**Exhibit 3.3**

BYLAWS

OF

MADISON GAS AND ELECTRIC COMPANY

(a Wisconsin Corporation)

(Including all amendments through August 16, 2002)





1.01	Principal and Business Offices	1

1.02	Registered Office	1







2.01	Annual Meeting	1

2.02	Special Meeting	1

2.03	Place of Meeting	1

2.04	Notice of Meeting	1

2.05	Closing of Stock Transfer Records or Fixing of Record Date	2

2.06	Voting Record	2

2.07	Quorum	2

2.08	Conduct of Meetings	3

2.09	Proxies	3

2.10	Voting of Shares	4

2.11	Voting of Shares by Certain Holders	4

2.12	Waiver of Notice by Shareholders	5

2.13	Unanimous Consent Without Meeting	5

2.14	Notice of Shareholder Business and Nominations	5

ARTICLE III. BOARD OF DIRECTORS



3.01	General Powers and Number	6

3.02	Tenure and Qualifications	7

3.03	Nominations for Election to the Board of Directors	7

3.04	Regular Meetings	7

3.05	Special Meetings	7

3.06	Notice; Waiver	7

3.07	Quorum	8

3.08	Manner of Acting	8

3.09	Conduct of Meetings	8

3.10	Vacancies	9

3.11	Compensation	9

3.12	Presumption of Assent	9

3.13	Committees	9

3.14	Unanimous Consent Without Meeting	10

3.15	Meetings By Telephone Or By Other Communication Technology	10





4.01	Number	10

4.02	Election and Term of Office	11

4.03	Removal	11

4.04	Vacancies	11

4.05	Chairman of the Board	11

4.06	The Chief Executive Officer	11

4.07	President	11

4.08	The Executive Vice President	12

4.09	The Vice Presidents	12

4.10	The Secretary	12

4.11	The Treasurer	12

4.12	Assistant Secretaries and Assistant Treasurers	12

4.13	Other Assistants and Acting Officers	12

4.14	Salaries	13

4.15	Bond	13



ARTICLE V.  CONTRACTS, LOANS, CHECKS, AND DEPOSITS:

SPECIAL CORPORATE ACTS

5.01	Contracts	13

5.02	Loans	13

5.03	Checks, Drafts, etc	14

5.04	Deposits	14

5.05	Voting of Securities Owned by this Corporation	14



ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.01	Certificates for Shares	14

6.02	Facsimile Signatures and Seal	14

6.03	Signature by Former Officer	14

6.04	Transfer of Shares	15

6.05	Restrictions on Transfer	15

6.06	Lost, Destroyed, or Stolen Certificates	15

6.07	Consideration for Shares	15

6.08	Uncertificated Shares	15

6.09	Transfer Agent and Registrar	16

6.10	Stock Regulations	16





ARTICLE VIII.  UNANIMOUS CONSENT WITHOUT A MEETING





9.01	Indemnification for Successful Defense	17

9.02	Other Indemnification	17

9.03	Written Request	17

9.04	Nonduplication	17

9.05	Determination of Right to Indemnification	18

9.06	Advance Expenses	19

9.07	Nonexclusivity	19

9.08	Court-Ordered Indemnification	20

9.09	Insurance	20

9.10	Securities Law Claims	20

9.11	Liberal Construction	21

9.12	Definitions Applicable to This Article	21









11.01	By Shareholders	22

11.02	By Directors	22

11.03	Implied Amendments	22



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

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



2.01	Annual Meeting.  The annual meeting of the shareholders shall be held at such
date, time and place as may be fixed by or under the authority of the Board of Directors, for the
purpose of electing Directors and for the transaction of such other business as may have been
properly brought before the meeting in compliance with the provisions of Section 2.14.  If the
postponement or advancement of the annual meeting is directed after the giving of notice of the
meeting, at least five (5) days' notice of such postponement or advancement shall be given in the
same manner as provided for giving of notice to shareholders by these bylaws.  If the day fixed
for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be
held on the next succeeding business day.  If the election of Directors shall not be held on the day
designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at
any adjournment thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as convenient.

2.02	Special Meeting.  Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by the Wisconsin Business Corporation Law, may be
called by the Chairman of the Board, the Chief Executive Officer, the President, a majority of the
Board of Directors, or by the holders of at least 10 percent of all the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting who sign, date, and deliver
to the Corporation one or more written demands for the meeting describing one or more purposes
for which it is to be held.

