shall call the meeting of the shareholders to order and
shall act as chairman of the meeting, and the Secretary of the corporation
shall act as secretary of all meetings of the shareholders, but, in the absence
of the Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.

     2.09 Proxies.  At all meetings of the shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the shareholder
or by his duly authorized attorney-in-fact.  Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting.  Unless
otherwise provided in the proxy, a proxy may be revoked at any time before it
is voted, either by written notice filed with the Secretary 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 proxy shall not of itself constitute a revocation.  No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.  The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the validity and
sufficiency of proxies.

     2.10 Voting of Shares.  Each outstanding share shall be entitled to one
vote upon each matter


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submitted to a vote at a meeting of shareholders, except to the extent
that the voting rights of the shares of any class or classes are enlarged,
limited or denied by the Articles of Incorporation.  If the Articles of
Incorporation provide for more or less than one vote for any share, on any
matter, every reference in these Bylaws to a majority or other proportion of
shares shall refer to such a majority or other proportion of votes entitled to
be cast.

     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.  A proxy executed
by any principal officers of such other corporation or assistant thereto shall
be conclusive evidence of the signer's authority to act, in the absence of
express notice to this corporation, given in writing to the Secretary of this
corporation, of the designation of some other person by the board of directors
or 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, either in person or by
proxy, without a transfer of such shares into his name, provided that there is
filed with the Secretary before or at the time of meeting proper evidence of
his incumbency and the number of shares held.  Shares standing in the name of a
fiduciary may be voted by him, either in person or by  proxy.  A proxy executed
by a fiduciary shall be conclusive evidence of the signer's authority to act,
in the absence of express notice to this corporation, given in writing to the
Secretary of this corporation, that such manner of voting is expressly
prohibited or otherwise directed by the documents 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.

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

     (e) Minors.  Shares held by a minor may be voted by such minor in person
or by proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has received written
notice or has actual knowledge that such shareholder is a minor.

     (f) Incompetents and Spendthrifts.  Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.

     (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 legal representative is present and claims the
right to participate in the voting of such shares or prior to the vote files
with the Secretary of the corporation a contrary written voting authorization
or direction or written denial of authority of the individual present or
signing the



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proxy proposed to be voted or (ii) all such other individuals are
deceased and the Secretary of the corporation has no actual knowledge that the
survivor has been adjudicated not to be the successor to the interests of those
deceased.

     2.12 Waiver of Notice by Shareholders.  Whenever any notice whatever is
required to be given to any shareholder of the corporation under the Articles
of Incorporation or Bylaws or any provision of law, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by
the shareholder entitled to such notice, shall be deemed equivalent to the
giving of such notice; provided that such waiver in respect to any matter of
which notice is required under any provision of the Wisconsin Business
Corporation Law, shall contain the same information as would have been required
to be included in such notice, except the time and place of meeting.

     2.13 Unanimous Consent without Meeting.  Any action required or permitted
by the Articles of Incorporation or Bylaws or any provision of law to be taken
at a meeting of the shareholders, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.


                        ARTICLE III.  BOARD OF DIRECTORS

     3.01 Number and Election.  The business, property and affairs of the
corporation shall be managed by, or under the direction of, its Board of
Directors.  The number of the directors of the corporation (exclusive of
directors (the "Preferred Stock Directors") who may be elected by a separate
vote of the holders of then outstanding shares of any class or series of
preferred stock) shall be twelve.  No decrease in the number of directors shall
have the effect of shortening the term of an incumbent director.

     The Board of Directors shall be divided into three classes, as nearly
equal in number as possible.  At the first annual meeting of shareholders, one
class shall be elected to hold office for a term expiring at the 1992 annual
meeting, one class shall be elected to hold office for a term expiring at the
1993 annual meeting, and one class shall be elected to hold office for a term
expiring at the 1994 annual meeting.  Thereafter, at each annual meeting of
shareholders of the corporation, the date of which shall be fixed by or
pursuant to these Bylaws, the successors of the class of directors whose terms
shall expire at that meeting shall be elected for a term expiring at the annual
meeting of shareholders held in the third year following their year of
election.  Each director shall hold office until his successor shall have been
duly elected and qualified.  The election of directors need not be by ballot
unless the Bylaws so provide.

