Management

Directors

The Holding Company’s bylaws provide for nineteen (19) directors, or such greater or lesser number as may be established from time to time by the board of directors or the shareholders.

Holding Company’s directors are elected at the annual shareholders meeting.  The Holding Company’s board is classified, meaning that the directors are divided into three classes with the terms of the directors in one of the three classes expiring each year.  This is the same board structure currently in place at the Bank. The Holding Company directors in Class I will serve until the Holding Company’s annual meeting in 2011, those in Class II will serve until the 2012 annual meeting, and those in Class III will serve until the 2013 annual meeting.

Information about the directors of the Holding Company, all of whom are currently directors of the Bank is set forth below.

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CLASS II DIRECTORS (TERMS EXPIRING IN 2012)

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CLASS III DIRECTORS (TERMS EXPIRING IN 2013)

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Director Independence. It is the Holding Company’s policy that a majority of its directors be independent.  The board of directors affirmatively determines the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in Rule 4200(a)(15) of the National Association of Securities Dealers listing standards. Based on these standards, the board of directors has determined that all but three of the 19 directors qualify as independent. The exceptions are Messrs. Pollnow, Leedle and Troudt, each of whom is an employee of the Bank.

We expect that the Audit Committee will select the firm of Wipfli, LLP as auditors of the Holding Company to examine and report to shareholders on the financial statements of the Holding Company for the fiscal year ending December 31, 2010.  Wipfli, has been the Bank’s independent accountants beginning with the fiscal quarter ending September 30, 2007.

Other board committees. The following table sets for the name of each Holding Company board committee, its function and its members.  Board committees are created and directors appointed at the pleasure of the board.  

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Except as set forth in the above table, the Holding Company board of directors has not established any board committees.  The board may from time to time establish other standing ad hoc committees as it sees fit.

Board diversity.  Although the Holding Company has no formal policy on board diversity, the board believes that a diverse board of directors is desirable to expand its collective knowledge and expertise relating to our business, as well as to evaluate management and positively influence our performance.  Accordingly, in carrying out its responsibilities for locating, recruiting and nominating candidates for election to the Board, the Holding Company will take into account a number of factors and considerations, including diversity.  Such considerations of diversity including geographic regions, professional or business experience, genera, race, national origin, specialized education or work experience and viewpoints.

Executive officers

The executive officers of the Holding company are Keith C. Pollnow, President and Chief Executive Officer, Stanley G. Leedle, Vice President, John Glynn, Chief Financial Officer and Treasurer, and Debra Fernau, Secretary. The Holding Company’s bylaws permit the appointment of a Chairman of the Board and Treasurer at the option of the board. Shareholders do not have the right to elect officers; rather, all officers are appointed to their respective positions by the board of directors to serve until they resign or are removed by the board. There are no family relationships among any of the directors, officers or key personnel of the Holding Company.

Principal shareholders

As of the date of this proxy statement/prospectus, the Holding Company has not issued any stock.   The principal shareholders of the Bank immediately prior to the reorganization will become the principal shareholders of the Holding Company immediately after the reorganization.  For information on the current beneficial ownership of bank common stock by  the directors and officers of the Bank, see the Bank’s 2009 Annual Report attached as Exhibit F under Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.  The beneficial ownership information is accurate as of May __, 2010.  There are no persons other than the directors and executive officers of the Bank that are known to management to own more than 5 percent of the issued and outstanding common stock of the Bank.

In the reorganization, each of the persons identified in that section will receive exactly the same number of shares of Holding Company common stock as the number of shares of Bank common stock they currently own (and their outstanding Bank warrants and stock options will convert into Holding Company warrants and stock options for the identical number of shares). If there are no dissenter’s shares, then the percentages shown in the table in that section will remain the same following the reorganization, while if some of the Bank’s shareholders do dissent and receive payment for their shares, the respective percentages will increase slightly.

Management compensation

Director compensation

All of the initial directors of the Holding Company are also directors of the Bank and will be compensated for their services as directors of the Bank as discussed in the Bank’s 2009 Annual Report attached as Exhibit F under Item 11 –  Executive Compensation. Holding Company directors will not be compensated for their services as directors of the Holding Company.

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Compensation of executive officers

All of the executive officers of the Holding Company are also executive officers of the Bank. These individuals are compensated for their services as officers of the Bank (see Item 11 of the Bank’s 2009 Annual Report) and will not receive any additional compensation in respect of their executive officer positions with the Holding Company.

Dividends and dividend policy

Initially and for the foreseeable future, the Holding Company’s only asset will be the common stock of the Bank and all of its operations will be conducted through the Bank.  Accordingly, the Holding Company’s sole source of funds with which to pay dividends to its shareholders will be dividends it receives from the Bank.

Under the Banking Statute, the board of directors of a bank generally may declare and pay a dividend from the Bank’s undivided profits in an amount it considers appropriate. The board must provide for the payment of all expenses, losses, required reserves, taxes and interest accrued or due from the Bank before the declaration of dividends from undivided profits. If dividends declared and paid in either of the two immediately preceding years exceeded net income for either of those two years respectively, the Bank may not declare or pay any dividend in the current year that exceeds year-to-date net income except with the written consent of the Banking Division.  Federal regulators have authority to prohibit a bank from engaging in any action deemed by them to constitute an unsafe or unsound practice, including the payment of dividends. The Bank has not paid dividends to its shareholders since its organization. The Holding Company’s board of directors has not determined whether it will pay dividends on the Holding Company’s common stock in the foreseeable future. At the present time, the Holding Company expects to reinvest earnings to expand and grow the Bank.

Indemnification of officers and directors

As provided in §§180.0850 through 180.0859 of the WBCL, the Holding Company’s bylaws require that it indemnify a director or officer from all reasonable expenses and liabilities asserted against, incurred by, or imposed on that person in any proceeding to which he or she is made or threatened to be made a party by reason of being or having been an officer or director of the Holding Company. Indemnification will not be made if prohibited by law or if the person breached a duty to the Holding Company in one of the following ways: (1) a willful failure to deal fairly with the Holding Company in a matter in which the director or officer has a material conflict of interest; (2) a violation of criminal law, unless the person had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (3) a transaction from which the person derived improper personal profit; or (4) willful misconduct. The right to indemnification includes, in some circumstances, the right to receive reimbursement of costs and expenses in such a proceeding as they are incurred. The Holding Company may purchase insurance against liabilities asserted against its directors, officers, employees, or agents whether or not it has the power or obligation to indemnify them against such liabilities under the provisions of its bylaws or under applicable law.

Insofar as indemnification for liabilities arising under the applicable federal securities laws may be permitted to directors, officers and controlling persons of the Holding Company under its bylaws, or otherwise, the Holding Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and may, therefore, be unenforceable.

The Banking Statute’s provisions governing indemnification of the Bank’s directors, officers, and employees is substantially similar to the WBCL provisions described above governing indemnification of the Holding Company’s directors, officers, and employees. Expenses of an officer or director in such a

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proceeding may be advanced based upon her or his agreement to repay such expenses if it is determined that he is not entitled to indemnification.  If the officer or director is successful on the merits his expenses will be paid; otherwise indemnification can only be made upon a showing that the officer or director met the applicable standard of conduct as determined by a court, by a quorum of disinterested directors, by independent legal counsel, or by the shareholders.  The Bank has purchased insurance insuring the Bank, its directors and officers, against liabilities asserted against its directors and officers subject to certain conditions and limitations.

Additional supervision and regulation

Following the reorganization, the Bank will continue to be subject to the same banking laws and regulations, and to supervision, regulation and examination by the Banking Division and the FDIC, as it has been prior to the reorganization.  See the Bank’s 2009 Annual Report under Item 1. Business for a discussion of matters relating to the supervision and regulation of the Bank.

If the reorganization is completed, as a registered bank holding company, the Holding Company will become subject to regulation and supervision by the Federal Reserve.  The following is a summary of federal and state laws and regulations applicable to bank holding companies.  

Expansion activities

The BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve before merging with another bank holding company, acquiring substantially all the assets of any bank or bank holding company, or acquiring directly or indirectly any ownership or control of more than 5 percent of the voting shares of any bank. The BHCA also prohibits a bank holding company, with particular exceptions, from acquiring direct or indirect ownership of more than 5 percent of the voting shares of any company which is not a bank or bank holding company and from engaging in any business other than that of banking, managing and controlling banks, or furnishing services to banks and their subsidiaries.  Bank holding companies may, however, engage in some businesses and activities determined by the Federal Reserve to be closely related to banking or managing and controlling banks.  

Bank holding company obligations

Under current Federal Reserve policy, a bank holding company is expected to act as a source of financial and managerial strength to its subsidiary bank or banks and to maintain resources adequate to support each subsidiary bank. This support may be required at times when the Bank holding company may not have the resources to provide it.  In the event of a bank holding company’s bankruptcy, any commitment by the Bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank would be assumed by the Bankruptcy trustee and entitled to priority of payment.

Dividend restrictions

The Federal Reserve’s policy regarding dividends is that a bank holding company should not declare or pay a cash dividend which would impose undue pressure on the capital of its bank or would be funded only through borrowing or other arrangements that might adversely affect a bank holding company’s financial position. The Federal Reserve believes that a bank holding company should not initiate or continue cash dividends on its common stock unless its net income is sufficient to fully fund each dividend and its prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition.

Restrictions on affiliate transactions

Transactions between the Company, the Bank and its nonbank subsidiaries are subject to a number of restrictions.  Federal law imposes restrictions and limitations on the Bank from making

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extensions of credit to, or the issuance of a guarantee or letter of credit on behalf of, the Company or other affiliates, the purchase of, or investment in, stock or other securities thereof, the taking of such securities as collateral for loans, and the purchase of assets of the Company or other affiliates.  Such restrictions and limitations prevent the Company or other affiliates from borrowing from the Bank unless the loans are secured by marketable obligations of designated amounts. Further, such secured loans and investments by the Bank to or in the Company or to or in any other non-banking affiliate are limited, individually, to 10 percent of the respective subsidiary bank’s capital and surplus, and such secured loans are limited in the aggregate to 20 percent of the respective subsidiary bank’s capital and surplus. All such transactions must be on terms that are no less favorable to the Bank than those that would be available from nonaffiliated third parties.  Moreover, some state banking laws impose restrictions on affiliate transactions similar to those imposed by federal law.  Federal Reserve policies also forbid the payment by bank subsidiaries of management fees which are unreasonable in amount or exceed the fair market value of the services rendered or, if no market exists, actual costs plus a reasonable profit.

INFORMATION ABOUT INTERIM BANK

Interim Bank will be organized as an interim state-chartered bank solely to facilitate the reorganization. Interim Bank will be a non-operating bank and will be merged into the Bank as part of the reorganization.  Interim Bank’s principal office is the Bank’s principal office located at 2450 Witzel Avenue, Oshkosh, Wisconsin 54904.

Interim Bank will be authorized to issue 1,000 shares of common stock, par value $1.00 per share. Immediately before the reorganization takes place, the Holding Company will own all outstanding shares of Interim Bank’s common stock. On the effective date of the reorganization, each share of Interim Bank common stock held by the Holding Company will be converted into one share of the Bank’s common stock and the Holding Company will upon such conversion own all of the outstanding capital stock of the Bank.

INFORMATION ABOUT THE BANK

The Bank is a Wisconsin state-chartered bank that opened for business in July 2006.  It is a full-service commercial bank located in Oshkosh, Wisconsin. The Bank provides a broad range of lending and deposit products for commercial and retail clients. It emphasizes commercial real estate and commercial lending to small and medium-sized businesses and professionals and is a community-oriented financial services provider that focuses on providing deposit products, mortgage and consumer loans to retail clients, as well as providing deposit services to its commercial clients. The Bank also offers online banking and bill pay, bank by phone, debit and credit cards, ATM access at both locations and a network providing free ATM transactions, and safe deposit boxes at its main office.

At March 31, 2010, the Bank had total assets of $122.9 million, total loans of $102.8 million, deposits of $104.9 million, and shareholders’ equity of $17.5 million.

The Bank’s conducts business from its main office located on the west side of Oshkosh, with a full service branch on the north side of Oshkosh, but concentrates on establishing relationships with clients primarily in its primary service area which comprises the City of Oshkosh and the surrounding Townships of Algoma, Omro, Utica, Black Wolf, and Nekimi, which together make up the Greater Oshkosh area.

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Business of the Bank

For information about the Bank’s business, see Item 1 – Business in the Bank’s 2009 Annual Report attached to this proxy statement/prospectus as Exhibit F.

Properties

For information about the Bank’s properties, see Item 2 – Properties in the Bank’s 2009 Annual Report, Exhibit F.

Legal proceedings

For information about legal proceedings involving the Bank, see Item 3 – Legal Proceedings in the 2009 Annual Report, Exhibit F.

Market for bank stock

For information about the market and market price for Bank stock, and related information, see Item 5 – Market for the Registrant’s  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in the Bank’s 2009 Annual Report, Exhibit F.

Financial and related information

For financial information about the Bank at and for the years ended December 31, 2009 and 2008, including the Bank’s audited financial statements for those years, see the following sections of the Bank’s 2009 Annual Report, Exhibit F:  Item 6 – Selected Financial Data; Item 7 –Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 7A – Quantitative and Qualitative Disclosures About Market Risk; and Item 8 – Financial Statements and Supplementary Data.

For financial information about the Bank at and for the three-month periods ended March 31, 2010 and 2009, including the Bank’s unaudited financial statements for such periods, see the following sections of the Bank’s First Quarter Report, Exhibit G; Item 1 – Financial Statements and Selected Notes to Financial Statements; Item 2 – Management Discussion and Analysis of Financial Condition and results of Operations; and Item 3 – Quantitative and Qualitative Disclosures about Market Risk.

Management and corporate governance information

For information about the Bank’s officers and directors, their compensation, share ownership, and relationships and transactions with the Bank, see the following sections of the Bank’s 2009 Annual Report, Exhibit F.: Item 10 – Directors, Executive Officers and Corporate Governance; Item 11 – Executive Compensation; Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; and Item 13 – Certain Relationships and Related Transactions.  

Other

Other information about the Bank can be found in the sections of the Bank’s 2010 First Quarter Report, that are not specifically listed above.

Subsequent developments

There have been no material developments in the business or affairs of the Bank since the date of the Bank’s 2010 First Quarter Report, as supplemented or modified by any later-dated report incorporated by reference here and delivered to shareholders prior to the special meeting.  

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EXPERTS

The financial statements of Choice Bank as of and for the years ended December 31, 2009 and 2008 appearing in this proxy statement/prospectus have been audited by Wipfli LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon such report given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters in connection with the reorganization, including the validity of the Choice Bancorp, Inc. common stock to be issued in the reorganization, and the validity and enforceability of the Holding Company warrants, will be passed upon for the Bank and the Holding Company by Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, WI 53202.

