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<center><b>EXHIBIT NO. 3. (ii)</b>
<p><b>BYLAWS</b>
<br>OF
<br><b>MADISON GAS AND ELECTRIC COMPANY</b>
<br>(a Wisconsin Corporation)
<p>(Including all amendments through May 4, 1999)
<p><u>TABLE OF CONTENTS</u>
<p>ARTICLE I. OFFICES</center>

<p>1.01 Principal and Business Offices 1
<br>1.02 Registered Office 1
<center>
<p>ARTICLE II. SHAREHOLDERS</center>

<p>2.01 Annual Meeting 1
<br>2.02 Special Meeting 1
<br>2.03 Place of Meeting 1
<br>2.04 Notice of Meeting 1
<br>2.05 Closing of Stock Transfer Records or Fixing of Record Date 2
<br>2.06 Voting Record 2
<br>2.07 Quorum 3
<br>2.08 Conduct of Meetings 3
<br>2.09 Proxies 3
<br>2.10 Voting of Shares 4
<br>2.11 Voting of Shares by Certain Holders 4
<br>(a) Other Corporations 4
<br>(b) Legal Representatives and Fiduciaries 4
<br>(c) Pledgees 4
<br>(d) Treasury Stock and Subsidiaries 4
<br>(e) Minors 5
<br>(f) Incompetents and Spendthrifts 5
<br>(g) Joint Tenants 5
<br>2.12 Waiver of Notice by Shareholders 5
<br>2.13 Unanimous Consent Without Meeting 5
<br>2.14 Notice of Shareholder Business and Nominations 5
<br>(a) Annual Meeting of Shareholders 5
<br>(b) Special Meeting of Shareholders 6
<br>(c) Increase in Number of Directors 7
<br>(d) General 7
<center>
<p>ARTICLE III. BOARD OF DIRECTORS</center>

<p>3.01 General Powers and Number 8
<br>3.02 Tenure and Qualifications 8
<br>(a) Tenure 8
<br>(b) Qualifications 9
<br>3.03 Nominations for Election to the Board of Directors 9
<br>3.04 Regular Meetings 9
<br>3.05 Special Meetings 9
<br>3.06 Notice; Waiver 9
<br>3.07 Quorum 10
<br>3.08 Manner of Acting 10
<br>3.09 Conduct of Meetings 10
<br>3.10 Vacancies 10
<br>3.11 Compensation 11
<br>3.12 Presumption of Assent 11
<br>3.13 Committees 11
<br>3.14 Unanimous Consent Without Meeting 12
<br>3.15 Meetings By Telephone Or By Other Communication Technology 12
<center>
<p>ARTICLE IV. OFFICERS</center>

<p>4.01 Number 12
<br>4.02 Election and Term of Office 12
<br>4.03 Removal 13
<br>4.04 Vacancies 13
<br>4.05 Chairman of the Board 13
<br>4.06 The Chief Executive Officer 13
<br>4.07 President 13
<br>4.08 The Executive Vice President 14
<br>4.09 The Vice Presidents 14
<br>4.10 The Secretary 14
<br>4.11 The Treasurer 14
<br>4.12 Assistant Secretaries and Assistant Treasurers 14
<br>4.13 Other Assistants and Acting Officers 14
<br>4.14 Salaries 15
<br>4.15 Bond 15
<center>
<p>ARTICLE V. CONTRACTS, LOANS, CHECKS,
<br>AND DEPOSITS: SPECIAL CORPORATE ACTS</center>

<p>5.01 Contracts 15
<br>5.02 Loans 15
<br>5.03 Checks, Drafts, etc. 15
<br>5.04 Deposits 16
<br>5.05 Voting of Securities Owned by this Corporation 16
<center>
<p>ARTICLE VI. CERTIFICATES FOR
<br>SHARES AND THEIR TRANSFER</center>