     3.02 Tenure and Qualifications; Removal.  Each director shall hold office
until the annual meeting of shareholders at which his term expires, and until
his successor shall have been elected, or until his prior death, resignation or
removal.  A director may resign at any time by filing his written resignation
with the Secretary of the corporation.  Directors need not be residents of the
State of Wisconsin or shareholders of the corporation.

     Subject to the rights of the holders of any class or series of preferred
stock then outstanding, any director or the entire Board of Directors of the
corporation may be removed only for cause and only by the affirmative vote of
either (1) the Board of Directors, acting by not less than a majority of the
directorships or (2) the holders of 80% of the combined voting power of the
then outstanding shares of the stock of all classes and series of the
corporation entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class.  For the purposes of this
Section, (1) "cause" shall exist only if a director (i) has been convicted of a
felony in a final adjudication or (ii) has been adjudged in a final
adjudication to have willfully


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engaged in gross misconduct materially and demonstrably injurious to
the corporation, and (2) "final adjudication" shall mean a judgment by a court
of competent jurisdiction which becomes final (I) after completion of all
proceedings for direct review or (II) after expiration of the time to obtain
initial or further direct review, no such review having been taken.

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

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

     3.05 Notice of Meetings; Waiver.  Notice of each meeting of the Board
of Directors (unless otherwise provided in or pursuant to Section 3.03) shall
be given by written notice delivered personally or mailed or given by telegram
to each director at his business address or at such other address as such
director shall have designated in writing filed with the Secretary, in each
case not less than 48 hours prior thereto.  If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid.  If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company.  Whenever any notice whatever is required to be given to any director
of the corporation under the Articles of Incorporation or Bylaws or any
provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of the meeting, by the director entitled to such
notice, shall be deemed equivalent to the giving of such notice.  The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting and objects thereat to
the transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

     3.06 Quorum.  Except as otherwise provided by law or by the Articles of
Incorporation or these Bylaws, a majority of the number of directors set forth
in Section 3.01 shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but a majority of the directors present
(though less than such quorum) may adjourn the meeting from time to time
without further notice.

     3.07 Manner of Acting.  The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by the
Articles of Incorporation or these Bylaws.

     3.08 Conduct of Meetings.  The Chairman of the Board, if there be one and
he is present, or the President, and in his absence, any director chosen by the
directors present, shall call meetings of the Board of Directors to order and
shall act as chairman of the meeting.  The Secretary of the corporation shall
act as secretary of all meetings of the Board of Directors, but in the absence
of the Secretary, the presiding officer may appoint any Assistant Secretary or
any director or other person present to act as secretary of the meeting.




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     3.09 Vacancies.  Except as otherwise provided by law and subject to the
rights of the holders of any class or series of preferred stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled solely by the Board of Directors, acting
by the affirmative vote of not less than a majority of the directors then in
office, even though less than a quorum of the Board of Directors.  Subject to
the requirement of Section 3.01 hereof that each class of directors be as
nearly equal in number as possible, the Board of Directors shall designate the
class of each director elected to fill a vacancy on the Board resulting from an
increase in the authorized number of directors.  Any director elected pursuant
to this Section 3.09 shall hold office until the next election of the class for
which such director shall have been chosen and until his successor shall be
elected and qualified.  Except as otherwise provided by law the shareholders of
the corporation shall have no right to fill any vacancies, whether resulting
from an increase in the authorized number of directors or otherwise.