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

2.04	Notice of Meeting.  Notice may be communicated by mail, private carrier, or such
other means permissible under Wisconsin law.  Such notice stating the place, day, and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be communicated or sent not less than 10 days (unless a longer period is required by
the Wisconsin Business Corporation Law or the articles of incorporation) nor more than sixty
days before the date of the meeting, by or at the direction of the Chairman of the Board (if one be
designated), or the President, or the Secretary, or other Officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting.  Written notice by the Corporation to
its shareholders is effective when mailed and may be addressed to the shareholders' addresses
shown in the Corporation's current record of shareholders.

2.05	Closing of Stock Transfer Records or Fixing of Record Date.  A "shareholder" of
the Corporation shall mean the person in whose name shares are registered in the stock transfer
records of the Corporation or the beneficial owner of shares to the extent of the rights granted by
a nominee certificate on file with the Corporation.  Such nominee certificates, if any, shall be
reflected in the stock transfer records of the Corporation.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer records shall be closed for a stated period but not to exceed, in any case,
seventy days.  If the stock transfer records shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be
closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock
transfer records, the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy days and, in
case of a meeting of shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken.  If the stock transfer records
are not closed and no record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the close of business on the date on which notice of the meeting is mailed or on the
date on which the resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.  When a
determination of shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall be applied to any adjournment thereof except
where the determination has been made through the closing of the stock transfer records and the
stated period of closing has expired and except in cases in which the Board of Directors is
required to fix a new record date as provided under the Wisconsin Business Corporation Law.

2.06	Voting Record.  The Officer or agent having charge of the stock transfer records
for shares of the Corporation shall, before each meeting of shareholders, make a complete list of
the shareholders entitled to vote at such meeting, or any adjournment thereof, with the address of
and the number of shares held by each.  Such record shall be available for inspection and copying
as provided in the Wisconsin Business Corporation Law.  The original stock transfer records
shall be prima facie evidence as to who are the shareholders entitled to examine such records or
to vote at any meeting of shareholders.  Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

2.07	Quorum.  Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that matter.  Unless the
articles of incorporation or the Wisconsin Business Corporation Law provides otherwise, a
majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of
that voting group for action on that matter.

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

If a quorum exists, action on a matter by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Wisconsin Business Corporation Law requires a greater number
of affirmative votes.

"Voting group" means any of the following:

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

(b)	All shares that under the articles of incorporation or the Wisconsin Business
Corporation Law are entitled to vote generally on a matter.

Though less than a quorum of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to time.  Unless a new
record date for an adjourned meeting is or must be fixed as provided under the Wisconsin
Business Corporation Law, the Corporation is not required to give notice of a new date, time or
place if the new date, time or place is announced at the meeting before adjournment.  At such
adjourned meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally notified.

2.08	Conduct of Meetings.  The Chairman of the Board or the Board of Directors shall
set and approve the agenda for shareholder meetings.  The Chairman of the Board, or in the
Chairman's absence, the Chief Executive Officer, or in the Chief Executive Officer's absence,
the President, or in the President's absence, the most senior member of the Board of Directors, in
terms of length of time served as a Director, or such other member of the Board of Directors then
present as may be designated by the most senior member, shall call the meeting of the
shareholders to order and shall act as chairman of the meeting, and the Secretary of the
Corporation shall act as secretary of all meetings of the shareholders, but in the absence of the
Secretary, the presiding Officer may appoint any other person to act as secretary of the meeting.

2.09	Proxies.  At all meetings of shareholders, a shareholder entitled to vote may vote
in person or by proxy appointed by the shareholder or by his or her duly authorized attorney-in-fact (i) in writing or (ii) by transmitting or authorizing the transmission of an electronic
transmission of such appointment to the person who will be appointed as proxy or to a proxy
solicitation firm, proxy support service organization or like agent authorized to receive such
transmission by the person who will be appointed as proxy; provided, that any such electronic
transmission contains, or is accompanied by, information that can be used to reasonably
determine that the shareholder transmitted or authorized the transmission of the electronic
transmission.  A proxy appointment shall be effective when a signed appointment form or an
electronic transmission of the appointment is received by the inspector of election or the
Secretary of the Corporation.  Unless otherwise provided in the proxy, a proxy may be revoked at
any time before it is voted, either by written notice filed with the Secretary or the acting Secretary
of the meeting or by oral notice given by the shareholder to the presiding officer during the
meeting.  The presence of a shareholder who has filed his or her proxy shall not of itself
constitute a revocation.  No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.  The Board of Directors shall have the power
and authority to make rules establishing presumptions as to the validity and sufficiency of
proxies.

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

2.11	Voting of Shares by Certain Holders.

(a)	Other Corporations.  Shares standing in the name of another corporation
may be voted either in person or by proxy by the president of such corporation or any other
officer of such corporation appointed by such president.  A proxy appointed by any principal
officer of such other corporation or assistant thereto shall be conclusive evidence of the officer's
authority to act, in the absence of express notice to this Corporation, given in writing to the
Secretary of this Corporation, or the designation of some other person by the Board of Directors
or by the bylaws of such other corporation.