<p>6.01 Certificates for Shares 16
<br>6.02 Facsimile Signatures and Seal 16
<br>6.03 Signature by Former Officer 16
<br>6.04 Transfer of Shares 17
<br>6.05 Restrictions on Transfer 17
<br>6.06 Lost, Destroyed, or Stolen Certificates 17
<br>6.07 Consideration for Shares 17
<br>6.08 Uncertificated Shares 17
<br>6.09 Transfer Agent and Registrar 18
<br>6.10 Stock Regulations 18
<center>
<p>ARTICLE VII. WAIVER OF NOTICE
<br>ARTICLE VIII. UNANIMOUS CONSENT
<br>WITHOUT A MEETING
<br>ARTICLE IX. INDEMNIFICATION</center>

<p>9.01 Indemnification for Successful Defense 19
<br>9.02 Other Indemnification 19
<br>9.03 Written Request 19
<br>9.04 Nonduplication 19
<br>9.05 Determination of Right to Indemnification 20
<br>9.06 Advance Expenses 21
<br>9.07 Nonexclusivity 21
<br>9.08 Court-Ordered Indemnification 22
<br>9.09 Insurance 22
<br>9.10 Securities Law Claims 22
<br>9.11 Liberal Construction 23
<br>9.12 Definitions Applicable to This Article 23
<center>
<p>ARTICLE X. SEAL
<br>ARTICLE XI. AMENDMENTS</center>

<p>11.01. By Shareholders 24
<br>11.02. By Directors 24
<br>11.03. Implied Amendments 24
<center>
<p>ARTICLE I. OFFICES</center>

<p>1.01 <u>Principal and Business Offices</u>. 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.
<p>1.02 <u>Registered Office</u>. 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.
<center>
<p>ARTICLE II. SHAREHOLDERS</center>