SHAREHOLDER PROPOSALS AND NOMINATIONS

Please note that information about shareholder proposals and nominations set forth under “The Bank,” below will only apply if the reorganization is not approved or is not consummated for any other reason, in which case the Bank will hold an annual shareholders meeting in 2010.  Information about shareholder proposals and nominations set forth under “The Holding Company,” below will only apply if the reorganization is approved. If the reorganization is approved, the Holding Company will not hold an annual shareholders’ meeting in 2010 – the Holding Company’s first annual shareholders’ meeting will be held in 2011.

If the reorganization is completed, beginning with the Holding Company’s 2001 annual shareholders’ meeting, Holding Company shareholders will have the right to elect the directors of the Holding Company but will no longer have any right to elect the directors of the Bank.

The Bank

Shareholder proposals and nominations for the Bank’s 2010 annual shareholders meeting, if one is held.

We have not scheduled an annual meeting of the Bank’s shareholders for 2010 because we expect that the reorganization will be completed within the second quarter of this year.  If the reorganization is not approved by our shareholders or if, for any other reason, we determine that we will be unable to complete the reorganization, the Bank will schedule an annual meeting of the shareholders of the Bank for the purpose of electing Bank directors, and such other business as may properly come before the annual meeting, for a date as soon as practicable after the special meeting or any adjournment thereof or, if applicable, our decision to abandon the reorganization.  If this happens, the Bank will promptly make a public announcement of the new 2010 annual meeting date as soon as it is scheduled.

The Bank’s proxy statement for its 2009 annual shareholders’ meeting stated that any proposal that a shareholder wished to have included in the Bank’s proxy statement and form of proxy relating to the 2010 annual shareholders meeting must have been received by the Bank’s Secretary no later than November 18, 2009.  The Bank has received no such proposals.  However, if it becomes necessary for the Bank to hold an annual shareholders’ meeting in 2010, we will be required under SEC regulations to advance that deadline to a reasonable date after we announce the date of the 2010 annual meeting.  If this happens, when we publicly announce the date of the Bank’s 2010 annual shareholders’ meeting we will also announce the date by which shareholder proposals must be received in order to be included in the proxy statement for that meeting.

In accordance with the Bank’s bylaws, any shareholder proposal or nomination for election of a person to serve as a director must be received no later than the tenth (10^th) day after we publicly announce the 2010 annual shareholders meeting date.  However, unless the proposal is received by the deadline for inclusion in the proxy statement (and otherwise meets the requirements of Rule 14a-8 under the Securities Exchange Act), such proposal will not be included in the Bank’s 2010 annual meeting proxy statement but may, if it is otherwise proper, be considered at the annual meeting.

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Shareholder proposals and nominations for the Bank’s 2011 annual shareholders meeting, if one is held.

If the reorganization is not completed, we expect that the Bank will hold an annual meeting in 2011.  Any proposal that a shareholder wishes to have included in the Bank’s proxy statement and form of proxy relating to the Bank’s 2011 annual shareholders meeting, if one is held, must be received by the Bank’s Secretary no later than November 20, 2010.  However, unless a shareholder proposal is received by the deadline for inclusion in the proxy statement described in the first sentence of this paragraph, and otherwise meets the requirements of Rule 14a-8 under the Securities Exchange Act, such proposal will not be included in the Bank’s 2011 annual meeting proxy statement but may, if it is otherwise proper, be considered at the annual meeting.  Under the Bank’s bylaws, any shareholder proposal or nomination for election of a person to serve as a director must be received not earlier than 270 days and not later than 60 days prior to the Bank’s 2011 annual shareholders’ meeting, if one is held.  

The Holding Company

Shareholder proposals and nominations for the Holding Company’s 2010 annual shareholders meeting.

If the reorganization is approved and completed, the Holding Company will not hold an annual shareholders meeting in 2010 – the next annual meeting in which Holding Company shareholders will be able to participate will be Holding Company’s first annual meeting of shareholders to be held in 2011.  This means that, in effect, a vote FOR the reorganization is also a vote to elect the incumbent directors of the Holding Company for one, two or three-year terms, with the terms of the Class I directors expiring at the 2011 Holding Company annual meeting (see “INFORMATION ABOUT THE HOLDING COMPANY – Management – Directors“ on page 33).  

Shareholder proposals and nominations for the Holding Company’s 2011 annual shareholders meeting.

If the reorganization is completed, any proposal that a shareholder wishes to have included in the Holding Company’s proxy statement and form of proxy relating to the Holding Company’s 2011 annual shareholders meeting, must be received by the Holding Company’s Secretary no later than November 20, 2010.  Unless a shareholder proposal is received by the deadline for inclusion in the proxy statement, and otherwise meets the requirements of Rule 14a-8 under the Securities Exchange Act, such proposal will not be included in the Holding Company’s 2011 annual meeting proxy statement but may, if it is otherwise proper, be considered at the annual meeting.  Under the Holding Company’s bylaws, any shareholder proposal or nomination for election of a person to serve as a director must be received not earlier than 270 days and not later than 60 days prior to the Holding Company’s 2011 annual shareholders’ meeting.

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Exhibit A

AGREEMENT AND PLAN OF REORGANIZATION

          THIS AGREEMENT and Plan of Reorganization (“Agreement”) is made on __________, 2010, by and between Choice Bank, a state banking organization (“Bank”), and Choice Bancorp, Inc., a Wisconsin corporation (“Corporation”).

RECITALS

          A.          The parties consider it advantageous to form the Corporation to become a one-bank holding company by acquiring all of the outstanding stock of the Bank. To form the holding company, the Corporation will organize a wholly-owned subsidiary bank, called the Choice Interim Bank, a state banking organization (“Interim Bank”). The Interim Bank will then merge with and into the Bank, leaving the Bank as the survivor, and converting the outstanding stock of the Bank into stock of the Corporation, so that the shareholders of the Bank will become the shareholders of the Corporation.

          B.          This reorganization will consist of the organization of the Interim Bank and the merger of the Interim Bank into the Bank, as the surviving entity (the “Merger”). Pursuant to the terms of this Agreement, and a Merger Agreement between the Bank and the Interim Bank (to be executed after Interim Bank is formed), as of the Effective Date of the Merger: (a) each of the then issued and outstanding shares of Bank Common Stock (“Bank Common”) will be converted into the right to receive one share of the authorized but previously unissued common stock of the Corporation (“Corporation Common”); and (b) each shareholder and organizer warrant representing a right to acquire a share of Bank Common (the “Bank Warrant”) will be converted into the right to acquire a share of Corporation Common on terms and conditions described herein (the “Corporation Warrant”).  

AGREEMENT

          NOW, THEREFORE, in consideration of the Recitals and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties adopt this plan of reorganization and agree as follows:

          1.           Merger. Subject to compliance with all requirements of law and the terms and conditions set forth in this Agreement, the Interim Bank will be merged with and into the Bank.

                       a.           Effective Date; Surviving Bank. The Effective Date of this Merger (the “Effective Date”) shall be the date on which the Articles of Merger relating to the Merger are filed with the Wisconsin Department of Financial Institutions. At the Effective Date, the Interim Bank shall be merged with and into the Bank, the separate existence of the Interim Bank shall cease and the Bank, as the surviving corporation (the “Surviving Bank”), shall succeed to and possess all of the properties, rights, privileges, immunities, and powers, and shall be subject to all the liabilities, obligations, restrictions, and duties, of the Interim Bank and the Bank.

                       b.           Charter Number. The charter number of the Bank prior to the Effective Date shall be the charter number of the Surviving Bank.

                       c.           Articles of Incorporation; Name. From and after the Effective Date and until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Bank shall be the Articles of Incorporation of the Bank, as amended or restated, and the name of the Surviving Bank shall be that of the Bank.

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                       d.           Bylaws. From and after the Effective Date and until thereafter amended as provided by law, the Bylaws of the Bank in effect immediately prior to the Effective Date shall constitute the Bylaws of the Surviving Bank.

                       e.           Directors and Officers. From and after the Effective Date and until their respective successors are elected, the members of the Board of Directors and the officers of the Surviving Bank shall consist of those persons who are serving as directors and officers of the Bank immediately prior to the Effective Date.

                       f.           Conversion of Stock and Warrants; Effect on Interim Bank. As of the Effective Date, by virtue of the Merger and without any action on the part of the shareholders of the Bank: (i) all of the Bank Common outstanding immediately prior to the Effective Date shall be canceled, shall cease to exist and shall be converted into the right to receive Corporation Common, at the rate of one (1) share of Corporation Common for each one (1) share of Bank Common; (ii) each Bank Warrant will be converted into a Corporation Warrant, with such Corporation Warrant having the terms and conditions set forth in Exhibit B; (iii) all of the Interim Bank common stock outstanding immediately prior to the Effective Date shall be canceled and shall cease to exist; and (iv) the one (1) share of Corporation Common owned by the Bank shall be redeemed and canceled.

                       g.           Transmittal Procedure. The Bank shall use its best efforts to cause an exchange agent, as soon as reasonably practical after the Effective Date, to send via regular United States mail to each holder of a stock certificate which immediately prior to the Effective Date represented shares of Bank Common (other than the Bank or any of its subsidiaries with respect to shares held by such entities) (i) a letter of transmittal, which shall be prepared by the Bank, shall specify that delivery shall be effected and risk of loss and title to any certificates representing Bank Common shall pass only upon actual delivery of the same to the exchange agent, and shall be in such form and contain such other provisions as the Bank deems necessary or desirable for use in effecting the surrender of the certificates representing Bank Common (the “Letter of Transmittal”), (ii) instructions for completing the Letter of Transmittal and effecting the surrender of the certificates representing Bank Common pursuant to the provisions of this Agreement, and (iii) other appropriate materials required to complete the exchange of such certificates pursuant to this Agreement.  From and after the Effective Date, there shall be no transfers on the stock transfer books of the Bank of the shares of Bank Common which were issued and outstanding immediately prior to the Effective Date.  If, after the Effective Date, any certificate representing shares of Bank Common is presented for transfer, such certificate shall be canceled and exchanged as provided herein.    

                       h.           Dissenting Shares of the Bank. If any shares of Bank Common are dissenting shares, the Bank shall proceed according to applicable law to determine and pay the fair value of those dissenting shares. “Dissenting shares” shall mean each outstanding share of Bank Common as to which the holder has strictly complied with the provisions of applicable law in order effectively to withdraw from the Bank and obtain the right to receive the fair value of his or her shares of Bank Common.

                                    As of the Effective Date or the date that the last action is taken to exercise dissenter’s rights, whichever is later, dissenting shares shall, by virtue of the Merger, cease to represent any ownership interest or ownership rights to the Bank or the Corporation, and shall be converted into the right to receive fair value of those shares as provided by law.

                       i.            Business. From and after the Effective Date, the business of the Surviving Bank shall be that of a state bank, conducted at the offices of the Bank where located immediately prior to the Effective Date.

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                       j.            Assets and Liabilities. From and after the Effective Date, the Surviving Bank shall be liable for all liabilities of the Interim Bank and the Bank; and all deposits, debts, liabilities, and contracts of the Interim Bank and the Bank, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of the Interim Bank or the Bank, shall be those of the Surviving Bank and shall not be released or impaired by reason of the Merger; and all rights of creditors and other obligees and all liens on property of either the Interim Bank or the Bank shall be preserved unimpaired. Further, all rights, franchises and interests of the Interim Bank and the Bank, respectively, in and to every type of property (real, personal and mixed) and choices in action shall be transferred to and vested in the Surviving Bank by virtue of such Merger without any deed or other transfer, and the Surviving Bank, without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests in every fiduciary capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by the Interim Bank and the Bank, respectively, on the Effective Date.

                       k.            Tax Consequences. The parties intend and desire that the Merger shall be treated for income tax purposes as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder. The parties shall act in all respects consistently with that intent.

                       l.           Shareholder Approvals. This Agreement and Plan of Reorganization will be submitted to the respective shareholders of the Bank and the Interim Bank for ratification and confirmation at shareholder meetings to be called and held in accordance with the applicable provisions of law and the respective Articles of Incorporation and Bylaws of the Bank and the Interim Bank. The Bank and the Interim Bank will proceed expeditiously and cooperate fully in the procurement of any other consents and approvals and in the taking of any other action, and the satisfaction of all other requirements prescribed by law or otherwise, necessary for consummation of the Merger. The Corporation, as sole shareholder of the Interim Bank, shall vote its stock in the Interim Bank to approve the Merger and the transactions set forth in this Agreement.

                       m.           Regulatory Approvals. The parties shall prepare and submit for filing any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required for the Merger to be consummated as contemplated by this Agreement. Thereafter, the parties shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Merger to be consummated.

                       n.           Merger Agreement. The Corporation shall form the Interim Bank promptly following execution of this Agreement and shall cause the Interim Bank to execute the Merger Agreement attached as Exhibit A. Within three days after execution by the Interim Bank, the Bank shall execute the Merger Agreement.      

          2.           Representations and Warranties by Bank. The Bank represents and warrants to the Corporation that this Agreement has been approved by the Board of Directors of the Bank, and upon approval by the shareholders of the Bank will be fully authorized by all necessary corporation action.

          3.           Representations and Warranties by the Corporation. The Corporation represents and warrants to the Bank that the shares of the Corporation Common to be delivered to the Bank shareholders pursuant to this Agreement will, upon issuance, be duly and validly authorized and issued and fully paid and non-assessable voting shares, except as otherwise required by law, and will constitute all of the issued and outstanding shares of the Corporation as of the Effective Date.

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          4.           Closing. Subject to the satisfaction of all closing conditions contained in this Agreement or their waiver, the closing shall occur on the Effective Date, which will be within thirty (30) days after the satisfaction of the last closing condition. The Closing shall take place at the offices of the Bank, or at such other place as the Corporation and the Bank may agree.

          5.           Conditions to Obligations of Both Parties. The obligations of each party to be performed on the Effective Date shall be subject to the following conditions unless waived in writing by the parties:

                       a.           Regulatory Approval. On or before the Effective Date, the Bank and the Corporation shall have received the approval from those regulatory agencies whose approval of the Merger is required and any mandatory waiting period(s) associated with such approval(s) shall have expired.

                       b.           No Litigation. At the Effective Date, no litigation or governmental investigation shall have been commenced or, to the best knowledge of the Corporation or the Bank, threatened or proposed, which would have a material, adverse effect on the value of the Bank or an adverse effect on the ability of any party to close this transaction, or which arises out of or concerns the transactions contemplated by this Agreement.

                       c.           Closing Not Later Than __________, 2010. The closing of the transactions contemplated under this Agreement shall have occurred on or before ___________, 2010, unless such date is extended by mutual written agreement of the parties.

                       d.           Shareholder Approval. This Agreement shall have been approved and adopted by the shareholders of the Bank and of the Interim Bank in such manner as required by law.

                       e.           Tax Opinion. The parties shall have received a written opinion of tax counsel that (i) the transactions contemplated by this Agreement and the Merger Agreement will constitute a tax-free transaction under the provisions of Section 368(a) of the Code; (ii) shareholders of the Bank will not recognize any gain or loss on the exchange of the Corporation Common for Bank Common in the merger; and (iii) holders of Bank Warrants will not recognize any gain or loss on the exchange of Bank Warrants for Corporation Warrants in the merger.

                       f.           Securities Law Compliance. The Corporation Common stock to be issued in the Merger shall have been registered, qualified or exempted under all applicable federal and state securities laws, and there shall have been no stop order issued or threatened by the Securities and Exchange Commission or any state that suspends the effectiveness of any such registration, qualification, or exemption.