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

(c)	Pledgees.  A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.

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

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

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

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

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

2.13	Unanimous Consent Without Meeting.  Any action required or permitted by the
articles of incorporation or bylaws or any provision of law to be taken at a meeting of the
shareholders may be

taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed
by all of the shareholders entitled to vote with respect to the subject matter thereof.

2.14	Notice of Shareholder Business and Nominations.

(a)	Annual Meeting of Shareholders.  Nominations of persons for election to the
Board of Directors and the proposal of business to be considered by the shareholders may be
made at an annual meeting of shareholders (1) pursuant to the Corporation's notice of meeting
delivered pursuant to Section 2.04 of these bylaws; (2) by or at the direction of the Board of
Directors; or (3) by any shareholder of the Corporation who is entitled to vote at the meeting.

(b)	Special Meeting of Shareholders.  Subject to the rights of the holders of any
preferred stock, only such business shall be conducted at a special meeting of shareholders called
in accordance with Section 2.02 of these bylaws as shall have been brought before the meeting
pursuant to the notice of meeting of the Corporation or persons calling the meeting pursuant to
Section 2.04 of these bylaws.    Subject to the rights of the holders of any preferred stock,
nominations of persons for election to the Board of Directors may be made at a special meeting
called in accordance with Section 2.02 of these bylaws at which directors are to be elected, and
the proposal of business to be considered by the shareholders may be made at any special
meeting called in accordance with Section 2.02 of these bylaws (1) pursuant to the notice of
meeting of the Corporation or persons calling the meeting, (2) by or at the direction of the Board
of Directors or (3) by any shareholder of the Corporation who is entitled to vote at the meeting.

(c)	General.  Subject to the rights of the holders of any preferred stock, only
persons who are nominated in accordance with the procedures set forth in this bylaw shall be
eligible to serve as directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with the procedures set
forth in this bylaw.   Except as otherwise provided by law, the Articles of Incorporation or these
bylaws, the Chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or proposed in
accordance with the procedures set forth in this bylaw and, if any proposed nomination or
business is not in compliance with this bylaw, to declare that such defective proposal or
nomination shall be disregarded.

ARTICLE III.  BOARD OF DIRECTORS

3.01	General Powers and Number.  The business and affairs of the Corporation shall be
managed by its Board of Directors.  The number of Directors of the Corporation shall be not less
than three (3) nor more than thirteen (13), the exact number to be determined from time to time
by resolution adopted by the affirmative vote of a majority of the entire Board of Directors then
in office.

The Board of Directors shall be divided into three (3) classes, to be as nearly equal in
number of Directors in each class as possible.  The three classes are to be designated Class I,
Class II, and Class III.  The term of office of the Directors in Class I shall expire at the first
annual meeting after their initial election and until their successors are elected and qualified; the
term of office of the Directors in Class II shall expire at the second annual meeting after their
initial election and until their successors are elected and qualified; and the term of office of the
Directors in Class III shall expire at the third annual meeting after the initial election and until
their successors are elected and qualified.  At each annual meeting after the initial classification
of the Board of Directors, the class of Directors whose term expires at the time of such election
shall be elected to hold office until the third succeeding annual meeting and until their successors
are elected and qualified.

3.02	Tenure and Qualifications.

(a) 	Tenure.  Each Director shall hold office until the end of his or her term and
until his or her successor shall have been duly elected and qualified, or until his or her prior
death, resignation, or removal for cause only.  A Director may be removed from office for cause
only by the affirmative vote of 80 percent of the outstanding shares entitled to vote for the
election of such Director, taken at an annual meeting or a special meeting of shareholders called
for that purpose, and any vacancy so created may be filled by the affirmative vote of 80 percent
of such shares.  A Director may resign at any time by filing his or her written resignation with the
Secretary of the Corporation.

(b)	 Qualifications.  Each Director who is a full-time employee of the
Corporation or a subsidiary of the Corporation shall cease to hold office as a Director upon a
termination of employment with the Corporation and its subsidiaries for any reason other than
retirement with the consent of the Board of Directors by a resolution adopted by directors
constituting not less than 70 percent of the number of directors of the Corporation fixed by the
Board of Directors in accordance with Section 3.01.  This Section 3.02(b) may be amended or
repealed by the shareholders in accordance with Section 11.01 or by the Board of Directors by a
resolution adopted by Directors constituting not less than 70 percent of the number of Directors
of the Corporation fixed by the Board of Directors in accordance with Section 3.01.