<p>2.01 <u>Annual Meeting</u>. The annual meeting of the shareholders shall
be held at 2:00 p.m. on the third Friday in April of each year or at such
other time and date within forty-five (45) days before or after said date
as may be fixed by or under the authority of the Board of Directors, for
the purpose of electing Directors and for the transaction of such other
business as may come before the meeting. If such postponement or advancement
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.
<p>2.02 <u>Special Meeting</u>. 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.
<p>2.03 <u>Place of Meeting</u>. 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.
<p>2.04 <u>Notice of Meeting</u>. 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.
<p>2.05 <u>Closing of Stock Transfer Records or Fixing of Record Date</u>.
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.
<p>2.06 <u>Voting Record</u>. 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 produced and
kept open at the time and place of the meeting and shall be subject to
the inspection of any shareholder during the whole time of the meeting
for the purposes of the meeting. The original stock transfer 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.
<p>2.07 <u>Quorum</u>. 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.
<p>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.
<p>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.
<p>"Voting group" means any of the following:
<p>(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.
<p>(b) All shares that under the articles of incorporation or the Wisconsin
Business Corporation Law are entitled to vote generally on a matter.
<p>Though less than a quorum of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.
<p>2.08 <u>Conduct of Meetings</u>. 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.
<p>2.09 <u>Proxies</u>. At all meetings of shareholders, 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. Such
proxy shall be filed with the Secretary of the Corporation before or at
the time of the meeting. Unless otherwise provided in the proxy, a proxy
may be revoked at any time before it is voted, either by written notice
filed with the Secretary or the acting Secretary of the meeting or by oral
notice given by the shareholder to the presiding officer during the meeting.
The presence of a shareholder who has filed his 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.
<p>2.10 <u>Voting of Shares</u>. 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.
<p>2.11 <u>Voting of Shares by Certain Holders</u>.
<p>(a) <u>Other Corporations</u>. 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 executed by any principal officer of such other
corporation or assistant thereto shall be conclusive evidence of the signer's
authority to act, in the absence of express notice to 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.
<p>(b) <u>Legal Representatives and Fiduciaries</u>. 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 executed by a fiduciary shall
be conclusive evidence of the signer's authority to act, in the absence
of express notice to this Corporation, given in writing to the Secretary
of this Corporation, that such manner of voting is expressly prohibited
or otherwise directed by the document creating the fiduciary relationship.
<p>(c) <u>Pledgees</u>. 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.
<p>(d) <u>Treasury Stock and Subsidiaries</u>. 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.
<p>(e) <u>Minors</u>. 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.
<p>(f) <u>Incompetents and Spendthrifts</u>. 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.
<p>(g) <u>Joint Tenants</u>. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted
in person or by proxy signed by any one or more of such individuals if
either (i) no other such individual or his or her legal representative
is present and claims the right to participate in the voting of such shares
or prior to the vote files with the Secretary of the Corporation a contrary
written voting authorization or direction or written denial or authority
of the individual present or signing 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.
<p>2.12 <u>Waiver of Notice by Shareholders</u>. 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.
<p>2.13 <u>Unanimous Consent Without Meeting</u>. 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.
<p>2.14 <u>Notice of Shareholder Business and Nominations</u>.
<p>(a) <u>Annual Meeting of Shareholders</u>. (1) 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
(i) pursuant to the Corporation's notice of meeting delivered pursuant
to Section 2.04 of these bylaws; (ii) by or at the direction of the Board
of Directors; or (iii) by any shareholder of the Corporation who is entitled
to vote at the meeting, who complied with the notice procedures set forth
in clause (2) of this subparagraph (a) of this bylaw (or, if applicable,
subparagraph (c) of this bylaw) and who is a shareholder of record at the
time such notice is delivered to the Secretary of the Corporation.
<p>(2) For nominations or other business to be properly brought before
an annual meeting by a shareholder pursuant to clause (iii) of subparagraph
(a)(1) of this bylaw, the shareholder must have given timely notice thereof
in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for shareholder action. To be timely,
a shareholder's notice shall be delivered to the Secretary at the principal
office of the Corporation not earlier than the close of business on the
100th calendar day nor later than the close of business on the 75th calendar
day prior to the date of the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of an
annual meeting is more than 30 calendar days before or more than 30 calendar
days after the date of the first anniversary of the preceding year's annual
meeting, notice by the shareholder to be timely must be so delivered not
earlier than the close of business on the 100th calendar day prior to such
annual meeting and not later than the close of business on the later of
(i) the 75th calendar day prior to such annual meeting and (ii) the 10th
calendar day after the day on which public announcement of the date of
such annual meeting is first made by the Corporation. Such shareholder's
notice shall set forth (i) as to each person whom the shareholder proposes
to nominate for election or reelection as a director all information relating
to such person that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the regulations promulgated thereunder, including
such person's written consent to being named in the proxy statement as
a nominee and to serving as a director if elected; (ii) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such shareholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (iii) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination
or proposal is made (A) the name and address of such shareholder, as they
appear on the Corporation's stock transfer books, and of such beneficial
owner, and (B) the class and number of shares of the Corporation which
are owned beneficially and of record by such shareholder and such beneficial
owner.
<p>(b) <u>Special Meeting of Shareholders</u>. (1) 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 (i) pursuant to the notice of meeting of the Corporation or persons
calling the meeting, (ii) by or at the direction of the Board of Directors
or (iii) by any shareholder of the Corporation who is entitled to vote
at the meeting, who complied with the notice procedures set forth in clause
(2) of this subparagraph (b) of this bylaw (or, if applicable, subparagraph
(c) of this bylaw) and who is a shareholder of record at the time such
notice is delivered to the Secretary of the Corporation.
<p>(2) For nominations or other business to be properly brought before
a special meeting by a shareholder pursuant to clause (iii) of subparagraph
(b) (1) of this bylaw, the shareholder must have given timely notice thereof
in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for shareholder action. To be timely,
a shareholder's notice shall be delivered to the Secretary at the principal
office of the Corporation not earlier than the close of business on the
100th calendar day prior to such special meeting and not later than the
close of business on the later of (i) the 75th calendar day prior to such
special meeting and (ii) the 10th calendar day after the day on which public
announcement is first made of the date of such special meeting and of the
nominees, if any, to be elected at such special meeting who were proposed
by the Board of Directors or persons calling such special meeting. Such
shareholder's notice shall set forth (i) as to each person whom the shareholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Exchange Act and the regulations
promulgated thereunder, including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected; (ii) as to any other business that the shareholder proposes
to bring before the meeting, a brief description of the business desired
to be brought before the meeting, the reasons for conducting such business
at the meeting and any material interest in such business of such shareholder
and the beneficial owner, if any, on whose behalf the proposal is made;
and (iii) as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (A) the name
and address of such shareholder, as they appear on the Corporation's stock
transfer books, and of such beneficial owner, and (B) the class and number
of shares of the Corporation which are owned beneficially and of record
by such shareholder and such beneficial owner.
<p>(c) <u>Increase in Number of Directors</u>. Notwithstanding anything
to the contrary in the second sentence of subparagraph (a)(2) of this bylaw
or the second sentence of subparagraph (b)(2) of this bylaw, in the event
that the number of directors to be elected to the Board of Directors is
increased or proposed to be increased and there is no public announcement
by the Corporation naming all of the nominees for director or specifying
the size of the increase in the number of directors at least 100 calendar
days prior to the date of the meeting, a shareholder's notice required
by subparagraph (a) (2) or subparagraph (b)(2) of this bylaw shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at
the principal office of the Corporation not later than the close of business
on the 10th calendar day after the day on which such public announcement
is first made by the Corporation.
<p>(d) <u>General</u>. (1) 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.
<p>(2) For purposes of this bylaw, "public announcement" shall mean disclosure
in a press release reported by the Business Wire, Reuters, the Dow Jones
News Service, Associated Press, or comparable national news service or
in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange
Act.
<p>(3) Notwithstanding the foregoing provisions of this bylaw, a shareholder
shall also comply with all applicable requirements of the Exchange Act
and the rules and regulations thereunder with respect to the matters set
forth in this bylaw. Nothing in this bylaw shall be deemed to affect any
rights of shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
<center>
<p><font face="Times New Roman">ARTICLE III. BOARD OF DIRECTORS</font></center>