          6.           Conditions to Obligations of Corporation and the Interim Bank. The obligations of the Corporation and the Interim Bank to be performed on the Effective Date shall be subject to the following conditions unless waived in writing by the Corporation and the Interim Bank:

                       a.           Representations and Warranties True; Covenants and Obligations Performed. All representations and warranties of the Bank shall be true and correct in all material respects on the Effective Date, and the Bank shall have performed all acts required of it under the terms of this Agreement.

                       b.           Dissenting Shares. There shall be not more than five percent (5%) of the total outstanding shares of the Bank that as of the Effective Date are eligible to elect dissenter’s rights by reason of having complied with the procedures required by applicable law.

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                       c.           No Material Adverse Change. The assets, business, operation, and prospects of the Bank shall not have been materially and adversely affected by a loss or destruction not fully compensated by insurance, by any governmental proceeding or action, or by any other event or occurrence, which in the reasonable judgment of the Corporation would defeat or frustrate the purposes of the reorganization or otherwise make the reorganization undesirable.

          7.           Conditions to Obligations of the Bank. The obligations of the Bank to be performed on the Effective Date shall be subject to the following conditions unless waived in writing by the Bank: All representations and warranties of the Corporation shall be true and correct in all material respects on the Effective Date, and the Corporation and the Interim Bank shall have performed all acts required of them under the terms of this Agreement.

          8.           Additional Covenants of the Parties.

                       a.           Cooperation. The parties will fully cooperate with each other in connection with any steps to be taken as part of their obligations under this Agreement, including without limitation, the preparation of financial statements and the supplying of information in connection with the preparation of regulatory applications.

                       b.           Expenses. All costs and expenses and charges incurred by a party shall be borne by such party; provided, however, that if the Merger is not consummated for any reason, all costs and expenses incurred by the Corporation and the Interim Bank shall be paid by the Bank.

          9.           Termination. This Agreement and Merger may be terminated and abandoned upon prompt written notice to the other party before the Effective Date, notwithstanding authorization and adoption of this Agreement by the shareholders of one or both of the Bank and the Interim Bank:

                        a.          By mutual consent of the Bank and the Corporation through their Boards of Directors;

                        b.          By the Bank at any time after _______________, 2010 (or such later date as shall have been agreed to in writing by the parties) if any of the conditions provided for in Paragraphs 5 or 7 of this Agreement have not been met and have not been waived in writing by the Bank; or

                        c.          By the Corporation at any time after ________________ , 2010 (or such later date as shall have been agreed to in writing by the parties) if any of the conditions provided for in Paragraphs 5 or 6 of this Agreement have not been met and have not been waived in writing by the Corporation.

          10.          Miscellaneous.

                        a.           Assignment. This Agreement and the rights, interests, and benefits under it shall not be assigned, transferred, or pledged in any way, and shall not be subject to execution, attachment, or similar process. Any attempt to assign, transfer, pledge, or make any other disposition of this Agreement or of the rights, interests, and benefits contrary to the foregoing provision, or the levy of any attachment or similar process thereupon, shall be null and void and without effect.

                        b.           Waiver. No failure or delay of any party in exercising any right or power given to it under this Agreement shall operate as a waiver thereof. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach. No waiver of any breach or modification of this Agreement shall be effective unless contained in a writing executed by both parties.

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                        c.           Entire Agreement. This Agreement supersedes any other representations or agreement, whether written or oral, that may have been made or entered into by the Corporation, the Bank, the Interim Bank or by any officer or officers of such parties relating to the acquisition of the Bank, or its assets or business, by the Corporation. This Agreement constitutes the entire agreement by the parties, and there are no agreements or commitments except as set forth in this Agreement.

                        d.           Amendment. This Agreement may be modified or amended only by a written agreement executed by duly authorized officers of both parties.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.

A-6

Exhibit A

MERGER AGREEMENT

          MERGER AGREEMENT (“Merger Agreement”) made this ____ day of _________, 2010, by and between Choice Bank, a state banking organization (“Bank”), and the Choice Interim Bank, a state banking organization (Interim Bank”).

WITNESSETH

          WHEREAS, the Bank and Choice Bancorp, Inc. (“Corporation”) have entered into an Agreement and Plan of Reorganization dated __________, 2010 (Agreement”), pursuant to which the Bank has agreed to merge with the Corporation’s wholly-owned subsidiary, the Interim Bank, in a reverse triangular merger; and

          WHEREAS, the Bank and the Interim Bank wish to agree on the terms of the Merger now that the Interim Bank has been formed;

          NOW, THEREFORE, the parties agree as follows:

          1.           Incorporation of Plan of Reorganization. The terms and conditions of the Agreement are incorporated in this Merger Agreement by reference in their entirety, and made a part of this Merger Agreement with the same effect as if the Interim Bank had been a party to the Agreement.

          2.           Cooperation. The Interim Bank shall cooperate with the Bank to achieve a prompt consummation of the transactions contemplated in the Agreement, and shall perform all actions necessary or convenient to be performed by it for that purpose.

          3.           Articles of Incorporation. Effective as of the time this Merger shall become effective as specified in the Agreement, the articles of incorporation of that bank resulting from the Merger of the Bank and the Interim Bank shall read in their entirety as stated in the attached Articles of Incorporation of the Bank.

          4.           Capital Stock. The amount of capital stock of the Interim Bank shall be $5,000, divided into 5,000 shares of common stock, each of $1.00 par value. At the time the Merger shall become effective (and after the temporary capitalization of the interim bank has been returned to the Corporation), the resulting bank shall have $____________ in capital, a surplus of $____________, and undivided profits of $____________, adjusted, however, for earnings and expenses between _________, 200__, and the Effective Date of the Merger. At the time the Merger shall become effective the 5,000 shares of the Interim Bank stock then outstanding shall be canceled and shall cease to exist.

5.           Effective Date. The Effective Date of the Merger shall be __________, 2010.

[Signature Page Follows]

A-7

[Signature Page for Merger Agreement]

          IN WITNESS WHEREOF, the parties have executed this Merger Agreement by their proper corporate officers duly authorized to execute this Merger Agreement, as of the date first above written.

A-8

Exhibit B

Dissenter’s Rights Provisions
Sections 221.0701 through 221.0718, inclusive, of the Wisconsin Statutes

B-1

B-2

B-3

B-4

Exhibit C

ARTICLES OF INCORPORATION

OF

CHOICE BANCORP, INC.

Executed for the purpose of forming a Wisconsin for-profit Corporation under Chapter 180 of the Wisconsin Statutes:

ARTICLE I

Name

The name of the corporation is Choice Bancorp, Inc. (the “Corporation”).

ARTICLE II

Purposes

The purposes for which the Corporation is organized are to engage in any lawful activity within the purposes for which a corporation may be organized under the Wisconsin Business Corporation Law.

ARTICLE III

Duration

The existence of the Corporation shall be perpetual.

ARTICLE IV

Capital Stock

4.1

Authorized Shares

The aggregate number of shares which the Corporation shall have the authority to issue, the designation of each class of shares, the authorized number of shares of each class, and the par value thereof per share, shall be as follows:

Any and all such shares of Common Stock and Preferred Stock may be issued for such consideration as shall be fixed from time to time by the Board of Directors.

The designation, relative rights, preferences and limitations of each class and the authority of the Board of Directors of the Corporation to establish and to designate series of Preferred Stock and to fix variations in the relative rights, preferences and limitations as between such series, shall be as set forth herein.

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4.2

Preferred Stock

4.2.1

Series and Variations Between Series. The Board of Directors of the Corporation is authorized to the full extent permitted under the Wisconsin Business Corporation Law to provide for the issuance of Preferred Stock in series, each of such series to be distinctively designated, and to have such redemption rights, dividend rights, rights on dissolution or distribution of assets, conversion or exchange rights, voting powers, designations, preferences and relative participating, optional or special rights, if any, and such qualifications, limitations or restrictions thereof as shall be provided in a resolution adopted by the Board of Directors of the Corporation (referred to herein as a or the “Preferred Stock Resolution”) consistent with the provisions of this Article IV and the provisions of the Wisconsin Business Corporation Law.

4.2.2

Dividends and Distributions.  Before any dividends or distributions shall be paid or set apart for payment upon shares of Common Stock, the holders of each series of Preferred Stock shall be entitled to receive dividends at the rate (which may be fixed or variable) at such times as specified in the Preferred Stock Resolution establishing the particular series.  No holders of shares of any series of Preferred Stock shall have any rights to participate with the holders of shares of Common Stock in any distribution of dividends in excess of any of the preferential dividends, interest on accrued unpaid dividends, the redemption amount or redemption premium fixed by the Preferred Stock Resolution establishing such series of Preferred Stock.

4.2.3

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of each series of Preferred Stock shall be entitled to receive, out of the assets of the Corporation in money or money’s worth, the preferential amount, if any, specified in the Preferred Stock Resolution establishing the particular series for each share at the time outstanding, together with all accrued but unpaid dividends thereon, before any of such assets shall be paid or distributed to the holders of shares of Common Stock.  No holders of shares of any series of Preferred Stock shall have any rights to participate with the holders of shares of Common Stock in the assets of the Corporation available for distribution to shareholders in excess of the preferential amount, if any, fixed by the Preferred Stock Resolution establishing such series of Preferred Stock.

4.2.4

Voting Rights. The holders of shares of each series of Preferred Stock shall have only such voting rights, full or limited (which may include the conditional or unconditional right to elect one or more directors) as are fixed by the Preferred Stock Resolution establishing such series or as are provided by the Wisconsin Business Corporation Law.

4.3

Common Stock

4.3.1

Dividends. Subject to the preferential rights of the preferred stock established by the preferred Stock Resolution, the Board of Directors of the Corporation may, in its sole discretion, out of funds legally available for the payment of dividends and at such times and in such manner as determined by the Board of Directors, declare and pay dividends on the Common Stock.

4.3.2

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after there shall have been paid to or set aside for

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the holders of shares of each series of Preferred Stock the full preferential amounts, if any, to which they are entitled, the holders of outstanding shares of Common Stock shall be entitled to receive, pro rata according to the number of shares held by each of them, the remaining assets of the Corporation available for distribution.

4.3.3

Voting Rights. Except as otherwise provided by the Wisconsin Business Corporation Law, and except as may be established by the Preferred Stock Resolution with respect to any series of Preferred Stock pursuant to Section 4.2.1 and this Article IV, only the holders of Common Stock shall be entitled to vote for the election of directors of the Corporation and for all other corporate purposes.  Upon any such vote, the holders of Common Stock shall, except as otherwise provided by law, be entitled to one vote for each share of Common Stock held by them.

ARTICLE V

Preemptive Rights

No holder of any stock of the Corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares.

ARTICLE VI

Directors

The number of directors constituting the Board of Directors of the Corporation shall be as provided in the Bylaws, but in no case shall be less than three (3).  The Corporation’s Bylaws may provide for staggered terms of directors by dividing the total number of directors into two or three classes, each class consisting, as nearly as may be possible, of an equal number of directors, with the term of office of the directors of each class expiring every second or third years, as the case may be.

ARTICLE VII

Amendment

Any provisions contained in these Articles of Incorporation may be amended solely by the affirmative vote of the holders of a majority of the stock of the voting group or groups affected by such amendment entitled under the Wisconsin Business Corporation Law to vote on such amendment, or by such lesser or greater number as may be prescribed by the Wisconsin Business Corporation Law.

ARTICLE VIII

Registered Office and Agent

The address of the registered office of the Corporation is 2450 Witzel Avenue, Oshkosh, WI 54903, and the name of its registered agent at such address is Keith Pollnow.

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ARTICLE IX

Incorporator

The name and address if the Incorporator is G&K Wisconsin Services, LLC, 780 North Water Street, Milwaukee, Wisconsin 53202-3590.

IN WITNESS WHEREOF, the undersigned has set his hand this 9th day of March, 2010.

G&K Wisconsin Services, LLC,
Incorporator

BY:  /s/ John T. Reichert                             

John T. Reichert, Assistant Secretary

STATE OF WISCONSIN

)

)
COUNTY OF MILWAUKEE

)

On this 9th day of March, 2010, before me, a Notary Public within and for said County, personally appeared John T. Reichert, as the duly authorized Assistant Secretary of G&K Wisconsin Services, LLC, to me known to be the person described in and who executed the foregoing instrument and acknowledged that he executed the same as his free act and deed.

/s/ Shirley Huntemann                                

Notary Public

My Commission Expires:   1-20-2013          

This instrument drafted by:

John T. Reichert
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, WI  53202

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Exhibit D

BYLAWS
of
CHOICE BANCORP, INC.
adopted
_________, 2010

D-1

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

1

1.1.

Defined Terms

1

1.2.

Other Terms

1

1.3.

Internal References; Article and Section Headings

1

1.4.

WBCL and Articles Supersede

1

ARTICLE II OFFICES

1

2.1.

Offices

1

2.2.

Registered Office

2

ARTICLE III SHAREHOLDERS

2

3.1.

Annual Meetings

2

3.2.

Special Meetings

2

3.3.

Notices of Shareholders’ Meetings

2

3.4.

Adjournments

3

3.5.

Shareholder Nominations and Proposals; Advance Notice Provisions

3

3.6.

Fundamental Transactions

5

3.7.

Fixing of Record Date

5

3.8.

Shareholder List

6

3.9.

Quorum and Voting Requirements

6

3.10.

Conduct of Shareholders’ Meetings

6

3.11.

Proxies

7

3.12.

Voting of Shares

7

ARTICLE IV BOARD OF DIRECTORS

7

4.1.

General Powers

7

4.2.

Qualification

7

4.3.

Number

7

4.4.

Manner of Election

8

4.5.

Classification and Term of Office

8

4.6.

Vacancies

8

4.7.

Resignation

8

4.8.

Removal

9

4.9.

Committees

9

4.10.

Regular Board Meetings

10

4.11.

Special Board and Committee Meetings

10

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4.12.

Board and Committee Meetings by Telephone or

  Other Communication Technology

10

4.13.

Notice of Board and Committee Meetings

10

4.14.

Quorum

11

4.15.

Manner of Acting

11

4.16.