     3.10 Compensation.  The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or
otherwise, or may delegate such authority to an appropriate committee.  The
Board of Directors also shall have authority to provide for or to delegate
authority to an appropriate committee to provide for reasonable pensions,
disability or death benefits, and other benefits 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 of the corporation who is present
at a meeting of the Board of Directors or a committee thereof of which he is a
member at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

     3.12 Executive Committee.  During the interim between meetings of the
Board of Directors, the Executive Committee shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation, except action in respect to dividends to shareholders,
election of the principal officers or the filling of vacancies on the Board of
Directors or committees of the Board, and except for powers expressly delegated
to other committees by or pursuant to these Bylaws.

     3.13 Salary and Personnel Committee.  The Salary and Personnel Committee
shall perform any functions of a committee of directors referred to in any
stock option plan or similar plan adopted by the corporation as to the
administration of such plan, including either making or recommending to the
Board of Directors determinations as to any persons to whom options are granted
and the number of shares subject to each option.  However, any member of the
Committee who may be eligible to receive options under any option plan shall
not participate in any deliberations or decisions relating to such plan, and
for purposes of the plan shall be deemed not to be a member of the "committee"
referred to therein.  The Committee shall include at least three directors who
are not so disqualified as to any such plan.  The Committee shall make
recommendations to the Board of Directors with respect to the salary, incentive
compensation and other benefits for principal officers of the corporation and
such other officers and key employees of it and its subsidiaries as the Board
of Directors may request, or to the extent such powers are from time to time
delegated by the Board, the Committee shall determine the compensation and
benefits for certain officers or key employees.



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     3.14 Audit Committee.  The Audit Committee shall have and may exercise
such powers and duties with respect to accounting matters and the audit of the
corporation's financial statements as are customarily accorded similar
committees.  It shall meet with representatives of the corporation's
independent accountants at or about the time the annual audit is completed and
at such other times as the Committee may determine or the accountants may
request.

     3.15 Committees Generally.  The President shall serve as chairman of
the Executive Committee.  The Board of Directors may designate any member of
each other committee as its chairman.  The chairman of each committee may call
and give notice of, and when present shall preside at, meetings of such
committees. The Board of Directors shall elect at least three directors to
serve on each committee, and may elect one or more of its members as alternate
members of any committee of directors, to take the place of any absent member
or members at any meeting of such committee, upon request of the President or
the chairman of such meeting. Consistent with this section and Sections 3.12,
3.13, and 3.14, each such committee shall fix its own rules governing the
conduct of its activities as the Board of Directors may request.  The Board of
Directors by resolution adopted by the affirmative vote of a majority of the
number of directors may designate one or more additional committees which shall
perform such functions and have such powers, not inconsistent with these Bylaws
or the Wisconsin Business Corporation Law, as are provided in such resolution.

     3.16 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 or any committee thereof 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 or members
of the committee then in office.

     3.17 Advisory Directors.  The Board of Directors shall have the power to
designate one or more individuals as Advisory Directors.  Advisory Directors
shall be entitled to attend meetings of the Board but shall not vote nor be
counted in determining the presence of a quorum.

     3.18 Retirement of Directors; Directors Emeriti.

     (a) Retirement.  No person shall be eligible for nomination or
renomination for election as a director at any annual meeting held after his
68th birthday.  No person shall be eligible for election or appointment as a
director otherwise than at an annual meeting unless, on the date of his
election or appointment, he has not yet had his 68th birthday.  Any member of
the Board of Directors who has been elected or appointed in accordance with the
foregoing provisions may continue to serve as a director for the remainder of
his term of office, without regard to his age.

     (b) Selection of Directors Emeriti.  In its discretion, the Board of
Directors may appoint any former director as a Director Emeritus for a
designated term or for life in recognition of his long and faithful service on
the Board of Directors.

     (c) Status of Directors Emeriti.  Directors Emeriti shall be entitled to
attend meetings of the Board of Directors, but shall not vote nor be counted in
determining the presence of quorum.  Directors Emeriti shall be entitled to all
privileges and benefits they enjoyed as a director but shall not be paid for
attending meetings of the Board of Directors.  A Director Emeritus shall be
paid, for as long as he serves in such capacity, at an annual rate of $3,000,
which shall be reduced by any amount received for serving as a Director
Emeritus of any subsidiary of the corporation.