<p><font face="Times New Roman">3.01 <u>General Powers and Number</u>.
The business and affairs of the Corporation shall be managed by its Board
of Directors. The number of Directors of the Corporation shall be eleven
except that by resolution of the Board of Directors, the Directors may
set the number of Directors at not less than seven (7) nor more than thirteen
(13).</font>
<p><font face="Times New Roman">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.</font>
<p><font face="Times New Roman">3.02 <u>Tenure and Qualifications</u>.</font>
<p>(a) <u>Tenure</u>. Each Director shall hold office until the end of
his or her term and until his or her successor shall have been elected,
or until his or her prior death, resignation, or removal for cause only.
A Director may be removed from office for cause only by 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.
<p>(b) <u>Qualifications</u>. 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 Company
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. Each Director
must be a shareholder of the Corporation. 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.
<p>3.03 <u>Nominations for Election to the Board of Directors</u>. Nominations
for election to the Board of Directors may be made in accordance with Section
2.14.
<p><font face="Times New Roman">3.04 <u>Regular Meetings</u>. 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.</font>
<p><font face="Times New Roman">3.05 <u>Special Meetings</u>. 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.</font>
<p><font face="Times New Roman">3.06 <u>Notice; Waiver</u>. 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:</font>
<p><font face="Times New Roman">(i) When received;</font>
<p><font face="Times New Roman">(ii) Five days after its deposit in the
U.S. Mail, if mailed postpaid and correctly addressed;</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">Oral notice is effective when communicated,
and the Corporation shall maintain a record setting forth the date, time,
manner, and recipient of the notice.</font>
<p><font face="Times New Roman">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.</font>
<p><font face="Times New Roman">3.07 <u>Quorum</u>. 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 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.</font>
<p><font face="Times New Roman">3.08 <u>Manner of Acting</u>. 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.</font>
<p><font face="Times New Roman">3.09 <u>Conduct of Meetings</u>. 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.</font>
<p><font face="Times New Roman">3.10 <u>Vacancies</u>. 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.</font>
<p><font face="Times New Roman">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.</font>
<p><font face="Times New Roman">3.11 <u>Compensation</u>. 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.</font>
<p><font face="Times New Roman">3.12 <u>Presumption of Assent</u>. 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.</font>
<p><font face="Times New Roman">3.13 <u>Committees</u>. 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.</font>
<p><font face="Times New Roman">3.14 <u>Unanimous Consent Without Meeting</u>.
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.</font>
<p><font face="Times New Roman">3.15 <u>Meetings By Telephone Or By Other
Communication Technology</u>. 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.</font>
<center>
<p><font face="Times New Roman">ARTICLE IV. OFFICERS</font></center>