Conduct of Board Meetings

11

4.17.

Presumption of Assent

11

4.18.

Compensation

11

ARTICLE V OFFICERS

12

5.1.

Designations

12

5.2.

Election and Term of Office

12

5.3.

Resignation and Removal

12

5.4.

Vacancies

12

5.5.

Chairman of the Board

12

5.6.

Chief Executive Officer (“CEO”)

12

5.7.

President

13

5.8.

Vice Presidents

13

5.9.

Secretary

13

5.10.

Treasurer

13

5.11.

Chief Financial Officer; Principal Accounting Officers

14

5.12.

Assistants and Acting Officers

14

5.13.

Salaries

14

ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER

14

6.1.

Certificates for Shares

14

6.2.

Signature by Former Officers

14

6.3.

Transfer of Shares

15

6.4.

Lost, Destroyed or Stolen Certificates

15

6.5.

Consideration for Shares

15

6.6.

Stock Regulations

15

6.7.

No Fractional Shares

15

ARTICLE VII WAIVER OF NOTICE

15

7.1.

Shareholder Written Waiver

15

7.2.

Shareholder Waiver by Attendance

16

7.3.

Director Written Waiver

16

7.4.

Director Waiver by Attendance

16

ARTICLE VIII ACTION WITHOUT MEETINGS

16

8.1.

Shareholder Action Without Meeting

16

8.2.

Director Action Without Meeting

16

ARTICLE IX INDEMNIFICATION

17

9.1.

Indemnification of Officers and Directors

17

9.2.

Definitions

17

9.3.

Indemnification of Officers, Directors, Employees and Agents

17

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9.4.

Determination that Indemnification is Proper

18

9.5.

Securities Law Claims

19

9.7.

Insurance

19

9.8.

Severability

19

ARTICLE X CONTRACTS, LOANS, CHECKS AND DEPOSITS

20

10.1.

Contracts

20

10.2.

Loans

20

10.3.

Checks, Drafts, Etc.

20

10.4.

Deposits

20

ARTICLE XI MISCELLANEOUS PROVISIONS

20

11.1.

Fiscal Year

20

11.2.

Seal

20

11.3.

Audits

20

ARTICLE XII AMENDMENTS

20

12.1.

By Shareholders

20

12.2.

By Directors

21

12.3.

Implied Amendments

21

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BYLAWS
OF
CHOICE BANCORP, INC. (the “Corporation”)

ARTICLE I
DEFINITIONS

Section 1.1

Defined Terms.  Unless otherwise specified in these Bylaws, or unless the context clearly requires otherwise:

“Articles” means the Articles of Incorporation of the Corporation, as amended or restated from time to time.

 “Board” means the Board of Directors of the Corporation.  If and only as provided by Section 4.9(d), and except where the context otherwise clearly requires, the term “Board” also refers to any Committee of the Board duly authorized.

“WBCL” means the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, as amended from time to time and together with any successor statute or statutes.

Section 1.2

Other Terms.  Terms not defined in Section 1.1 or elsewhere in these Bylaws shall have the meanings (if any) specified in the Articles, otherwise as defined under and for purposes of the WBCL.  Further, all terms expressed in the singular number shall extend to and include the plural and vice versa, and words in any gender shall extend to and include all genders, including the neuter.

Section 1.3

Internal References; Article and Section Headings.  Unless otherwise specified, all references herein to “Sections” or “Subsections” shall refer to the corresponding sections or subsections of these Bylaws.  Article and Section headings in these Bylaws are inserted for convenience only and shall not be considered when interpreting any provision hereof.

Section 1.4

WBCL and Articles Supersede.  In the event of any inconsistency between any provision of these Bylaws and any specific provisions of either the WBCL or the Articles, the WBCL or the Articles, as the case may be, shall control, and, therefore, every provision of these Bylaws shall be deemed to be preceded by the phrase “Except as required or prohibited by the WBCL and except as otherwise provided by the Articles” and every such provision shall be construed to such effect.

ARTICLE II
OFFICES

Section 2.1

Offices.  The Corporation may have such principal and other business offices, either within or outside the State of Wisconsin, as the Board may designate or as the business of the Corporation may require from time to time.

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Section 2.2

Registered Office.  The registered office of the Corporation required by the WBCL to be maintained in the State of Wisconsin may be, but need not be, identical with the Corporation’s principal office in the State of Wisconsin.  The address of the registered office may be changed from time to time by the Board or by the registered agent.  The business office of the registered agent of the Corporation shall be identical to such registered office.

ARTICLE III
SHAREHOLDERS

Section 3.1

Annual Meetings.  The Corporation shall hold an annual meeting of the shareholders for the purpose of electing directors and the transaction of any other business as shall properly come before such meeting (an “Annual Meeting”), at such place within or outside the State of Wisconsin, on such date, and at such time as the Board shall each year fix.  Only such business shall be conducted at an Annual Meeting as shall have been properly brought before such meeting.  To be properly brought before an Annual Meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board; (ii) otherwise brought before the meeting by or at the direction of the Board; or (iii) brought before the meeting by a shareholder pursuant to Section 3.5.

Section 3.2

Special Meetings.  Special meetings of the shareholders, for any purpose or purposes (a “Special Meeting” and, together with the Annual Meeting, each a “Shareholders’ Meeting”), may be called only by (i) the Chairman; (ii) the Secretary or any officer at the direction of the Board pursuant to resolution; or (iii) if and as required by the WBCL, upon written demand describing one or more purposes for which it is to be held by holders at least ten percent (10%) of the votes entitled to be cast on any issue proposed to be considered at the meeting.  The purpose or purposes of any Special Meeting shall be described in the notice required by Section 3.3.  Special Meetings shall be held at such place within or outside the State of Wisconsin, on such date, and at such time as the Board shall determine giving due consideration to the requirements of these Bylaws (including the notice requirements of Section 3.3), the WBCL and the nature of the purpose or purposes for which such meeting has been called.

Section 3.3

Notices of Shareholders’ Meetings.  Written notice stating the place, day and hour of the Shareholders’ Meeting and, in case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting (unless a different time is prescribed by the WBCL or other applicable law), by or at the direction of the Chairman, the President or the Secretary, to (i) each shareholder entitled to vote at such meeting, or (ii) to all shareholders if the purpose or one of the purposes of the meeting is to consider a Fundamental Transaction (as defined in Section 3.6) for which the WBCL requires that notice be given to shareholders not entitled to vote.  A shareholder may waive notice in accordance with Article VII.  If mailed, notice is effective when deposited in the United States mail, postage prepaid, and addressed to the shareholder’s address shown in the current record of shareholders of the Corporation.  At least twenty (20) days’ notice of a Shareholders’ Meeting shall be provided if the purpose, or one of the purposes, of the meeting is to consider a Fundamental Transaction (as defined in Section 3.6).  Except as otherwise provided in Section 3.6, the notice of an Annual Meeting may, but need not, include a description of the purpose or purposes for which the meeting is called.

D-6

Section 3.4

Adjournments.  If any Shareholders’ Meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to Section 3.3 to shareholders as of the new record date.

Section 3.5

Shareholder Nominations and Proposals; Advance Notice Provisions.  A shareholder may nominate one or more persons to be elected to the Board, or propose other business to be conducted, at an Annual Meeting only if the shareholder complies with the provisions of this Section 3.5.  A shareholder may not make a nomination or proposal under this Section 3.5 for consideration at a Special Shareholders’ Meeting.  Any such nomination or proposal shall be made only pursuant to a demand for a Special Shareholders’ Meeting under and pursuant to Section 3.2 and applicable provisions of the WBCL.

(a)

Written notice of such nomination or proposal shall be provided to the Secretary not less than sixty (60) no more than two hundred and seventy (270) days prior to the anniversary date of the Annual Meeting held in the immediately preceding year.  Such notice shall contain the information prescribed by subsection (1), below, and the information prescribed by subsection (2) or subsection (3), as applicable:

(1)

All Notices.  All notices under this Section 3.5 shall contain as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf such nomination or proposal is made, the following: (i) the name and address, as they appear on the Corporation’s books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the proposal or nomination is made; (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by such shareholder and the beneficial owner or owners on whose behalf the proposal or nomination is made; (iii) the date or dates on which the shareholder and the beneficial owner, if different, acquired such shares or beneficial ownership interest therein; and (iv) a representation that the shareholder is a shareholder of record and will remain such through the record date for the Shareholders’ Meeting and that the shareholder intends to appear in person or by proxy at such Shareholders’ Meeting to make the nomination(s) or proposal(s) set forth in the notice.

(2)

Nominations.  Notices relating to nominations for election to the Board shall contain as to each person whom such shareholder proposes to nominate for election (each a “Proposed Nominee”) (i) the Proposed Nominee’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director, if elected; (ii) the Proposed Nominee’s name, age, and business and residence addresses; (iii) the Proposed Nominee’s principal occupation and place of employment; (iv) the class and number of shares of capital stock of the Corporation which are beneficially owned by the Proposed Nominee; (v) a description of all arrangements and understandings between the shareholder or beneficial owner or owners on whose behalf the nomination is made and the Proposed Nominee and any person or persons (naming such person or persons) pursuant to which the intended nomination or nominations are to be made by the shareholder; and (vi) such other information relating to the Proposed Nominee as is required to be disclosed in solicitations of proxies for election of directors,

D-7

 or as otherwise required, in each case pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Proxy Rules”).  The Corporation may require any Proposed Nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such Proposed Nominee to serve as a director of the Corporation.  

(3)

Other Proposals.  Notices relating to any business the shareholder giving the notice proposes to bring before an Annual Meeting shall contain a brief description of the business desired to be brought before such Annual Meeting, the reasons for conducting such business at the Annual Meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made.

(a)

Nothing in this Section 3.5 shall be construed, notwithstanding a shareholder’s compliance with the provisions hereof, as giving such shareholder the right to have his proposal included in the Corporation’s proxy statement for the applicable Annual Meeting unless the Corporation is required to include such proposal under the Proxy Rules.  The Corporation reserves the right, in its sole and exclusive discretion, to contest such requirement before the Securities and Exchange Commission with a view towards excluding same from its proxy statement.

(b)

Nothing in this Section 3.5 shall prevent the Corporation, in its sole and exclusive discretion, from including any nomination or proposal in its proxy statement for an Annual Meeting, or allowing such nomination or proposal to be considered and voted on at such Annual Meeting, notwithstanding that the shareholder making such nomination or proposal failed to comply with the provisions of this Section 3.5.

(c)

The Chairman of any Shareholders’ Meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination or proposal was not made in accordance with the procedures prescribed by the Articles and these Bylaws; and if he should so determine, he shall so declare to the meeting, and the defective nomination(s) or proposal(s) shall be disregarded.

(d)

Unless the Corporation is required under the Proxy Rules to include a proposal in its proxy statement for the applicable Annual Meeting, the Chairman of the Annual Meeting shall, if directed by the Board by resolution made in good faith, refuse to permit the consideration of any proposal not made for a proper purpose including, without limitation, any proposed business that involves one or more of the following: (i) the proposal is not a proper subject for action by shareholders under the WBCL; (ii) the proposal would, if implemented, cause the Corporation to violate any state, federal, or foreign law to which it is subject; (iii) the proposal relates to the redress of a personal claim or grievance against the company or any other person, or if it is designed to result in a benefit to the shareholder making the proposal, or to further a personal interest, which is not shared by the other shareholders in general; (iv) the proposal relates to operations which account for less than 5 percent of the Corporation’s total assets at the end of its most recent fiscal year, and for less than 5 percent of its net earning sand gross sales for its most recent fiscal year, and is not otherwise significantly related to the company’s business; (v) the Corporation lacks the power or authority to implement the proposal,

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if adopted; (vi) the proposal deals with a matter relating to the company’s ordinary business operations; (vii) the proposal relates to a procedure for nomination or election nomination of a person to serve on the Board; (viii) the proposal directly conflicts with one of the Corporation’s own proposals to be submitted to shareholders at the same meeting; (ix) the Corporation has already substantially implemented the proposal; (x) the proposal substantially duplicates another proposal previously submitted to the Corporation by another proponent; (xi) the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously voted on within the preceding 5 calendar years and the proposal received less than 3% of the vote; or (xii) the proposal relates to specific amounts of cash or stock dividends.

Section 3.6

Fundamental Transactions.  If the purpose or one of the purposes of any shareholder Shareholders’ Meeting is to consider either:  (i) a proposed amendment to the Articles (including any restated articles); (ii) a plan of merger or share exchange for which shareholder approval is required by law; (iii) the sale, lease, exchange or other disposition of all, or substantially all of the Corporation’s property, with or without good will, otherwise than in the usual and regular course of business; (iv) the dissolution of the Corporation; or (v) the removal of a director, the notice of meeting must so state and in the case of clauses (i), (ii) and (iii), above, must be accompanied by a copy or summary of the proposed articles of amendment or a copy of the restated articles that identifies any amendment or other change; or the proposed plan of merger or share exchange; or the proposed transaction for disposition of all or substantially all of the Corporation’s property, as applicable.  If the proposed corporate action creates dissenters’ rights, the notice must further comply with the dissenter’s rights provisions of the WBCL.

Section 3.7

Fixing of Record Dates.

(a)

Voting Record Date.  The Board may fix in advance a date as the record date for one or more voting groups for any determination of shareholders entitled to notice of a Shareholders’ Meeting, to demand a Special Meeting, to vote, or to take any other action, such date in any case to be not more than seventy (70) days prior to the meeting or action requiring such determination of shareholders, and may fix the record date for determining shareholders entitled to share in any dividends or distributions made by the Corporation.  If no record date is fixed for the determination of shareholders entitled to demand a Special Meeting, to notice of or to vote at a Shareholders’ Meeting, or to consent to action without a Shareholders’ Meeting, (i) the close of business on the day before the Corporation receives the first written demand for a shareholder Shareholders’ Meeting; (ii) the close of business on the day before the first notice of the Shareholders’ Meeting is mailed or otherwise delivered to shareholders, or (iii) the close of business on the day before the first written consent to shareholder action without a meeting is received by the Corporation, as the case may be, shall be the record date for the determination of shareholders.  When a determination of shareholders entitled to vote at any Shareholders’ Meeting has been made as provided in this section, such determination shall be applied to any adjournment thereof unless the Board fixes a new record date.  A new record date must be set if a Shareholders’ Meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(b)

Record Date for Distributions.  If no record date is fixed for the determination of shareholders entitled to receive a share dividend or distribution (other than a distribution involving a purchase, redemption or other acquisition of the Corporation’s shares),

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the close of business on the day on which the resolution of the Board is adopted declaring the dividend or distribution shall be the record date.  