3.03	Nominations for Election to the Board of Directors.  Nominations for election to
the Board of Directors may be made in accordance with Section 2.14.

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

3.05	Special Meetings.  Special meetings of the Board of Directors may be called by or
at the written request of the Chairman of the Board, Chief Executive Officer, President, or any
two Directors.  The Chairman may fix any place, either within or without the State of Wisconsin,
as the place for holding any special meeting of the Board of Directors, and if no other place is
fixed, the place of meeting shall be the principal business office of the Corporation in the State of
Wisconsin.

3.06	Notice; Waiver.  Notice may be communicated in person, by telephone, telegraph,
teletype, facsimile, or other form of wire or wireless communication, or by mail or private
carrier, and, if these forms of personal notice are impracticable, notice may be communicated by
a newspaper of general circulation in the area where published, or by radio, television, or other
form of public broadcast communication.  Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.04) shall be communicated to each
Director at his or her business address or telephone number or at such other address or telephone
number as such Director shall have designated in writing filed with the Secretary, in each case
not less than four hours prior thereto.  Written notice is effective at the earliest of the following:

(i)	When received;

(ii)	Five days after its deposit in the U.S. Mail, if mailed postpaid and correctly
addressed;

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

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

Whenever any notice whatever is required to be given to any Director of the Corporation
under the articles of incorporation or bylaws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the Director entitled to such
notice, shall be deemed equivalent to the giving of such notice, and the Corporation shall retain
copies of such waivers in its corporate records.  The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a meeting and
objects thereat to the transaction of any business because the meeting was not lawfully called or
convened.  Neither the business to be transacted at nor the purpose of any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of notice of such
meeting.

3.07	Quorum.  Except as otherwise provided by the Wisconsin Business Corporation
Law or by the articles of incorporation or these bylaws, a majority of the number of Directors
fixed in accordance with Section 3.01 shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but a majority of the Directors present (though less than
such quorum) may adjourn the meeting from time to time without further notice.

3.08	Manner of Acting.  The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless the act of a greater
number is required by law or by the articles of incorporation or these bylaws.

3.09	Conduct of Meetings.  The Chairman of the Board, or in the Chairman's absence,
the Chief Executive Officer, or in the Chief Executive Officer's absence, the President, or in their
absence, the most senior member of the Board of Directors then present in terms of length of
time served as a Director, or such other member of the Board of Directors then present as may be
designated by the most senior member, shall call meetings of the Board of Directors to order and
shall act as chairman of the meeting.  The Secretary of the Corporation shall act as Secretary of
all meetings of the Board of Directors, but in the absence of the Secretary, the presiding Officer
may appoint any Assistant Secretary or any Director or other person present to act as Secretary of
the meeting.

3.10	Vacancies.  Any vacancy occurring in the Board of Directors, including a vacancy
created by an increase in the number of Directors, may be filled for the unexpired term of the
directorship by the affirmative vote of a majority of the Directors then in office, though less than
a quorum of the Board of Directors, or a sole remaining director, if only one shall remain;
provided that, in case of a vacancy created by the removal of a Director for cause by vote of the
shareholders, the shareholders shall have the right to fill such vacancy at the same meeting or any
adjournment thereof by the affirmative vote of 80 percent of the outstanding shares entitled to
vote for the election of such Directors.

In the event there shall be no remaining Directors, then and in that case all the powers and
duties vested in the Board of Directors shall vest automatically in the Emergency Management
Committee, which shall consist of all officers holding the following positions: Chairman of the
Board, President, Chief Executive Officer, Vice President(s) (including any Executive Vice
Presidents and Senior Vice Presidents but excluding any Assistant Vice Presidents), Treasurer,
and Secretary.  The Emergency Management Committee shall issue a call for a special meeting
of shareholders to be held at the earliest practicable date for the election of directors.  All
Emergency Management Committee action shall be reported to the elected Board of Directors at
their first meeting following election, and shall be subject to ratification, revision, or alteration by
the Board of Directors; provided, however, no rights or acts of third parties shall be affected by
any of such revisions or alterations.

3.11	Compensation.  The Board of Directors, by affirmative vote of a majority of the
Directors then in office, and irrespective of any personal interest of any of its members, may
establish reasonable compensation of all Directors for services to the Corporation as Directors,
Officers, or otherwise, or may delegate such authority to an appropriate committee.  The Board of
Directors also shall have authority to provide for or to delegate authority to an appropriate
committee to provide for reasonable pensions, disability, or death benefits, and other benefits of
payments, to Directors, Officers, and employees and to their estates, families, dependents, or
beneficiaries on account of prior services rendered by such Directors, Officers, and employees to
the Corporation.