                             ARTICLE IV.  OFFICERS

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<PAGE>   10
     4.01 Number.  The principal officers of the corporation shall be a
President, one or more Vice Presidents, a Secretary, and a Treasurer, each of
whom shall be elected by the Board of Directors.  The Board of Directors may
designate one of the Vice Presidents as the Executive Vice President.  Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the Board of Directors.  Any two or more offices may be held by
the same person, except the offices of President and Secretary and the offices
of President and Vice President.

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

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

     4.04 Vacancies.  A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

     4.05 Chairman of the Board.  The Board of Directors may elect one of its
members the Chairman of the Board.  The Chairman of the Board shall preside at
all meetings of the shareholders and directors at which he is present.  He
shall be ex officio a member of all standing committees and shall be Chairman
of such committees as is determined by the Board of Directors.  He shall
consult with and advise the President of the corporation and exercise
supervision over the affairs of the corporation as its interest and security
may require, and shall perform such services as may be necessary or advisable
for the best interests of the corporation, but subject at all times and in all
matters to the control and direction of the Board of Directors and the
Executive Committee, and shall also perform such other duties as may be
designated by the Board of Directors or Executive Committee.

     4.06 President.  The President shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation.  He 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 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 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 may authorize any Vice President or other officer or
agent of the corporation to sign, execute and acknowledge such documents or
instruments in his place and stead.  In general he 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.

     4.07 The Executive Vice President.  The Executive Vice President, if one
be designated, shall assist the President in the discharge of supervisory,
managerial and executive duties and functions.  In the absence of the President
or in the event of his death, inability or refusal to act, the Executive Vice
President shall perform the duties of the President and when so acting shall
have all the powers and duties of the President.  He shall


                                    - 9 -
<PAGE>   11

perform such other duties as from time to time may be assigned to him by the
Board of Directors or the President.

     4.08 The Vice Presidents.  In absence of the President and the Executive
Vice President, or in the event of their death, inability or refusal to act, or
in the event or any reason it shall be impracticable for them 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 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
authority to act in the stead of the President.  Vice Presidents may be
designated as the Vice President of a specific division, department or portion
of the corporation's business.

     4.09 The Secretary.  The Secretary shall:  (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by 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) keep
or arrange for the keeping of a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (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 to him 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 secur ities of the corporation; (b)
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 5.05; and (c) 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 to him 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 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 any person to act as assistant to any officer,
or as agent for the corporation in his 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 shall have the power to perform


                                    - 10 -

<PAGE>   12

all the duties of the office to which he is so appointed to be
assistant, or as to which he is so appointed to act, except as such power may
be otherwise defined or restricted by the Board of Directors.

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

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

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

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

     5.06 Voting of Securities Owned by this Corporation.  Subject always to
the specific directions

                                    - 11 -
<PAGE>   13

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 be present, or in his absence by the Executive Vice
President if there be one and he is present, or in his absence by any Vice
President of this corporation who may be present, and (b) whenever, in the
judgment of the President, or in his absence, the Executive Vice President if
there be one, or in his absence, 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, the Executive Vice President or one of the Vice Presidents of this
corporation, without necessity of any authorization by the Board of Directors,
affixation of corporate seal or countersignature or attestation by another
officer.  Any person or persons designated in the manner above stated as the
proxy or proxies of 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 the aforesaid officers of this corporation.


     ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.01 Certificates for Shares.  Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors.  Such certificates shall be signed by the President,
the Executive Vice 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 cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as provided
in Section 6.06.

     6.02 Facsimile Signatures and Seal.  The seal of the corporation on any
certificates for shares may be a facsimile.  The signatures of the officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation.

     6.03 Signature by Former Officers.  In case any officer who has signed or
whose facsimile signature has been placed upon any certificate for shares,
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer at
the date of its issue.