Section 3.8

Shareholder List.  The officer or agent having charge of the stock transfer books for shares of the Corporation shall, before each Shareholders’ Meeting, make a complete record of the shareholders entitled to notice of such meeting, arranged by class or series of shares and showing the address of and the number of shares held by each shareholder.  The shareholder list shall be available at the Shareholders’ Meeting and may be inspected by any shareholder or his or her agent or attorney at any time during the meeting or any adjournment.  Any shareholder or his or her agent or attorney may inspect the shareholder list beginning two (2) business days after the notice of a Shareholders’ Meeting is given 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 Shareholders’ Meeting will be held and, subject to the requirements of the WBCL, may copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection hereunder.  The original stock transfer books and nominee certificates on file with the Corporation (if any) shall be prima facie evidence as to who are the shareholders entitled to inspect the shareholder list or to vote at any Shareholders’ Meeting.  Failure to comply with the requirements of this Section 3.8 shall not affect the validity of any action taken at any Shareholders’ Meeting.

Section 3.9

Quorum and Voting Requirements.  A majority of the votes entitled to be cast by shares entitled to vote as a separate voting group on a matter, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a Shareholders’ Meeting.  Once a share is represented for any purpose at a Shareholders’ Meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that meeting.  If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless a greater number of affirmative votes is required by the WBCL or the Articles.  If the Articles or the WBCL provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately.  Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.  

Section 3.10

Conduct of Shareholders’ Meetings.  The Chairman of the Board, or the CEO (in the Chairman’s absence) or the President (in the CEO’s absence), or, in the President’s absence, a Vice President in the order provided under Section 5.8, and in their absence, any person chosen by the shareholders present shall call each Shareholders’ Meeting to order and shall act as chair of the meeting, and the Secretary shall act as secretary of all Shareholders’ Meetings, but, in the absence of the Secretary, the chair of the meeting may appoint any other person to act as secretary of the meeting.  The Chairman or, in the Chairman’s absence, the President may, in advance of any Shareholders’ Meeting, appoint one or more inspectors to act at the meeting and make a written report thereof.  If no such inspector has been appointed or is able to act at a Shareholders’ Meeting, the chair of the meeting may, at the meeting, appoint one or more persons to act as inspectors.  No director or candidate for director may be appointed as an inspector.  The Board may adopt by resolution such rules and regulations for the conduct of

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Shareholders’ Meetings as it shall deem appropriate, and, by resolution, to amend such rules and regulations.  Except to the extent inconsistent with any such rules and regulations adopted by the Board, the chair of any Shareholders’ Meeting shall have the right and authority to prescribe such rules, regulations or procedures and to do all acts as, in the judgment of the chair, are appropriate for the conduct of the Shareholders’ Meeting (which rules, regulations and procedures, need not be the same from meeting to meeting.

Section 3.11

Proxies.  At all Shareholders’ Meetings, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his or her duly authorized attorney-in-fact.  All proxy appointment forms shall be filed with the Secretary or other officer or agent of the Corporation authorized to tabulate votes before or at the time of the Shareholders’ Meeting.  Unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, a proxy appointment may be revoked at any time.  The presence of a shareholder who has filed a proxy appointment shall not of itself constitute a revocation. No proxy appointment shall be valid after eleven months from the date of its execution, unless otherwise expressly provided in the appointment form.  The Board shall have the power and authority to make rules that are not inconsistent with the WBCL as to the validity and sufficiency of proxy appointments.  An appointment form is valid for 11 months from the date of its execution unless a different period is expressly provided in the appointment form.

Section 3.12

Voting of Shares.  Each outstanding share shall be entitled to one (1) vote on each matter submitted to a vote at a Shareholders’ Meeting, except to the extent that the voting rights of the shares are enlarged, limited or denied by the Articles or the WBCL.  Shares owned directly or indirectly by another corporation are not entitled to vote if this corporation owns, directly or indirectly, sufficient shares to elect a majority of the directors of such other corporation.  However, the prior sentence shall not limit the power of the Corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.  Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

ARTICLE IV
BOARD OF DIRECTORS

Section 4.1

General Powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

Section 4.2

Qualification.  Directors need not be residents of the State of Wisconsin or shareholders of the Corporation.

Section 4.3

Number.  The number of directors of the Corporation shall be nine (9).  Subject to the rights of the holders of any class or series of Preferred Stock to elect additional directors as may be specified in a Preferred Stock Resolution for such class or series, and subject to any minimum or maximum number of directors specified in the Articles, the number of directors may be increased or decreased from time to time by resolution adopted by the Board or

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by the shareholders, but no decrease shall have the effect of shortening the term of an incumbent director.

Section 4.4

Manner of Election.  Unless action is taken without a meeting under Section 8.1, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a Shareholders’ Meeting at which a quorum is present; that is, the individuals with the largest number of votes in favor of their election are elected as directors up to the maximum number of directors to be chosen in the election.  Votes against a candidate shall not be given legal effect and shall not be counted as votes cast in an election of directors.  In the event two or more persons tie for the last vacancy to be filled, a run-off vote shall be held among the candidates receiving the tie vote.  

Section 4.5

Classification and Term of Office.  The Board, other than the directors who may be elected by the holders of any class or series of Preferred Stock as may be specified in a Preferred Stock Resolution for such class or series, shall be divided into three (3) classes, as nearly equal in number as possible, designated Class I, Class II, and Class III, and, except for the initial terms as provided below, the term of office for each class of directors shall be three (3) years.  At each Annual Meeting, directors shall be chosen to succeed those whose terms then expire and shall be elected for a term of office expiring at the third succeeding Annual Meeting after their election, and in each case until their respective successors are elected and qualified (or their earlier death, inability to serve, resignation or removal).  The initial term of office of Class I directors shall expire at the Annual Meeting to be held in 2011; the initial term of office of Class II directors shall expire at the Annual Meeting to be held in 2012; and the initial term of office of Class III directors shall expire at the Annual Meeting to be held in 2013.  In the event the Corporation fails to hold an Annual Meeting in any year, the then-existing directors shall nevertheless continue to serve until their respective successors are elected and qualified (or their earlier death, inability to serve, resignation or removal).

Section 4.6

Vacancies.  Any vacancy occurring in the Board, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or the Board.  If the directors remaining in office constitute fewer than a quorum of the Board, the directors may fill a vacancy 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.  If, but only if, required by the WBCL or other applicable law, or the Articles, any Director who is appointed by the Board to a Class whose term will expire other than at the next Annual Meeting shall be nominated and subject to ratification by the shareholders at the next Annual Meeting to occur after the appointment.

Section 4.7

Resignation.  A director may resign at any time by delivering a written resignation to the Chairman, or to the Corporation through the Secretary.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

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Section 4.8

Removal.  Any director or directors may be removed from office by the shareholders if the number of votes cast to remove the director exceeds the number cast not to remove him or her.  Such vote shall be taken at a Shareholders’ Meeting called for that purpose (unless action is taken without a meeting under Section 8.1), provided that the meeting notice states that the purpose, or one of the purposes, of the Shareholders’ Meeting is removal of one or more directors and naming each such director(s).  The removal may be with or without cause unless the Articles or these Bylaws provide that directors may be removed only for cause.  If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.  

Section 4.9

Committees.

(a)

The Board, by resolution adopted by a majority of the directors then in office, may create one or more committees of the Board (each a “Committee”) and designate members of the Board to serve on the committees, and designate other members of the Board to serve as alternates.  Each Committee shall have two or more members who shall, unless otherwise provided by the Board, serve at the pleasure of the Board.  A Committee may be authorized to exercise the authority of the Board, except that a Committee may not do any of the following: (i) authorize distributions, (ii) approve or propose to shareholders action that the WBCL requires to be approved by the shareholders, (iii) fill vacancies on the Board or on any Board committee (unless the Board provides by resolution that vacancies on a Committee shall be filled by the affirmative vote of the remaining Committee members); (iv) amend the Articles, (v) adopt, amend, or repeal Bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii) authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the Board, and (viii) 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 may authorize a Committee to do so within the limits prescribed by the Board.  Unless otherwise provided by the Board in creating the Committee, a Committee may employ counsel, accountants, and other consultants to assist it in the exercise of its authority.

(b)

The standing Committees shall include an Audit Committee and a Compensation Committee, each of which shall exercise such authority and fulfill such duties as may be fixed by Board resolution in accordance with Subsection (a), above.

(c)

A Committee may act by unanimous consent in writing without a meeting and, subject to the provision of these Bylaws or action by the Board, any Committee by majority vote of its members shall determine the time and place of Shareholders’ Meetings and the notice required therefor.  Each Committee shall keep regular minutes of its proceedings and report the same to the Board when requested.

(d)

Any reference in these Bylaws to any act or authority of the Board (such as the phrase “if authorized by the Board” and similar language) shall be deemed to refer to any Committee of the Board acting within the scope of its authority subject to any limitations imposed by the WBCL, the Articles, these Bylaws (including Subsection (a), above) or the Board’s authorization in establishing any such Committee.

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Section 4.10

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

Section 4.11

Special Board and Committee Meetings.  Special Board meetings may be called by or at the request of the Chairman, the President or any two directors.  Special Committee meetings be called by or at the request of the foregoing persons or the Chairman of the applicable Committee.  The persons calling any special Board or Committee meeting may fix any place, either within or without the State of Wisconsin, as the place for holding any such meeting called by them, but, if no other place is fixed, the place of meeting shall be the principal office of the Corporation in the State of Wisconsin.

Section 4.12

Board and Committee Meetings by Telephone or Other Communication Technology.  Any or all directors may participate in a regular or special Board or Committee meeting, by, or conduct such meeting through the use of, telephone or any other, means of communication by which either: (a) all participating directors may simultaneously hear each other during the meeting or (b) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.  If a Board or Committee Meeting will be conducted through the use of any means described above, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.  A director participating in a meeting by any means described above is deemed to be present in person at the meeting.

Section 4.13

Notice of Board and Committee Meetings.

(a)

Notice of the date, time and place of any special Board or Committee meeting shall be given, in one or more of the ways specified in Subsection (b), to each director or Committee member at least 48 hours prior to the meeting, except that notice by mail shall be given at least 72 hours prior to the meeting.  The notice need not describe the purpose of the meeting.

(b)

Notice may be communicated in any of the following ways and shall be effective as set forth below.  If notice is given in more than one of the ways specified below, such notice shall be effective at the earliest time that notice given in any such manner is effective:

(1)

Oral notice may be given, in person or by telephone, in which case notice shall be effective when communicated;

(2)

Written notice may be delivered in person, in which case notice shall be effective when received;

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(3)

Written notice may be given by mail, in which case notice shall be effective when deposited, postage prepaid, in the United States mail addressed to the director at his or her business or home address (or such other address as the director may have designated in writing filed with the Secretary);

(4)

Written notice may be given by facsimile if the director has designated a facsimile number in writing filed with the Secretary, in which case notice shall be effective at the time transmitted to such facsimile number; and

(5)

Notice may be given by electronic mail (“e-mail”) if the director has designated an e-mail address in writing filed with the Secretary, in which case notice shall be effective at the time the e-mail message is transmitted to such e-mail address.

Section 4.14

Quorum.  A majority of the number of directors as provided in Section 4.3 shall constitute a quorum of the Board, regardless of the Class or Classes to which the directors constituting the quorum belong.  Unless the appointment by the Board requires a greater number, a majority of any Committee shall constitute a quorum.  In each case, a majority of the quorum shall be necessary for action.

Section 4.15

Manner of Acting.  Except as otherwise provided by the Articles, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board or any committee thereof.

Section 4.16

Conduct of Board Meetings.  The Chairman, or the CEO (in the Chairman’s absence and provided the CEO is a member of the Board) or the President (in the CEO’s absence and provided the President is a member of the Board), or, in the President’s absence, a Vice President any Vice President who is also a member of the Board (and, if more than one, such Vice Presidents acting in the order provided under Section 5.8) and in their absence, any director chosen by the directors present, shall call a meeting of the Board to order and shall preside over the meeting.  The Secretary shall act as secretary of all Board meetings, 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.

Section 4.17

Presumption of Assent.  A director who is present and is announced as present at a Board Meeting or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) the director objects at the beginning of the Board meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting, or (ii) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) the director delivers his or her written dissent or abstention to the presiding officer of the meeting before the adjournment thereof or to the Corporation immediately after the adjournment of the meeting.  Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

Section 4.18

Compensation.  The Board, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers, or otherwise.  By resolution of the Board, the directors may be

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paid their expenses, if any, of attendance at each Board meeting.  No such payment previously mentioned in this section shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE V
OFFICERS

Section 5.1

Designations.  The principal officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer (collectively, the “Officers”).  Any two or more offices may be held by the same person.  Except for the Chairman, an Officer may, but need not, be a director of the Corporation.  

Section 5.2

Election and Term of Office.  The Officers shall be elected annually by the Board at the first Board Meeting held after the Annual Meeting.  If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.  Each Officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 5.3

Resignation and Removal. An Officer shall hold office until he or she resigns, dies, becomes unable to serve, is removed, or a different person is appointed to the office.  An Officer may resign at any time by delivering an appropriate written notice to the Corporation.  The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the Chairman approves the later effective date.  Any Officer may be removed by the Board with or without cause and notwithstanding the contract rights, if any, of the person removed.  Except as provided in the preceding sentence, the resignation or removal is subject to any remedies provided by any contract between the Officer and the Corporation or otherwise provided by law.  Appointment shall not of itself create contract rights.

Section 5.4

Vacancies. A vacancy in any office because of death, resignation, removal or otherwise, shall be filled by the Board.  If a resignation is effective at a later date, the Board may fill the vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

Section 5.5

Chairman of the Board.  The Chairman of the Board (“Chairman”) shall preside at all Shareholders’ and Board Meetings, and shall have such duties as the Board shall prescribe from time to time.  If the Chairman serves on a Committee, however, he shall not automatically chair the meetings of such Committee.

Section 5.6

Chief Executive Officer.  The Chief Executive Officer (“CEO”) shall be the principal executive officer of the Corporation and, subject to the control and direction of the Board, shall in general supervise and control all of the business and affairs of the Corporation.  He or she shall, in the absence of the Chairman, preside at all Shareholders’ and Board Meetings.  The CEO shall have authority, subject to such rules as may be prescribed by the Board, 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 CEO.  The CEO shall have authority to

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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; and, except as otherwise provided by law or directed by the Board, the CEO 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 from time to time.

Section 5.7

President.  In the absence of the CEO or in the event of his death, inability or refusal to act, the President shall perform the duties of the CEO, and when so acting shall have all the powers and duties of the CEO.  In addition, the President shall be responsible for the administration and management of the areas of the business and affairs of the Corporation assigned to him from time to time by the Board or the CEO.

Section 5.8

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 if there is more than one Vice President, the Vice Presidents in the order designated by the Board, or, if no such designation is made, then in the order of their appointment) 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 an 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 the Board.  The execution of any instrument of the Corporation by any Vice President shall be conclusive evidence, as to third parties, of the Vice President’s authority to act in the stead of the President.