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

3.13	Committees.  The Board of Directors, by resolution adopted by the affirmative
vote of a majority of the number of Directors as provided in Section 3.08, may designate one or
more committees, each committee to consist of two or more Directors elected by the Board of
Directors, which to the extent provided in said resolution as initially adopted, and as thereafter
supplemented or amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board of Directors in
the management of the business and affairs of the Corporation, except action in respect to
dividends to shareholders, election of the principal officers, or the filling of vacancies in the
Board of Directors or committees created pursuant to this section.  The Board of Directors may
elect one or more of its members as alternate members of any such committee who may take the
place of any absent member or members at any meeting of such committee, upon request by the
Chairman of the Board or the President, or upon request by the chairman of such meeting.  Each
such committee shall fix its own rules governing the conduct of its activities and shall make such
reports to the Board of Directors of its activities as the Board of Directors may request.

3.14	Unanimous Consent Without Meeting.  Any action required or permitted by the
articles of incorporation or bylaws or any provision of law to be taken by the Board of Directors
at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the Directors then in office.

3.15	Meetings By Telephone Or By Other Communication Technology.  Meetings of
the Board of Directors or committees may be conducted by telephone or by other communication
technology in accordance with Section 180.0820 of the Wisconsin Business Corporation Law.
Before any vote at a meeting so conducted (i) to consider a plan of merger or consolidation,
(ii) to sell, lease, exchange, or otherwise dispose of substantial property or assets of the
corporation, (iii) to voluntarily dissolve or to revoke voluntary dissolution proceedings, or (iv) to
file for bankruptcy, each of the Directors shall first verify their identity by stating their name and
social security number at the time their vote is cast in the same manner as they cast their vote.
The types of transactions constituting a disposal of substantial property or assets of the
corporation for purposes of this Section shall be those types of transactions described in
Section 180.1201 and Section 180.1202 of the Wisconsin Business Corporation Law.



4.01	Number.  The Board of Directors may elect or appoint such Officers of the
Corporation as it deems necessary, which Officers may include a Chairman of the Board, a Chief
Executive Officer, a President, the number of Vice Presidents as provided by the Board of
Directors, a Treasurer, an Assistant Treasurer, a Secretary, and an Assistant Secretary.  Such
other Officers and Assistant Officers as may also be deemed necessary may be elected or
appointed by the Board of Directors and shall have such powers and perform such duties as may
be assigned by the Board of Directors or the Chairman of the Board.  The Officers of the
Corporation shall be elected annually by the Board of Directors.  The Board of Directors or the
Chairman of the Board may assign to any Officer general supervision and charge over any branch
of the business and affairs of the Corporation.  Any two or more offices may be held by the same
person, provided that such person holding any two or more offices may sign documents in either
but not both capacities as an officer of the Corporation.  The title of the Officers may be modified
from time to time by the Board of Directors to designate more clearly the function or status of
such officer, by including terms such as "Acting," "Junior," "Senior," "Executive," "Group,"
"Division," "Special," or "Assistant."

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

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

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

4.05	Chairman of the Board.  The Chairman of the Board shall have general charge of
the affairs of the Corporation.  He shall consult with and advise the Board of Directors and the
Officers and management staff of the Corporation for the purpose of determining corporate
policies and assignment of duties.  The Chairman of the Board shall preside at all meetings of the
shareholders and Board of Directors and shall carry out such other duties and have such
responsibilities as may be specified by the Board of Directors.

4.06	The Chief Executive Officer.  The Chief Executive Officer shall have general
supervision of the affairs of the Corporation and sign and acknowledge all deeds and instruments
for the transfer, conveyance, or assignment of corporate property, and all other instruments,
contracts, and papers necessary or convenient in the transaction of the corporate business.
Except as otherwise provided by law, the Board of Directors, or the Chairman of the Board, he or
she may authorize any Vice President or other Officer or agent of the Corporation to sign,
execute, and acknowledge such documents or instruments in his or her place and stead.  In the
absence of or disability of the Chief Executive Officer, the Chairman of the Board or his
designee shall perform all the duties and functions and exercise all the powers of the Chief
Executive Officer.  He or she shall perform such other duties as from time to time may be
assigned to him or her by the Board of Directors or the Chairman of the Board.

4.07	President.  The President shall be the Chief Operating Officer of the Corporation
and, subject to the control of the Board of Directors and the Chairman of the Board, shall have
general supervision of the divisions of the Corporation as assigned by the Chairman of the Board
or the Board of Directors.  He or she shall have authority, subject to such rules as may be
prescribed by the Board of Directors or the Chairman of 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 President.  In general, he or she shall perform all duties incident to
the office of Chief Operating Officer and such other duties as may be prescribed by the Board of
Directors or the Chairman of the Board from time to time.  In the absence or disability of the
President, the Chairman of the Board or his designee shall perform all the duties and functions
and exercise all the powers of the President.