     6.04 Transfer of Shares.  Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to 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 said
endorsements are genuine and effective and in compliance with such other
regulations as may be prescribed 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.





                                    - 12 -
<PAGE>   14

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

     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
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation.  When payment of the consideration for which shares are to be
issued shall have been received by the corporation, such shares shall be deemed
to be fully paid and nonassessable by the corporation.  No certificate shall be
issued for any share until such share is fully paid.

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


                         ARTICLE VII.  INDEMNIFICATION

     7.01 Indemnification for Successful Defense.  Within 20 days after receipt
of a written request pursuant to Section 7.03, the corporation shall indemnify
a director or officer, to the extent he or she has been successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if the director or officer was a party because he or
she is a director or officer of the corporation.

     7.02 Other Indemnification.  (a) In cases not included under Section 7.01,
the corporation shall indemnify a director or officer against all liabilities
and expenses incurred by the director or officer in a proceeding to which the
director or officer was a party because he or she is a director or officer of
the corporation, unless liability was incurred because the director or officer
breached or failed to perform a duty he or she owes to the corporation and the
breach or failure to perform constitutes 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 has 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.

(4) Willful misconduct.

     (b) Determination of whether indemnification is required under this
Section shall be made pursuant to Section 7.05.

     (c) 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 under this Section.



                                    - 13 -
<PAGE>   15

     7.03 Written Request.  A director or officer who seeks indemnification
under Sections 7.01 or 7.02 shall make a written request to the corporation.

     7.04 Nonduplication.  The corporation shall not indemnify a director or
officer under Sections 7.01 or 7.02 if the director or officer has previously
received indemnification or allowance of expenses from any person, including
the corporation, in connection with the same proceeding.  However, the director
or officer has no duty to look to any other person for indemnification.

     7.05 Determination of Right to Indemnification.

     (a) Unless otherwise provided by the Articles of Incorporation or by
written agreement between the director or officer and the corporation, the
director or officer seeking indemnification under Section 7.02 shall select one
of the following means for determining his or her right to indemnification:

             (1) By a majority vote of a quorum of the board of directors
             consisting of directors not at the time parties to the same or
             related proceedings.  If a quorum of 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 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 sub. (1)
             or, if unable to obtain such a quorum or committee, by a majority
             vote of the full board of directors, including directors who are
             parties to the same or related proceedings.

             (3) By a panel of three arbitrators consisting of one arbitrator
             selected by those directors entitled under sub. (2) to select
             independent legal counsel, one arbitrator
             selected by the director or officer seeking indemnification and
             one arbitrator selected by the two arbitrators previously
             selected.

             (4) By an affirmative vote of the majority of shares represented
             at a meeting of shareholders at which a quorum is present.  Shares
             owned by, or voted under the control of, persons who are at the
             time parties to the same or related proceedings, whether as
             plaintiffs or defendants or in any other capacity, may not be
             voted in making the determination.

             (5) By a court under Section 7.08.

             (6) By any other method provided for in any additional right to
             indemnification permitted under Section 7.07.

     (b) In any determination under (a), the burden of proof is on the
corporation to prove by clear and convincing evidence that indemnification
under Section 7.02 should not be allowed.

     (c) A written determination as to a director's or officer's
indemnification under Section 7.02 shall be submitted to both the corporation
and the director or officer within 60 days of the selection made under (a).

     (d) If it is determined that indemnification is required under Section
7.02, the corporation



                                    - 14 -

<PAGE>   16

shall pay all liabilities and expenses not prohibited by Section 7.04
within 10 days after receipt of the written determination under (c).  The
corporation shall also pay all expenses incurred by the director or officer in
the determination process under (a).

     7.06 Advance Expenses.  Within 10 days after receipt of a written request
by a director or officer who is a party to a proceeding, the corporation shall
pay or reimburse his or her reasonable expenses as incurred if the director or
officer provides the corporation with all of the following:

             (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.