Section 5.9

Secretary.  The Secretary shall: (i) keep (or cause to be kept) regular minutes of all Shareholders’ Meetings, the Board and any committees of the Board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation, of any, and see that the seal of the Corporation, if any, is affixed to all documents which are authorized to be executed on behalf of the Corporation under its seal; (iv) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (v) 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; (vi) have general charge, of the stock transfer books of the Corporation; and (vii) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority, as from time to time may be delegated or assigned to him or her by the President or by the Board.

Section 5.10

Treasurer.  The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) 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 depositories as shall be selected by the Corporation; and (iii) in general perform all of the duties incident to the

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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 or her by the President or by the Board.

Section 5.11

Chief Financial Officer; Principal Accounting Officers.  The Board may designate any Officer to be the Chief Financial Officer of the Corporation; provided, that in the absence of such designation, the Treasurer shall be the Chief Financial Officer.  The Board or otherwise the CEO, may designate any person (regardless of whether such person is an Officer) to serve as the principal accounting officer provided, that in the absence of such designation, the Treasurer shall be the principal accounting officer.

Section 5.12

Assistants and Acting Officers.  The Board and the President shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in the Officer’s stead, or to perform the duties of such Officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board or President shall have the power to perform all the duties of the office to which that person is so appointed to be 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 or the President.  Notwithstanding the foregoing, each of the Officers enumerated in Section 5.1 (other than the Secretary) shall be an Assistant Secretary of the Corporation.  Any Assistant Secretary, may, with the President or a Vice President, sign certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board.  The Assistant Secretaries, in general, shall have such authority and perform such duties as shall be assigned to them by the Secretary, the CEO or the Board.

Section 5.13

Salaries.  The salaries of the Officers shall be fixed from time to time by the Compensation Committee.  No Officer shall be prevented from receiving such salary by reason of the fact that such Officer is also a director of the Corporation.

ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1

Certificates for Shares.  Certificates representing shares of the Corporation shall be in such form, consistent with law, as shall be determined by the Board.  Such certificates shall be signed, either manually or in facsimile, 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 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 6.4.

Section 6.2

Signature by Former Officers.  If an officer or assistant officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, has ceased to be such officer or assistant officer before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if that person were still an officer or assistant officer at the date of its issue.

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Section 6.3

Transfer of Shares.  Prior to due presentment of a certificate for shares for registration of transfer, and unless the Board has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the Corporation as the shareholder, 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.  The Corporation may require reasonable assurance that all transfer endorsements are genuine and effective and in compliance with, all regulations prescribed by or under the authority of the Board.

Section 6.4

Lost, Destroyed or Stolen Certificates.  Where the owner claims that his or her certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (i) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser; (ii) if required by the Corporation, provides the Corporation with sufficient and appropriate indemnification, including an indemnity bond; and (iii) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board.

Section 6.5

Consideration for Shares.  The shares of the Corporation may be issued for such consideration as shall be fixed, from time to time and determined to be adequate by the Board.  The consideration may consist of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation.  When the Corporation receives the consideration for which the Board authorized the issuance of shares, such shares shall be deemed to be fully paid and nonassessable by the Corporation.

Section 6.6

Stock Regulations.  The Board shall have the power and authority to make all such rules and regulations not inconsistent with the WBCL as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation, including the appointment or designation of one or more stock transfer agents and one or more registrars.

Section 6.7

No Fractional Shares.  The Corporation may but shall not, under any circumstances, be required to issue or register fractional shares and the Board or the CEO, in their or his discretions may establish appropriate policies to give effect to this Section 6.7 (including without limitation, a policy to pay cash in lieu of any fractional share that would otherwise be issued and a formula or other means for determining the amount of such payment).

ARTICLE VII
WAIVER OF NOTICE

Section 7.1

Shareholder Written Waiver.  A shareholder may waive any notice required by the WBCL, the Articles 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, shall contain the same information that would have been required in the notice under the WBCL except that the time and place of Shareholders’ Meeting need not be stated, and shall be delivered to the Corporation for inclusion in the corporate records.

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Section 7.2

Shareholder Waiver by Attendance.  A shareholder’s attendance at a Shareholders’ Meeting, in person or by proxy, waives objection to both of the following:

(a)

Lack of notice or defective notice of the Shareholders’ Meeting, unless the shareholder at the beginning of the meeting or promptly up an arrival objects to holding the meeting or transacting business at the meeting.

(b)

Consideration of a particular matter at the Shareholders’ Meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Section 7.3

Director Written Waiver. A director may waive any notice required by the WBCL, the Articles or these Bylaws before or after the date and time stated in the notice.  The waiver shall be in writing, signed by the director entitled to the notice and retained by the Corporation.

Section 7.4

Director Waiver by Attendance. A director’s attendance at or participation in a Board Meeting or any Committee Meeting thereof 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.

ARTICLE VIII
ACTION WITHOUT MEETINGS

Section 8.1

Shareholder Action Without Meeting.  Action required or permitted by the WBCL to be taken at a Shareholders’ Meeting may be taken without a meeting (i) by all shareholders entitled to vote on the action, or (ii) if the Articles so provide, by shareholders who would be entitled to vote at a Shareholders’ Meeting shares with voting power sufficient to cast not less than the minimum number (or, in the case of voting by voting groups, the minimum numbers) of votes that would be necessary to authorize or take the action at a Shareholders’ Meeting at which all shares entitled to vote were present and voted.  The action must be evidenced by one or more written consents describing the action taken, signed by the shareholders consenting thereto and delivered to the Corporation for inclusion in its corporate records.  A consent hereunder has the effect of a Shareholders’ Meeting vote and may be described as such in any document issued by or on behalf of the Corporation.

Section 8.2

Director Action Without Shareholders’ Meeting.  Unless the Articles provide otherwise, action required or permitted by the WBCL to be taken at a Board Meeting or Committee Meeting may be taken without a meeting if the action is taken by all members of the Board or Committee.  The action shall be evidenced by one or more written consents describing the action taken, signed by each director and retained by the Corporation.  Action taken hereunder is effective when the last director signs the consent, unless the consent specifies a different effective date.  A consent signed hereunder has the effect of a unanimous vote taken at a Shareholders’ Meeting at which all directors or committee members were present, and may be described as such in any document issued by or on behalf of the Corporation.

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ARTICLE IX
INDEMNIFICATION

Section 9.1

Indemnification, Generally.  The Corporation shall provide indemnification in accordance with the provisions of this Article IX to the Officers, Directors, Employees and Agents of the Corporation to the fullest extent required or permitted by the WBCL.  In order for the Corporation to obtain and retain qualified personnel, the foregoing provisions shall be liberally administered in order to afford maximum indemnification, and the indemnification herein provided for shall be granted in all applicable cases unless to do so would clearly contravene law, controlling precedent or public policy.

Section 9.2

Indemnification of Officers, Directors, Employees and Agents.

(a)

The Corporation shall indemnify a Director, Officer, Employee or Agent to the extent he or she has been successful on the merits or otherwise in the defense of any Proceeding, for all reasonable Expenses.

(b)

In cases not included under Subsection (a), the Corporation shall indemnify a Director, Officer, Employee or Agent against Liability and Expenses incurred by such person in a Proceeding unless it shall have been proven by final judicial adjudication that such person breached or failed to perform a duty owned to the Corporation which constituted:

(1)

A willful failure to deal fairly with the Corporation or its shareholders in connection with a matter in which the Director, Officer, Employee or Agent has a material conflict of interest;

(2)

A violation of criminal law, unless the Director, Officer, Employee or Agent 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, Officer, Employee or Agent derived an improper personal profit; or

(4)

Willful misconduct.

Section 9.3

Definitions.  In this Article IX:

(a)

“Director, Officer, Employee or Agent” means any of the following: (i) a natural person who, is or was a director, officer, employee or agent of the Corporation; (ii) a natural person who, while a director, officer, employee or agent of the Corporation, is or was serving either pursuant to the Corporation’s specific request or as a result of the nature of such person’s duties to the Corporation as a director, officer, partner, trustee, member of any governing or decision making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise; (iii) a natural person who,

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while a director, officer, employee or agent of the Corporation, is or was serving an employee 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 in or beneficiaries of the plan; or (iv) unless the context requires otherwise, the estate or personal representative of a director, officer, employee or agent.

(b)

“Liability” means the obligation to pay a judgment, penalty, assessment, forfeiture or fine, including an excise tax assessed with respect to an employee benefit plan, the agreement to pay any amount in settlement of a Proceeding (whether or not approved by a court order), and reasonable expenses and interest related to the foregoing.

(c)

“Party” means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a Proceeding.

(d)

“Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal (including but not limited to any act or failure to act alleged or determined to have been negligent, to have violated the Employee Retirement Income Security Act of 1974, or to have violated Sections 180.0826, 180.0832 or of the WBCL regarding improper dividends, distributions of assets, purchases of shares of the Corporation, or loans to officers), 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 or entity, to which the Director, Officer, Employee or Agent was a party because he or she is a Director, Officer, Employee or Agent.

(e)

“Expenses” means all reasonable fees, costs, charges, disbursements, attorneys’ fees and any other expenses incurred in connection with the Proceeding.

Section 9.4

Determination that Indemnification is Proper.

(a)

Unless provided otherwise by a written agreement between the Director, Officer, Employee or Agent and the Corporation, determination of whether indemnification is required under Section 9.2 shall be made by any method set forth in Section 180.0855 of the WBCL.

(b)

A Director, Officer, Employee or Agent who seeks indemnification under this section shall make a written request to the Corporation.  As a further pre-condition to any right to receive indemnification, the writing shall contain a declaration that the Corporation shall have the right to exercise all rights and remedies available to such Director, Officer, Employee or Agent against any other person, corporation, foreign corporation, partnership, joint venture, trust or other enterprise, arising out of, or related to, the Proceeding which resulted in the Liability and the Expense for which such Director, Officer, Employee or Agent is seeking indemnification, and that the Director, Officer, Employee or Agent is hereby deemed to have assigned to the Corporation all such rights and remedies.

(c)

Indemnification under Section 9.2(a) shall be made within 10 days of receipt of a written demand for indemnification.  Indemnification required under Section 9.2(b) shall be made within 30 days of receipt of a written demand for indemnification.

(d)

Indemnification under this section is not required to the extent the Director, Officer, Employee or Agent has previously received indemnification or allowance of

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expenses from any person or entity, including the Corporation, in connection with the same Proceeding.

(e)

Upon written request by a Director, Officer, Employee or Agent who is a Party to a Proceeding, the Corporation shall pay or reimburse his or her reasonable Expenses as incurred if the Director, Officer, Employee or Agent provides the Corporation with all of the following:

(1)

A written affirmation of his or her good faith belief that he or she is entitled to indemnification under this Article IX; and

(2)

A written undertaking, executed personally or on his or her behalf, to repay all amounts advanced without interest to the extent that it is ultimately determined that indemnification under this Article IX is prohibited.

The undertaking under this subsection shall be accepted without reference to the Director’s, Officer’s, Employee’s or Agent’s ability to repay the allowance. The undertaking shall be unsecured.

(f)

The right to indemnification under this Article may be amended only by a subsequent vote of not less than two-thirds of the Corporation’s outstanding capital stock entitled to vote on such matters.  Any reduction in the right to indemnification may only be prospective from the date of such vote.

Section 9.5

Securities Law Claims.

(a)

Pursuant to the public policy of the State of Wisconsin, the Corporation shall provide indemnification and allowance of expenses and may insure for any liability incurred in connection with a proceeding involving securities regulation described under Subsection (b), below, to the extent required or permitted under this Article IX.

(b)

This Article IX applies, 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.

Section 9.6

Insurance.  The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is a Director, Officer, Employee or Agent against any Liability asserted against or incurred by the individual in any such capacity or arising out of his status as such, regardless of whether the Corporation is required or authorized to indemnify or allow Expenses to the individual under this section.

Section 9.7

Severability.  The provisions of this Article shall not apply in any circumstance where a court of competent jurisdiction determines that indemnification would be invalid as against public policy.

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ARTICLE X
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 10.1

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

Section 10.2

Loans.  No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.  The Corporation shall have the power to lend money to its directors, officers, employees and agents.

Section 10.3

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

Section 10.4

Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may select.

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.1

Fiscal Year.  The fiscal year of the Corporation shall begin on January 1 and end on December 31, unless otherwise fixed by resolution of the Board.

Section 11.2

Seal.  The Corporation may use a corporate seal which may be altered at the Board’s pleasure, by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Wisconsin”.  The affixing of a corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof and the use of the corporate seal is not mandatory.

Section 11.3

Audits.  The Board shall determine whether the Corporation’s accounts, books and records shall be audited upon the conclusion of each fiscal year, and shall determine who performs that audit.

ARTICLE XII
AMENDMENTS

Section 12.1

By Shareholders.  These Bylaws may be amended or repealed and new Bylaws may be adopted by the shareholders by the vote provided in Section 3.9 or as specifically provided below.  If authorized by the Articles, the shareholders may adopt or amend a Bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than otherwise is provided in the WBCL.  The adoption or amendment of a Bylaw that adds, changes or deletes a greater or lower quorum requirement or a

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greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.

Section 12.2

By Directors.  These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board by the vote provided in Section 4.15, but (i) no Bylaw adopted by the shareholders shall be amended, repealed or readopted by the Board if the Bylaw so adopted so provides, and (ii) a Bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the Board than otherwise is provided in the WBCL may not be amended or repealed by the Board unless the Bylaw expressly provides that it may be amended or repealed by a specified vote of the Board.  Action by the Board to adopt or amend a Bylaw that changes the quorum or voting requirement for the Board must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified as provided by the preceding sentence.  A Bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than otherwise is provided in the WBCL may not be adopted, amended or repealed by the Board.

Section 12.3

Implied Amendments.  Any action taken or authorized by the shareholders or by the Board, which action would be inconsistent with the Bylaws then in effect but is taken or authorized by a vote that would be sufficient 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.

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Exhibit E-1

ORGANIZER WARRANT AGREEMENT

This Warrant Agreement (“Agreement”) is executed as of this ____ day of _______, 2010 by Choice Bancorp, Inc., a Wisconsin corporation (“Company”), in favor of each person who is, as of the date of this Agreement, or hereafter becomes, a registered holder or beneficial owner of warrants to purchase shares of common stock of Choice Bank (the “Bank”), in accordance with and subject to the terms and conditions set forth in this Agreement.