4.08	The Executive Vice President.  The Executive Vice President shall supervise such
Vice Presidents and other managerial personnel and perform such other duties as may be
designated by the Chairman of the Board, Chief Executive Officer, or President.

4.09	The Vice Presidents.  Any Vice President 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, the Chief Executive Officer, the Chairman of the Board, or the Board of Directors.
The execution of any instrument of the Corporation by any Vice President shall be conclusive
evidence, as to third parties, of his or her authority to act in the stead of the Chairman of the
Board, Chief Executive Officer, or President.

4.10	The Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the
shareholders and of the Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records and the seal of the Corporation; and
(d) 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, the Chief Executive Officer, the Chairman of the Board, or the Board of Directors.

4.11	The Treasurer.  The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies, or other depositories as
shall be selected in accordance with the provisions of Section 5.04; and (c) in general, perform
all of the duties incident to the office of Treasurer and have such other duties and exercise such
other authority as from time to time may be delegated or assigned to him or her by the President,
the Chief Executive Officer, the Chairman, or the Board of Directors.

4.12	Assistant Secretaries and Assistant Treasurers.  There shall be such number of
Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time
authorize.  The Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties and have such authority as shall from time to time be delegated or assigned to them by the
Secretary or the Treasurer, respectively, or by the President, the Chairman of the Board, or the
Board of Directors.

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

4.14	Salaries.  The salaries of the principal Officers shall be fixed from time to time by
the Board of Directors or by a duly authorized committee thereof, and no Officer shall be
prevented from receiving such salary by reason of the fact that he or she is also a Director of the
Corporation.

4.15	Bond.  If required by the Board of Directors, any Officer or employee shall give
the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the
Board of Directors for the faithful performance of the duties of his or her office and for the
restoration to the Corporation, in case of his or her death, resignation, retirement, or removal
from office, of all books, papers, vouchers, money, and other property of whatever kind in his or
her possession or under his or her control and belonging to the Corporation.



SPECIAL CORPORATE ACTS

5.01	Contracts.  Unless otherwise provided in these bylaws, the Chairman, Chief
Executive Officer, President, and any other person or persons duly authorized by the Chairman,
Chief Executive Officer, or President may enter into any contract or execute or deliver any
instrument in the name of and on behalf of the Corporation.  No contract or other transaction
between the Corporation and one or more of its Directors or any other corporation, firm,
association, or entity in which one or more of its Directors or Officers are financially interested,
shall be either void or voidable because of such relationship or interest or because such Director
or Directors are present at the meeting of the Board of Directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction or because his, or her, or their votes
are counted for such purpose, if (a) the material facts of the transaction and the fact of such
relationship or interest is disclosed or known to the Board of Directors or committee which
authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested Directors; or (b) the material
facts of the transaction and the fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by
vote or written consent without counting the votes or consents of such interested Directors; or
(c) the contract or transaction is fair and reasonable to the Corporation.  Common or interested
Directors may be counted in determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes, approves, or ratifies such contract or
transactions.

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

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

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

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



6.01	Certificates for Shares.  Certificates representing shares of the Corporation shall
be in such form consistent with law.  Such Certificates shall be signed by the Chairman of the
Board, the President, or a Vice President, and by the Secretary or Assistant Secretary and shall
bear the seal of the Corporation or a facsimile thereof.  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 records of the Corporation.  All certificates surrendered to the
Corporation for transfer shall be cancelled, and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and cancelled, except as
provided in Section 6.06.

6.02	Facsimile Signatures and Seal.  The seal of the Corporation on any certificates for
shares may be a facsimile.  The signature of any authorized Officer upon a certificate may be a
facsimile if the certificate is manually signed on behalf of a transfer agent or a registrar, other
than the Corporation itself or an employee of the Corporation.

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

6.04	Transfer of Shares.  A "shareholder" of the Corporation shall mean the person in
whose name shares are registered in the stock transfer records of the Corporation or the
beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with
the Corporation.  Such nominee certificates, if any, shall be reflected in the stock transfer records
of the Corporation.  Prior to due presentment of a certificate for shares for registration of transfer,
the Corporation may treat the registered owner of such shares as the person exclusively entitled
to vote, to receive notifications, and otherwise to have and exercise all the rights and powers of
an owner.  Where a certificate for shares is presented to the Corporation with a request to register
for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as
a result of such registration of transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the Corporation had no duty to inquire into adverse claims or has
discharged any such duty.  The Corporation may require reasonable assurance that said
endorsements are genuine and effective and in compliance with such other regulations as may be
prescribed by or under the authority of the Board of Directors.