             (2) A written undertaking, executed personally or on his or her
             behalf, to repay the allowance to the extent that it is ultimately
             determined under Section 7.05 that indemnification under Section
             7.02 is not required and that indemnification is not ordered by a
             court under Section 7.08(b)(2).  The undertaking under this
             subsection shall be an unlimited general obligation of the
             director or officer and may be accepted without reference to his
             or her ability to repay the allowance.  The undertaking may be
             secured or unsecured.

     7.07 Nonexclusivity.  (a) Except as provided in (b), Sections 7.01, 7.02
and 7.06 do not preclude any additional right to indemnification or allowance
of expenses that a director or officer may have under any of the following:

             (1) The Articles of Incorporation.

             (2) A written agreement between the director or officer and the
             corporation.

             (3) A resolution of the board of directors.

             (4) A resolution, after notice, adopted by a majority vote of all
             of the corporation's voting shares then issued and outstanding.

     (b) Regardless of the existence of an additional right under (a), the
corporation shall not indemnify a director or officer, or permit a director or
officer to retain any allowance of expenses unless it is determined by or on
behalf of the corporation that the director or officer did not breach or fail
to perform a duty he or she owes to the corporation which constitutes conduct
under Section 7.02(a)(1), (2), (3) or (4).  A director or officer who is a
party to the same or related proceeding for which indemnification or an
allowance of expenses is sought may not participate in a determination under
this subsection.

     (c) Sections 7.01 to 7.13 do not affect the corporation's power to pay or
reimburse expenses incurred by a director or officer in any of the following
circumstances.

             (1) As a witness in a proceeding to which he or she is not a
             party.

             (2) As a plaintiff or petitioner in a proceeding because he or she
             is or was an employee, agent, director or officer of the
             corporation.

     7.08 Court-Ordered Indemnification.  (a) Except as provided otherwise by
written agreement between the director or officer and the corporation, a
director or officer who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction.




                                    - 15 -
<PAGE>   17

Application may be made for an initial determination by the court under
Section 7.05(a)(5) or for review by the court of an adverse determination under
Section 7.05(a) (1), (2), (3), (4) or (6).  After receipt of an application,
the court shall give any notice it considers necessary.

             (b) The court shall order indemnification if it determines any of
             the following:

             (1) That the director or officer is entitled to indemnification
             under Sections 7.01 or 7.02.

             (2) That the director or officer is fairly and reasonably entitled
             to indemnification in view of all the relevant circumstances,
             regardless of whether indemnification is required under Section
             7.02.

     (c) If the court determines under (b) that the director or officer is
entitled to indemnification, the corporation shall pay the director's or
officer's expenses incurred to obtain the court-ordered indemnification.

     7.09 Indemnification of Employees or Agents.  The corporation may
indemnify and allow reasonable expenses of an employee or agent who is not a
director or officer to the extent provided by the Articles of Incorporation or
Bylaws, by general or specific action of the board of directors or by contract.

     7.10 Insurance.  The corporation may purchase and maintain insurance on
behalf of an individual who is an employee, agent, director or officer of the
corporation against liability asserted against or incurred by the individual in
his or her capacity as an employee, agent, director or officer, regardless of
whether the corporation is required or authorized to indemnify or allow
expenses to the individual against the same liability under Sections 7.01,
7.02, 7.06 and 7.07.

     7.11 Securities Law Claims.  (a) Pursuant to the public policy of the
State of Wisconsin, the corporation shall provide indemnification, allowance of
expenses and insurance for any liability incurred in connection with a
proceeding involving securities regulation described under (b) to the extent
required or permitted under Sections 7.01 to 7.10.

     (b) Sections 7.01 to 7.10 apply, to the extent applicable to any other
proceeding, to any proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities, securities
brokers or dealers, or investment companies or investment advisers.

     7.12 Liberal Construction.  In order for the corporation to obtain and
retain qualified directors and officers, the foregoing provisions shall be
liberally administered in order to afford maximum indemnification of directors
and officers and, accordingly, the indemnification above provided for shall be
granted in all cases unless to do so would clearly contravene applicable law,
controlling precedent or public policy.