WHEREAS, the Bank has outstanding as of the date of this Agreement a total of ___________ unexercised warrants to purchase shares of Bank common stock at a price of $10.00 per share (each, an “Organizer Bank Warrant” and, collectively, the “Organizer Bank Warrants”); and

WHEREAS, pursuant to that certain Agreement and Plan of Reorganization dated ________, 2010 between the Company and the Bank, the Company has acquired all of the common stock of the Bank through a merger of a wholly owned banking subsidiary of the Company with and into the Bank, in which each share of common stock of the Bank was converted into one share of common stock of the Company (the “Reorganization”); and

WHEREAS, pursuant to the terms of the Organizer Bank Warrants, upon the occurrence of certain transactions involving the Bank, each Organizer Bank Warrant shall convert into a warrant to acquire the stock of the surviving organization, or its parent entity, having identical terms as the outstanding Organizer Bank Warrants (except for certain adjustments for price and number of warrants as shall effect the economic equivalent): and the Reorganization is a transaction which causes such conversion; and

WHEREAS, the Company is entering into this Agreement pursuant to the terms of the Reorganization and to give effect to the conversion of Organizer Bank Warrants as above specified.  

NOW, THEREFORE, in consideration of the foregoing and the agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Bank and, by acceptance of a Warrant, each Holder (as defined herein) agree as follows:

1.

Grant of Warrants. Subject to the terms, restrictions, limitations and conditions stated in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to each person who, on the date of this Agreement is a holder or beneficial owner of an Organizer Bank Warrant (each a “Holder” and collectively, the “Holders”), warrants to purchase that number of shares of common stock of the Company, par value $1.00 per share (each a “Share” and, collectively, the “Shares”) as is represented by the Organizer Bank Warrants held by such Holder on the date hereof (“Organizer Warrants”).  Each Organizer Warrant initially shall be exercisable for one (1) fully paid and nonassessable Share, subject to adjustment as provided in Section 11 of this Agreement.

2.

Warrant Certificates. Each Organizer Warrant shall be evidenced by a warrant certificate, which shall be substantially in the form attached to this Agreement as Exhibit A (“Warrant Certificate”). Each Warrant Certificate shall have such marks of identification or designation and such legends or endorsements thereon as the Company deems appropriate, so long as they are not inconsistent with the provisions of this Agreement, or as are required to comply with any applicable law, rule or regulation applicable to the Company or the Share. The Warrant Certificates shall be executed on behalf of the Company by the manual, facsimile or imprinted signature of its Chairman of the Board, its President or any vice president and shall be attested by the manual, facsimile or imprinted signature its Secretary or Cashier, or any assistant secretary or assistant cashier.

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3.

Term of Warrants.

(a)

The term for the exercise of the Organizer Warrants shall begin at the Effective Time of the merger constituting part of the Reorganization (the “Issue Date”). The period for the exercise of the Organizer Warrants shall expire at 2:00 p.m., Oshkosh, Wisconsin time on the earlier to occur of (i) July 24, 2016, or (ii) the date provided in Section 3(b) of this Agreement (the “Expiration Time”).

(b)

Notwithstanding any provision of this Agreement or any Warrant Certificate to the contrary, the Organizer Warrants shall expire, to the extent not exercised, within 45 days following the receipt of notice from the Company’s primary federal regulator (“Regulator”) that (i) the Company has not maintained its minimum capital requirements (as determined by the Regulator); and (ii) the Regulator is requiring exercise or forfeiture of warrants. Upon receipt of such notice from the Regulator, the Company shall promptly notify each Holder that he must exercise the Organizer Warrants granted to him prior to the end of the 45-day period or such earlier period as may be specified by the Regulator or forfeit such Organizer Warrant(s). In case of forfeiture, no Holder shall have any cause of action, of any kind or nature, against the Company or any of its officers or directors with respect to the forfeiture. In addition, the Company shall not be liable to any Holder due to the failure or inability of the Company to provide adequate notice to Holder.

4.

Exercise of Warrants. The purchase price per Share to be paid by a Holder for Shares subject to the Organizer Warrants shall be $10.00, subject to adjustment as set forth in Section 11 of this Agreement (the “Exercise Price”). A Holder may exercise Organizer Warrants evidenced by a Warrant Certificate in whole or in part at any time prior to the Expiration Time by delivering to the secretary of the Company (i) the Warrant Certificate; (ii) a written notice to the Company specifying the number of Shares with respect to which Organizer Warrants are being exercised; and (iii) a check for the full amount of the aggregate Exercise Price of the Shares being acquired.

5.

Delivery of Shares; Partial Exercise. Upon receipt of the items set forth in Section 4, and subject to the terms of this Agreement, the Company shall promptly deliver to, and register in the name of, the Holder a certificate or certificates representing the number of Shares acquired by exercise of an Organizer Warrant.  In the event of a partial exercise of an Organizer Warrant(s), a new Warrant Certificate evidencing the number of Shares that remain subject to the Organizer Warrant shall be issued by the Company to such Holder or to his duly authorized assigns.

6.

Registration of Transfer and Exchange.

(a)

The Company shall keep, or cause to be kept, at its principal place of business or at such other location designated by the Company, a register or registers in which, subject to such reasonable regulations as the Company may prescribe, the registrar and transfer agent (the “Securities Registrar”) shall register the Warrant Certificates and the transfers thereof as provided herein (“Securities Register”). The initial Securities Registrar shall be the secretary or cashier of the Company, and thereafter, the Securities Registrar may be removed and/or appointed as authorized by the Company.

(b)

Upon surrender for registration of transfer of any Warrant Certificate, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

(c)

At the option of the Holder, Warrant Certificates may be exchanged for other Warrant Certificates of like tenor and in like aggregate amount upon surrender of the Warrant Certificates to be exchanged. Upon such surrender, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

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(d)

Every Warrant Certificate presented or surrendered for registration of transfer or exchange shall be accompanied (if so required by the Company or the Securities Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Securities Registrar, duly executed by the registered Holder or by such Holder’s duly authorized attorney in writing.

7.

Replacement of Warrant Certificates.

(a)

Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of a Warrant Certificate and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, surrender and cancellation of such Warrant Certificate, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount. In the case of loss, theft or destruction of a Warrant Certificate, prior to the issuance of a replacement Warrant Certificate, the Company may also require that a bond be posted in such amount as the Company may determine is necessary as indemnity against any claim that may be made against it with respect to such Warrant Certificate.

(b)

All Organizer Warrants shall be held and owned under the express condition that the provisions of this Section are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Warrant Certificates and shall preclude (to the extent lawful) all other rights and remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

(c)

Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Company and its agents and counsel) connected therewith.

(d)

Every new Warrant Certificate issued pursuant to this Section shall constitute an additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly issued hereunder.

8.

Persons Deemed Holders. Prior to the due presentment of a Warrant Certificate for registration of transfer or exchange, the Company, any Securities Registrar and any other agent of the Company may treat the person in whose name such Warrant Certificate is registered in the Securities Register as the sole Holder of such Warrant Certificate and of the Organizer Warrant represented by such Warrant Certificate for all purposes whatsoever, and shall not be bound to recognize any equitable or other claim to or interest in such Warrant Certificate or in the Organizer Warrant represented by such Warrant Certificate on the part of any person and shall be unaffected by any notice to the contrary.

9.

Cancellation. All Warrant Certificates surrendered for the purpose of exercise, exchange or registration of transfer shall be cancelled by the Securities Registrar, and no Warrant Certificates shall be issued in lieu thereof, except as expressly permitted by the provisions of this Agreement.

10.

Fractional Shares. The Company shall not be required to issue Warrant Certificates exercisable for fractional Shares or to issue fractional Shares upon the exercise of Organizer Warrants. Warrant Certificates exercisable for fractional Shares shall expire as of the Expiration Date, and a Holder of such Warrant Certificates shall not be entitled to any consideration of any kind or nature in respect of such Organizer Warrant or Warrant Certificate.

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11.

Stock Dividends, Splits, Etc.

(a)

If, prior to the Expiration Time, the Company shall subdivide its outstanding Shares into a greater number of Shares, or declare and pay a dividend of its Shares payable in additional Shares, the Exercise Price, as then in effect, shall be proportionately reduced, and the Company shall proportionately increase the number of Shares then subject to exercise under this Organizer Warrant (and not previously exercised.)

(b)

If, prior to the Expiration Time, the Company shall combine its outstanding Shares into a lesser number of Shares, the Exercise Price, as then in effect, shall be proportionately increased, and the Company shall proportionately reduce the number of Shares then subject to exercise under this Organizer Warrant (and not previously exercised.)

12.

Reorganization, Reclassifications, Consolidation or Merger. If, prior to the Expiration Time, there shall be a reorganization or reclassification of the Shares (other than as provided in Section 11 of this Agreement), or any consolidation or merger of the Company with another entity, the Holder shall be entitled to receive, during the remainder of the term of this Agreement and upon payment of the Exercise Price, the number of shares of stock or other securities or property of the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of Shares, deliverable upon the exercise of an Organizer Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and, in any case, the Company shall make appropriate adjustments (as determined by the board of directors of the Company in its sole discretion) in the application of the provisions with respect to the rights and interests of the Holders so that the provisions set forth in this Agreement (including the adjustment to the Exercise Price and the number of Shares issuable upon exercise of the Organizer Warrants) shall be applicable, as nearly as may be practicable, to any shares or other property thereafter deliverable upon the exercise of this Organizer Warrant.

13.

Certificate as to Adjustments; Issuance of New Warrant Certificates. Within thirty (30) days following any adjustment provided for in Section 11 or 12 of this Agreement, the Company shall give written notice of the adjustment to the Holders as provided in Section 14(a) of this Agreement. The notice shall state the Exercise Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of the Organizer Warrant(s) and shall set forth in reasonable detail the method of calculation for each. Notwithstanding anything to the contrary set forth herein or in the Warrant Certificates, the Company may, at its option, issue new Warrant Certificates evidencing the Organizer Warrants, in such form as may be approved by the Company, to reflect any adjustment or change in the Exercise Price and the number or kind of stock or other securities or property purchasable upon exercise of the Organizer Warrants.

14.

Miscellaneous.

(a)

Any notice or other communication required or permitted to be made hereunder shall be in writing, duly signed by the party giving such notice or communication and shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid as follows (or at such other address for a party as shall be specified by like notice): (i) if given to the Company, at its principal place of business; and (ii) if given to a Holder, at the address set forth for the Holder on the books and records of the Company. A notice given to the Company by a Holder with respect to the exercise of a Organizer Warrant shall not be effective until received by the Company.

(b)

The Company shall, at all times, reserve and keep available out of its authorized and unissued Shares or out of any Shares held in treasury that number of Shares that will from time to time

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be sufficient to permit the exercise in full of all outstanding Organizer Warrants. The Company shall take all such action as may be necessary to ensure that all Shares delivered upon exercise of any Organizer Warrants shall, at the time of delivery of the Warrant Certificates for such Shares, be duly authorized, validly issued, fully paid and nonassessable.

(c)

The Company shall pay when due and payable any and all federal and state transfer taxes and charges (other any applicable income taxes) that may be payable in respect of the issuance and delivery of Warrant Certificates or of certificates for Shares receivable upon the exercise of any Organizer Warrants; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of the issuance and delivery (i) of any Warrant Certificate or stock certificate registered in a name other than that of the Holder of the Warrant Certificate that has been surrendered, or (ii) of any Warrant Certificate under Section 7.

(d)

No Holder, in his capacity as such, shall be entitled to vote or receive dividends or shall be deemed from any other purpose the holder of the Shares or other securities which may at any time be issuable upon the exercise of such Warrant. Nothing contained herein or in any Warrant Certificate shall be construed to confer upon any Holder, in his capacity as such, any of the rights of a shareholder of the Company, including any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, to give or withhold consent to any corporation action, or to receive notices of meeting or other actions affecting shareholders.

(e)

Each Holder, by accepting a Warrant Certificate, accepts and agrees to the terms of this Agreement. The terms of this Agreement shall be binding upon the Company and the Holders and their respective heirs, successors, representatives and permitted assigns. Nothing expressed or referred to herein is intended or will be construed to give any person other than the Company or the Holders any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provision herein contained, it being the intention of the Company and the Holders that this Agreement, the assumption of obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole benefit of the Company and the Holders and for the benefit of no other person.

(f)

This Agreement constitutes the full understanding of the Company and the Holders, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the Company and any Holder with respect thereto. Except as otherwise specifically provided in this Agreement, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this Agreement will be binding unless hereafter or contemporaneously herewith made in writing and signed by the party to be bound, and no modification will be effected by the acknowledgment or acceptance of documents containing terms or conditions at variance with or in addition to those set forth in this Agreement.

(g)

The headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender will be deemed to include the other genders. Each use herein of the plural will include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. References to a person are also to its permitted successors or assigns. No provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, which action or omission would violate applicable law (whether statutory or common law), rule or regulation.

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(h)

This Agreement shall terminate upon the earlier of (i) the Expiration Time, or (ii) the close of business on the date on which all Organizer Warrants shall have been exercised.

(i)

THIS AGREEMENT, EACH ORGANIZER WARRANT AND EACH WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WISCONSIN WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. IN THE EVENT OF A DISPUTE INVOLVING THIS AGREEMENT, THE PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN WINNEBAGO COUNTY, WISCONSIN.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

CHOICE BANCORP, INC.

By: _________________________________________

Name: _______________________________________

Title: ________________________________________

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EXHIBIT A

FORM OF WARRANT CERTIFICATE

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FORM OF EXERCISE NOTICE

(To be executed if the Holder desires to exercise Warrants)

TO CHOICE BANCORP, INC.

The undersigned hereby irrevocably elects to exercise _______ Warrants evidenced by this Warrant Certificate to purchase the Warrant Shares issuable upon the exercise of such Warrants and requests that certificates for such Warrant Shares be issued in the name of:

________________________________________________________________________________________________________________________

(Please print or type name and address)

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER

If such number of Warrants is not all the Warrants evidenced by this Warrant Certificate, a new Warrant Certificate for the balance remaining of such Warrants will be registered in the name of and delivered to:

________________________________________________________________________________________________________________________

(Please print or type name and address)

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER

Dated:________________________________________

Signature:___________________________________

Signature Guaranteed:_________________________

__________________________________

FORM OF ASSIGNMENT

(To be executed if the Holder desired to transfer Warrants)

FOR VALUE RECEIVED,___________________________ hereby sells assigns and transfers unto

_______________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________

(Please print or type name and address)

this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint __________________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, will full power of substitution.

Company, with full power of substitution.

Dated:__________________________________________

Signature:_____________________________________

Signature Guaranteed:___________________________

__________________________________

NOTICE:

Signatures on the foregoing Form of Assignment and Form of Exercise Notice and in the related Warrant Certificates must correspond to the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever.

Signatures must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Signature Guarantee Program, Stock Exchange Medallion Signature Program, New York Stock Exchange Medallion Program or Securities Transfer Agent’s Medallion Program.

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Exhibit E-2

SHAREHOLDER WARRANT AGREEMENT

This Warrant Agreement (“Agreement”) is executed as of this ____ day of _______, 2010 by Choice Bancorp, Inc., a Wisconsin corporation (“Company”), in favor of each person who is, as of the date of this Agreement, or hereafter becomes, a registered holder or beneficial owner of warrants to purchase shares of common stock of Choice Bank (the “Bank”), in accordance with and subject to the terms and conditions set forth in this Agreement.