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

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

6.07	Consideration for Shares.  The shares of the Corporation may be issued for such
consideration as shall be fixed from time to time by the Board of Directors, provided that any
shares having a par value shall not be issued for a consideration less than the par value thereof.
The consideration to be received for shares may consist of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services performed, contracts for
services to be performed, or other securities of the Corporation.  When the Corporation receives
the consideration for which the Board of Directors authorized the issuance of shares, the shares
issued for that consideration are fully paid and nonassessable.  The Corporation may place in
escrow shares issued for a contract for future services or benefits or a promissory note, or make
other arrangements to restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price until the services are performed, the benefits are received,
or the note is paid.  If the services are not performed, the benefits are not received, or the note is
not paid, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and
the distributions credited.

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

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

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

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



Whenever any notice whatever is required to be given under the provisions of the
Wisconsin Business Corporation Law or under the provisions of the articles of incorporation or
bylaws, a waiver thereof in writing signed at any time, whether before or after the time of the
meeting, by the person or persons entitled to such notice shall be deemed equivalent to the giving
of such notice.  Such waiver by a shareholder in respect of any matter of which notice is required
under any provision of the Wisconsin Business Corporation Law shall contain the same
information as would have been required to be included in such notice under any applicable
provisions of said Law, except that the time and place of meeting need not be stated.



Any action required by the articles of incorporation or bylaws or any provision of the
Wisconsin Business Corporation Law to be taken at a meeting or any other action which may be
taken at a meeting may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders, Directors, or members of a committee thereof
entitled to vote with respect to the subject matter thereof, and such consent shall have the same
force and effect as a unanimous vote.



9.01	Indemnification for Successful Defense.  Within 20 days after receipt of a written
request pursuant to Section 9.03, the Corporation shall indemnify a Director or Officer, to the
extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for
all reasonable expenses incurred in the proceeding if the Director or Officer was a party because
he or she is a Director or Officer of the Corporation.

9.02	Other Indemnification.

(a)	In cases not included under Section 9.01, the Corporation shall indemnify a
Director or Officer against all liabilities and reasonable expenses incurred by the Director or
Officer in a proceeding to which the Director or Officer was a party because he or she is a
Director or Officer of the Corporation, unless liability was incurred because the Director or
Officer breached or failed to perform a duty he or she owes to the Corporation and the breach or
failure to perform constitutes any of the following:

(1)	A willful failure to deal fairly with the Corporation or its shareholders
in connection with a matter in which the Director or Officer has a material conflict of
interest.

(2)	A violation of criminal law, unless the Director or Officer had
reasonable cause to believe his or her conduct was lawful or no reasonable cause to
believe his or her conduct was unlawful.

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

(4)	Willful misconduct.

(b)	Determination of whether indemnification is required under this Section
shall be made pursuant to Section 9.05.

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

9.03	Written Request.  A Director or Officer who seeks indemnification under
Sections 9.01 or 9.02 shall make a written request to the Corporation.

9.04	Nonduplication.  The Corporation shall not indemnify a Director or Officer under
Sections 9.01 or 9.02 if the Director or Officer has previously received indemnification or
allowance of expenses from any person, including the Corporation, in connection with the same
proceeding.   However, the Director or Officer has no affirmative duty to look to any other
person for indemnification nor to first exhaust his remedies to seek indemnification from such
other person.

9.05	Determination of Right to Indemnification.

(a)	Unless otherwise provided by the articles of incorporation or by written
agreement between the Director or Officer and the Corporation, the Director or Officer seeking
indemnification under Section 9.02 shall select one of the following means for determining his or
her right to indemnification:

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

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

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

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

(5)	By a court under Section 9.08.

(6)	By any other method provided for in any additional right to
indemnification permitted under Section 9.07.

(b)	In any determination under (a), the burden of proof is on the Corporation to
prove by clear and convincing evidence that indemnification under Section 9.02 should not be
allowed.

(c)	A written determination as to a Director's or Officer's indemnification under
Section 9.02 shall be submitted to both the Corporation and the Director or Officer within
60 days of the selection made under (a).

(d)	If it is determined that indemnification is required under Section 9.02, the
Corporation shall pay all liabilities and expenses not prohibited by Section 9.04 within 10 days
after receipt of the written determination under (c).  The Corporation shall also pay all expenses
incurred by the Director or Officer in the determination process under (a).

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

(1)	A written affirmation of his or her good faith belief that he or she has
not breached or failed to perform his or her duties to the Corporation.