     7.13 Definitions Applicable to This Article.

     (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) "Corporation" means this corporation and any domestic or foreign
predecessor of this corporation where the predecessor corporation's existence
ceased upon the consummation of a merger or other transaction.



                                    - 18 -
<PAGE>   18

                 (c) "Director or Officer" means any of the following:

             (1) A natural person who is or was a director or officer of this
             corporation.

             (2) A natural person who, while a director or officer of this
             corporation, is or was serving at the corporation's request as a
             director, officer, partner, trustee, member of any governing or
             decisionmaking committee, employe or agent of another corporation
             or foreign corporation, partnership, joint venture, trust or other
             enterprise.

     (3) A natural person who, while a director or officer of this corporation,
is or was serving an employe benefit plan because his or her duties to the
corporation also impose duties on, or otherwise involve services by, the person
to the plan or to participants or beneficiaries of the plan.

             (4) Unless the context requires otherwise, the estate or personal
             representative of a director or officer.

For purposes of this Article, 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.

     (d) "Expenses" include fees, costs, charges, disbursements, attorney fees
and other expenses incurred in connection with a proceeding.

     (e) "Liability" includes the obligation to pay a judgment, settlement,
penalty, assessment, forfeiture or fine, including an excise tax assessed with
respect to an employe benefit plan, and reasonable expenses.

     (f) "Party" includes a natural person who was or is, or who is threatened
to be made, a named defendant or respondent in a proceeding.

     (g) "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding, whether formal or informal, which involves foreign, federal, state
or local law and which is brought by or in the right of the corporation or by
any other person.


                              ARTICLE VIII.  SEAL

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


                            ARTICLE IX.  AMENDMENTS

     9.01 Amendments.  Notwithstanding any other provisions in the Articles of
Incorporation of the corporation or these Bylaws of the corporation (and
notwithstanding the fact that a lesser percentage may be specified by law or
the Articles of Incorporation of the corporation), Bylaws may be adopted,
repealed or amended only upon the affirmative vote of either (i) the holders of
80% of the combined voting power of the then outstanding shares of Voting
Stock, voting together as a single class, or (ii) the Board of Directors acting
by not




                                    - 17 -
<PAGE>   19

less than a majority of the entire Board of Directors.

     9.02 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 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.


                            ARTICLE X.  FISCAL YEAR

     The fiscal year of the corporation shall begin on the first day of January
and shall end on the thirty-first day of December.


                             ARTICLE XI.  DIVIDENDS

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








                                    - 18 -

<PAGE>   20



BLACKHAWK BANCORP, INC.

                  RESOLUTIONS ADOPTED BY BOARD OF DIRECTORS ON
                                 MARCH 9, 1994

     WHEREAS, Mr. Lee Kubsh, a director of this Corporation, has determined for
health reasons that he will not stand for reelection as a director of the
Corporation following the expiration of his current term on May 11, 1994, and,
rather than name a new nominee for this position, the Board of Directors has
determined it is preferable to amend the Bylaws of the Corporation to reduce
the size of the Board of Directors from 12 members to 11 members;

     WHEREAS, the Corporation's 1990 Directors' Stock Option Plan and its 1990
Executive Stock Option Plan will expire by their terms on January 24, 1995, and
all of the shares of the Corporation's common stock reserved for issuance under
the 1990 Executive Stock Option Plan and substantially all of the shares
reserved for issuance under the 1990 Directors' Stock Option Plan are subject
to presently outstanding options granted under those Plans;

     WHEREAS, the Board of Directors believes it is in the best interests of
this Corporation to adopt replacement option plans for the directors and key
salaried employees of the Corporation or any of its direct or indirect
subsidiaries now or hereafter organized or acquired;

     NOW, THEREFORE, BE IT RESOLVED, that the first paragraph of Section 3.01
of the Corporation's Bylaws, as adopted on November 22, 1989 and amended on
February 14, 1990, shall be, and hereby is, amended to read in its entirety as
follows:

               "3.01 Number and Election.  The business, property
               and affairs of the corporation shall be managed
               by, or under the direction of, its Board of
               Directors.  The number of directors of the
               corporation (exclusive of directors (the
               "Preferred Stock Directors") who may be elected by
               a separate vote of the holders of then outstanding
               shares of any class or series of preferred stock)
               shall be determined from time to time by
               resolution of the Board of Directors, but no
               decrease shall have the effect of shortening the
               term of an incumbent director."