WHEREAS, the Bank has outstanding as of the date of this Agreement a total of ______________ unexercised warrants to purchase shares of Bank common stock at a price of $12.50 per share (each, a “Bank Warrant” and, collectively, the “Bank Warrants”); and

WHEREAS, pursuant to that certain Agreement and Plan of Reorganization dated __________, 2010 between the Company and the Bank, the Company has acquired all of the common stock of the Bank through a merger of a wholly owned banking subsidiary of the Company with and into the Bank, in which each share of common stock of the Bank was converted into one share of common stock of the Company (the “Reorganization”); and

WHEREAS, pursuant to the terms of the Bank Warrants, upon the occurrence of certain transactions involving the Bank, each Bank Warrant shall convert into a warrant to acquire the stock of the surviving organization, or its parent entity, having identical terms as the outstanding Bank Warrants (except for certain adjustments for price and number of warrants as shall effect the economic equivalent); and the Reorganization is a transaction which causes such conversion; and

WHEREAS, the Company is entering into this Agreement pursuant to the terms of the Reorganization and to give effect to the conversion of Bank Warrants as above specified.

NOW, THEREFORE, in consideration of the foregoing and the agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Company and, by acceptance of a Warrant, each Holder (as defined herein) agree as follows:

1.

Grant of Warrants. Subject to the terms, restrictions, limitations and conditions stated in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to each person who, on the date of this Agreement is a holder or beneficial owner of a Bank Warrant (each a “Holder” and collectively, the “Holders”), warrants to purchase that number of shares of common stock of the Company, par value $1.00 per share (each a “Share,” and, collectively, the “Shares”) as is represented by the Bank Warrants held by such Holder on the date hereof (“Warrants”).  Each Warrant initially shall be exercisable for one (1) fully paid and nonassessable Share, subject to adjustment as provided in Section 11 of this Agreement.

2.

Warrant Certificates. Each Warrant shall be evidenced by a warrant certificate, which shall be substantially in the form attached to this Agreement as Exhibit A (“Warrant Certificate”). Each Warrant Certificate shall have such marks of identification or designation and such legends or endorsements thereon as the Company deems appropriate, so long as they are not inconsistent with the provisions of this Agreement, or as are required to comply with any applicable law, rule or regulation applicable to the Company or the Shares. The Warrant Certificates shall be executed on behalf of the Company by the manual, facsimile or imprinted signature of its Chairman of the Board, its President or any vice president and shall be attested by the manual, facsimile or imprinted signature its Secretary, Cashier or any assistant secretary or assistant cashier.

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3.

Term of Warrants.

(a)

The term for the exercise of the Warrants shall begin at the Effective Time of the merger constituting part of the Reorganization (the “Issue Date”). The period for the exercise of the Warrants shall expire at 2:00 p.m., Oshkosh, Wisconsin time on the earlier to occur of (i) July 24, 2012; or (ii) the date provided in Section 3(b) of this Agreement (the “Expiration Time”).

(b)

Notwithstanding any provision of this Agreement or any Warrant Certificate to the contrary, the Warrants shall expire, to the extent not exercised, within 45 days following the receipt of notice from the Company’s primary federal regulator (“Regulator”) that (i) the Company has not maintained its minimum capital requirements (as determined by the Regulator); and (ii) the Regulator is requiring exercise or forfeiture of warrants. Upon receipt of such notice from the Regulator, the Company shall promptly notify each Holder that he must exercise the Warrants granted to him prior to the end of the 45- day period or such earlier period as may be specified by the Regulator or forfeit such Warrant(s). In case of forfeiture, no Holder shall have any cause of action, of any kind or nature, against the Company or any of its officers or directors with respect to the forfeiture. In addition, the Company shall not be liable to any Holder due to the failure or inability of the Company to provide adequate notice to Holder.

4.

Exercise of Warrants. The purchase price per Share to be paid by a Holder for Shares subject to the Warrants shall be $12.50, subject to adjustment as set forth in Section 11 of this Agreement (the “Exercise Price”). A Holder may exercise Warrants evidenced by a Warrant Certificate in whole or in part at any time prior to the Expiration Time by delivering to the secretary of the Company (i) the Warrant Certificate; (ii) a written notice to the Company specifying the number of Shares with respect to which Warrants are being exercised; and (iii) a check for the full amount of the aggregate Exercise Price of the Shares being acquired.

5.

Delivery of Shares; Partial Exercise. Upon receipt of the items set forth in Section 4, and subject to the terms of this Agreement, the Company shall promptly deliver to, and register in the name of, the Holder a certificate or certificates representing the number of Shares acquired by exercise of a Warrant.  In the event of a partial exercise of Warrant(s), a new Warrant Certificate evidencing the number of Shares that remain subject to the Warrant shall be issued by the Company to such Holder or to his duly authorized assigns.

6.

Registration of Transfer and Exchange.

(a)

The Company shall keep, or cause to be kept, at its principal place of business or at such other location designated by the Company, a register or registers in which, subject to such reasonable regulations as the Company may prescribe, the registrar and transfer agent (the “Securities Registrar”) shall register the Warrant Certificates and the transfers thereof as provided herein (“Securities Register”). The initial Securities Registrar shall be the secretary or cashier of the Company, and thereafter, the Securities Registrar may be removed and/or appointed as authorized by the Company.

(b)

Upon surrender for registration of transfer of any Warrant Certificate, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

(c)

At the option of the Holder, Warrant Certificates may be exchanged for other Warrant Certificates of like tenor and in like aggregate amount upon surrender of the Warrant Certificates to be exchanged. Upon such surrender, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

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(d)

Every Warrant Certificate presented or surrendered for registration of transfer or exchange shall be accompanied (if so required by the Company or the Securities Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Securities Registrar, duly executed by the registered Holder or by such Holder’s duly authorized attorney in writing.

7.

Replacement of Warrant Certificates.

(a)

Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of a Warrant Certificate and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, surrender and cancellation of such Warrant Certificate, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount. In the case of loss, theft or destruction of a Warrant Certificate, prior to the issuance of a replacement Warrant Certificate, the Company may also require that a bond be posted in such amount as the Company may determine is necessary as indemnity against any claim that may be made against it with respect to such Warrant Certificate.

(b)

All Warrants shall be held and owned under the express condition that the provisions of this Section are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Warrant Certificates and shall preclude (to the extent lawful) all other rights and remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

(c)

Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Company and its agents and counsel) connected therewith.

(d)

Every new Warrant Certificate issued pursuant to this Section shall constitute an additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly issued hereunder.

8.

Persons Deemed Holders. Prior to the due presentment of a Warrant Certificate for registration of transfer or exchange, the Company, any Securities Registrar and any other agent of the Company may treat the person in whose name such Warrant Certificate is registered in the Securities Register as the sole Holder of such Warrant Certificate and of the Warrant represented by such Warrant Certificate for all purposes whatsoever, and shall not be bound to recognize any equitable or other claim to or interest in such Warrant Certificate or in the Warrant represented by such Warrant Certificate on the part of any person and shall be unaffected by any notice to the contrary.

9.

Cancellation. All Warrant Certificates surrendered for the purpose of exercise, exchange or registration of transfer shall be cancelled by the Securities Registrar, and no Warrant Certificates shall be issued in lieu thereof, except as expressly permitted by the provisions of this Agreement.

10.

Fractional Shares. The Company shall not be required to issue Warrant Certificates exercisable for fractional Shares or to issue fractional Shares upon the exercise of Warrants. Warrant Certificates exercisable for fractional Shares shall expire as of the Expiration Date, and a Holder of such Warrant Certificates shall not be entitled to any consideration of any kind or nature in respect of such Warrant or Warrant Certificate.

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11.

Stock Dividends, Splits, Etc.

(a)

If, prior to the Expiration Time, the Company shall subdivide its outstanding Shares into a greater number of Shares, or declare and pay a dividend of its Shares payable in additional Shares, the Exercise Price, as then in effect, shall be proportionately reduced, and the Company shall proportionately increase the number of Shares then subject to exercise under this Warrant (and not previously exercised.)

(b)

If, prior to the Expiration Time, the Company shall combine its outstanding Shares into a lesser number of Shares, the Exercise Price, as then in effect, shall be proportionately increased, and the Company shall proportionately reduce the number of Shares then subject to exercise under this Warrant (and not previously exercised.)

12.

Reorganization, Reclassifications, Consolidation or Merger. If, prior to the Expiration Time, there shall be a reorganization or reclassification of the Shares (other than as provided in Section 11 of this Agreement), or any consolidation or merger of the Company with another entity, the Holder shall be entitled to receive, during the remainder of the term of this Agreement and upon payment of the Exercise Price, the number of shares of stock or other securities or property of the Company or of the successor entity(or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of Shares, deliverable upon the exercise of a Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and, in any case, the Company shall make appropriate adjustments (as determined by the board of directors of the Company in its sole discretion) in the application of the provisions with respect to the rights and interests of the Holders so that the provisions set forth in this Agreement (including the adjustment to the Exercise Price and the number of Shares issuable upon exercise of the Warrants) shall be applicable, as nearly as may be practicable, to any shares or other property thereafter deliverable upon the exercise of this Warrant.

13.

Certificate as to Adjustments; Issuance of New Warrant Certificates. Within thirty (30) days following any adjustment provided for in Section 11 or 12 of this Agreement, the Company shall give written notice of the adjustment to the Holders as provided in Section 14(a) of this Agreement. The notice shall state the Exercise Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of the Warrant(s) and shall set forth in reasonable detail the method of calculation for each. Notwithstanding anything to the contrary set forth herein or in the Warrant Certificates, the Company may, at its option, issue new Warrant Certificates evidencing the Warrants, in such form as may be approved by the Company, to reflect any adjustment or change in the Exercise Price and the number or kind of stock or other securities or property purchasable upon exercise of the Warrants.

14.

Miscellaneous.

(a)

Any notice or other communication required or permitted to be made hereunder shall be in writing, duly signed by the party giving such notice or communication and shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid as follows (or at such other address for a party as shall be specified by like notice): (i) if given to the Company, at ___________________________, Oshkosh, Wisconsin 54904; and (ii) if given to a Holder, at the address set forth for the Holder on the books and records of the Company. A notice given to the Company by a Holder with respect to the exercise of a Warrant shall not be effective until received by the Company.

(b)

The Company shall, at all times, reserve and keep available out of its authorized and unissued Shares or out of any Shares held in treasury that number of Shares that will from time to time be sufficient to permit the exercise in full of all outstanding Warrants. The Company shall take all

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such action as may be necessary to ensure that all Shares delivered upon exercise of any Warrants shall, at the time of delivery of the Warrant Certificates for such Shares, be duly authorized, validly issued, fully paid and nonassessable.

(c)

The Company shall pay when due and payable any and all federal and state transfer taxes and charges (other any applicable income taxes) that may be payable in respect of the issuance and delivery of Warrant Certificates or of certificates for Shares receivable upon the exercise of any Warrants; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of the issuance and delivery (i) of any Warrant Certificate or stock certificate registered in a name other than that of the Holder of the Warrant Certificate that has been surrendered, or (ii) of any Warrant Certificate under Section 7.

(d)

No Holder, in his capacity as such, shall be entitled to vote or receive dividends or shall be deemed from any other purpose the holder of the Shares or other securities which may at any time be issuable upon the exercise of such Warrant. Nothing contained herein or in any Warrant Certificate shall be construed to confer upon any Holder, in his capacity as such, any of the rights of a shareholder of the Company, including any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, to give or withhold consent to any corporation action, or to receive notices of meeting or other actions affecting shareholders.

(e)

Each Holder, by accepting a Warrant Certificate, accepts and agrees to the terms of this Agreement. The terms of this Agreement shall be binding upon the Company and the Holders and their respective heirs, successors, representatives and permitted assigns. Nothing expressed or referred to herein is intended or will be construed to give any person other than the Company or the Holders any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provision herein contained, it being the intention of the Company and the Holders that this Agreement, the assumption of obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole benefit of the Company and the Holders and for the benefit of no other person.

(f)

This Agreement constitutes the full understanding of the Company and the Holders, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the Company and any Holder with respect thereto. Except as otherwise specifically provided in this Agreement, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this Agreement will be binding unless hereafter or contemporaneously herewith made in writing and signed by the party to be bound, and no modification will be effected by the acknowledgment or acceptance of documents containing terms or conditions at variance with or in addition to those set forth in this Agreement.

(g)

The headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender will be deemed to include the other genders. Each use herein of the plural will include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. References to a person are also to its permitted successors or assigns. No provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, which action or omission would violate applicable law (whether statutory or common law), rule or regulation.

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(h)

This Agreement shall terminate upon the earlier of (i) the Expiration Time, or (ii) the close of business on the date on which all Warrants shall have been exercised.

(i)

THIS AGREEMENT, EACH WARRANT AND EACH WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF WISCONSIN WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. IN THE EVENT OF A DISPUTE INVOLVING THIS AGREEMENT, THE PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN WINNEBAGO COUNTY, WISCONSIN.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

CHOICE BANCORP, INC.

By: ________________________________________

Name: ______________________________________

Title: _______________________________________

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EXHIBIT A

FORM OF WARRANT CERTIFICATE

E-15

FORM OF EXERCISE NOTICE

(To be executed if the Holder desires to exercise Warrants)

TO CHOICE BANCORP, INC.

The undersigned hereby irrevocably elects to exercise _______ Warrants evidenced by this Warrant Certificate to purchase the Warrant Shares issuable upon the exercise of such Warrants and requests that certificates for such Warrant Shares be issued in the name of:

________________________________________________________________________________________________________________________

(Please print or type name and address)

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER

If such number of Warrants is not all the Warrants evidenced by this Warrant Certificate, a new Warrant Certificate for the balance remaining of such Warrants will be registered in the name of and delivered to:

________________________________________________________________________________________________________________________

(Please print or type name and address)

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER

Dated:________________________________________

Signature:___________________________________

Signature Guaranteed:_________________________

__________________________________

FORM OF ASSIGNMENT

(To be executed if the Holder desired to transfer Warrants)

FOR VALUE RECEIVED,___________________________ hereby sells assigns and transfers unto

_______________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________

(Please print or type name and address)

this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint __________________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, will full power of substitution.

Company, with full power of substitution.

Dated:__________________________________________

Signature:_____________________________________

Signature Guaranteed:___________________________

__________________________________

NOTICE:

Signatures on the foregoing Form of Assignment and Form of Exercise Notice and in the related Warrant Certificates must correspond to the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever.

Signatures must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Signature Guarantee Program, Stock Exchange Medallion Signature Program, New York Stock Exchange Medallion Program or Securities Transfer Agent’s Medallion Program.

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