(2)	A written undertaking, executed personally or on his or her behalf, to
repay the allowance (together with reasonable interest thereon) to the extent that it is
ultimately determined under Section 9.05 that indemnification under Section 9.02 is not
required and that indemnification is not ordered by a court under Section 9.08(b)(2).  The
undertaking under this subsection shall be an unlimited general obligation of the Director
or Officer and may be accepted without reference to his or her ability to repay the
allowance.  The undertaking may be secured or unsecured.

9.07	Nonexclusivity.

(a)	Except as provided in (b), Sections 9.01, 9.02, and 9.06 do not preclude any
additional right to indemnification or allowance of expenses that a Director or Officer may have
under any of the following:

(1)	The articles of incorporation.

(2)	A written agreement between the Director or Officer and the
Corporation.

(3)	A resolution of the Board of Directors.

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

(5)	The statutes or common law of the State of Wisconsin.

(b)	Regardless of the existence of an additional right under (a), the Corporation
shall not indemnify a Director or Officer or permit a Director or Officer to retain any allowance
of expenses, unless it is determined by or on behalf of the Corporation that the Director or
Officer did not breach or fail to perform a duty he or she owes to the Corporation which
constitutes conduct under Section 9.02(a)(1), (2), (3) or (4).  A Director or Officer who is a party
to the same or related proceeding for which indemnification or an allowance of expenses is
sought may not participate in a determination under this subsection.

(c)	Sections 9.01 to 9.12 do not affect the Corporation's power to pay or
reimburse expenses incurred by a Director or Officer in any of the following circumstances:

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

(2)	As a plaintiff or petitioner in a proceeding because he or she is or was
a Director or Officer of the Corporation.

9.08	Court-Ordered Indemnification.

(a)	Except as provided otherwise by written agreement between the Director or
Officer and the Corporation, a Director or Officer who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of competent
jurisdiction. Application may be made for an initial determination by the court under
Section 9.05(a)(5) or for review by the court of an adverse determination under
Section 9.05(a)(1), (2), (3), (4) or (6).  After receipt of an application, the court shall give any
notice it considers necessary.

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

(1)	That the Director or Officer is entitled to indemnification under
Sections 9.01 or 9.02.

(2)	That the Director or Officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, regardless of whether
indemnification is required under Section 9.02.

(c)	If the court determines under (b) that the Director or Officer is entitled to
indemnification, the Corporation shall pay the Director's or Officer's reasonable expenses
incurred to obtain the court-ordered indemnification.

9.09	Insurance.  The Corporation may purchase and maintain insurance on behalf of an
individual who is a Director or Officer of the Corporation against liability asserted against or
incurred by the individual in his or her capacity as a Director or Officer, regardless of whether the
Corporation is required or authorized to indemnify or allow expenses to the individual against the
same liability under Sections 9.01, 9.02, or 9.06.

9.10	Securities Law Claims.

(a)	Pursuant to the public policy of the State of Wisconsin, the Corporation
shall provide indemnification, allowance of expenses, and insurance for any liability incurred in
connection with a proceeding involving securities regulation described under (b) to the extent
required or permitted under Sections 9.01 to 9.09.

(b)	Sections 9.01 to 9.09 apply, to the extent applicable to any other proceeding,
to any proceeding involving a federal or state statute, rule, or regulation regulating the offer, sale,
or purchase of securities, securities brokers or dealers, or investment companies or investment
advisers.

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

9.12	Definitions Applicable to This Article.

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

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

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

(1)	A natural person who is or was a Director or Officer of this
Corporation;

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

(3)	A natural person who, while a Director or Officer of this Corporation,
is or was serving an 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 or beneficiaries of the plan.

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

For purposes of this Article, it shall be conclusively presumed that any Director or Officer
serving as a director, officer, employee, agent, partner, trustee, member of any governing or
decision-making committee of an Affiliate shall be so serving at the request of the Corporation.

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

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

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

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



The seal of the Corporation shall be circular in form, with the name of the Corporation
engraved around the margin and the figures "1896," the year of its incorporation, engraved in the
center, and may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.  Failure to use the corporate seal shall not invalidate any otherwise
validly executed document.



11.01	By Shareholders.  These bylaws may be altered, amended, or repealed and new
bylaws may be adopted by the shareholders if the votes cast favoring the alteration, amendment,
or repeal exceed the votes cast opposing the alteration, amendment, or repeal.  Notwithstanding
the preceding sentence or any provision of law that might otherwise permit a lesser vote, the
affirmative vote of holders of at least that percentage of the outstanding shares required to take
action pursuant to a provision of these bylaws shall be required to alter, amend or repeal that
provision."

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

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