The second paragraph of said Section 3.01 of the Corporation's Bylaws shall
remain in effect in its current form, unaffected by this amendment.  This
amendment is adopted by the Board of Directors pursuant to the authority
provided to the Board in Section 9.01(ii) of the Corporation's Bylaws.

     FURTHER RESOLVED, that, effective immediately following the Annual Meeting
of Shareholders of the Corporation to be held on May 11, 1994, or any
adjournment thereof, the size of the Board of Directors shall be reduced from
12 members to 11 members;

     FURTHER RESOLVED, that the appropriate officers of this Corporation shall
be, and hereby are, authorized and directed to request legal counsel to prepare
a 1994 Directors' Stock Option Plan and a 1994 Executive Stock Option Plan with
substantially identical terms and provisions to those contained in the
Corporation's 1990 Directors' Stock Option Plan and 1990 Executive Stock
Option Plan, respectively, subject to such refinements and modifications as
such officers, on the advice of counsel, deem necessary and appropriate



                                    - 19-
<PAGE>   21

to comport with applicable laws, rules and regulations now in effect or
expected to become effective in the future, including without limitation
changes necessary to comport with new provisions of the Internal Revenue Code
of 1986 and with revised Rule 16b-3 under the Securities and Exchange Act of
1934;

     FURTHER RESOLVED, that the Secretary is hereby ordered to include a copy
of said 1994 Directors' Stock Option Plan and 1994 Executive Stock Option Plan,
when prepared in a form acceptable to such officers, in these minutes to be
made a part hereof and, subject to such act by the Secretary, said Stock Option
Plans are hereby adopted by the Board of Directors of this Corporation;

     FURTHER RESOLVED, that there is hereby reserved for issuance under the
1994 Directors' Stock Option Plan and the 1994 Executive Stock Option Plan
20,000 shares and 60,000, respectively, of the authorized and unissued shares
of common stock of this Corporation, which represents 2.67% and 8.01%,
respectively, of the Corporation's presently outstanding shares of Common Stock
(or 2.22% and 6.65%, respectively, on a fully-diluted basis).  The number of
these reserved shares shall be adjusted to reflect the pending 2-for-1 stock
split to be effected as a 100% stock dividend on March 31, 1994, as approved by
the Board of Directors of this Corporation at its meeting held on February 9,
1994, and to reflect any other future stock splits, stock dividends, stock
conversions, reorganizations or similar transactions affecting the
Corporation's common stock;

     FURTHER RESOLVED, that the 1994 Directors' Stock Option Plan and the 1994
Executive Stock Option Plan shall be submitted to the Corporation's
shareholders for their approval at the Annual Meeting of Shareholders scheduled
for May 11, 1994, or any adjournment thereof, and the appropriate officers of
the corporation shall be, and hereby are, authorized and directed to take all
steps necessary to so submit the Plans to the shareholders and to solicit their
approval;

     FURTHER RESOLVED, that the appropriate officers of this Corporation shall
be, and hereby are, authorized and directed to take any and all steps they deem
necessary or appropriate, on the advice of counsel, to provide for the
registration of the shares of the Corporation's common stock reserved by these
resolutions for issuance pursuant to the exercise of options granted under the
1994 Directors' Stock Option Plan and the 1994 Executive Stock Option Plan so
that, upon issuance, such shares will be registered in accordance with federal
securities laws and applicable state blue sky laws.




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