<p><font face="Times New Roman">4.01 <u>Number</u>. The Officers of the
Corporation shall be 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, each of whom shall be elected annually by the Board of Directors.
Such other Officers and Assistant Officers as may be deemed necessary may
be elected or appointed by the Board of Directors 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 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."</font>
<p><font face="Times New Roman">4.02 <u>Election and Term of Office</u>.
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 or
until his or her prior death, resignation, or removal.</font>
<p><font face="Times New Roman">4.03 <u>Removal</u>. 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.</font>
<p><font face="Times New Roman">4.04 <u>Vacancies</u>. 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.</font>
<p><font face="Times New Roman">4.05 <u>Chairman of the Board</u>. 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.</font>
<p><font face="Times New Roman">4.06 <u>The Chief Executive Officer</u>.
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.</font>
<p><font face="Times New Roman">4.07 <u>President</u>. 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.</font>
<p><font face="Times New Roman">4.08 <u>The Executive Vice President</u>.
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.</font>
<p><font face="Times New Roman">4.09 <u>The Vice Presidents</u>. 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.</font>
<p><font face="Times New Roman">4.10 <u>The Secretary</u>. 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.</font>
<p><font face="Times New Roman">4.11 <u>The Treasurer</u>. 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.</font>
<p><font face="Times New Roman">4.12 <u>Assistant Secretaries and Assistant
Treasurers</u>. 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.</font>
<p><font face="Times New Roman">4.13 <u>Other Assistants and Acting Officers</u>.
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.</font>
<p><font face="Times New Roman">4.14 <u>Salaries</u>. 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.</font>
<p><font face="Times New Roman">4.15 <u>Bond</u>. 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.</font>
<center>
<p><font face="Times New Roman">ARTICLE V. CONTRACTS, LOANS, CHECKS,</font>
<br><font face="Times New Roman">AND DEPOSITS: SPECIAL CORPORATE ACTS</font></center>

<p><font face="Times New Roman">5.01 <u>Contracts</u>. 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 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 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; 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.</font>
<p><font face="Times New Roman">5.02 <u>Loans</u>. 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.</font>
<p><font face="Times New Roman">5.03 <u>Checks, Drafts, etc.</u> 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.</font>
<p><font face="Times New Roman">5.04 <u>Deposits</u>. 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.</font>
<p><font face="Times New Roman">5.05 <u>Voting of Securities Owned by this
Corporation</u>. 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.</font>
<center>
<p><font face="Times New Roman">ARTICLE VI. CERTIFICATES FOR</font>
<br><font face="Times New Roman">SHARES AND THEIR TRANSFER</font></center>

<p><font face="Times New Roman">6.01 <u>Certificates for Shares</u>. 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.</font>
<p><font face="Times New Roman">6.02 <u>Facsimile Signatures and Seal</u>.
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.</font>
<p><font face="Times New Roman">6.03 <u>Signature by Former Officer</u>.
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.</font>
<p><font face="Times New Roman">6.04 <u>Transfer of Shares</u>. 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.</font>
<p><font face="Times New Roman">6.05 <u>Restrictions on Transfer</u>. 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.</font>
<p><font face="Times New Roman">6.06 <u>Lost, Destroyed, or Stolen Certificates</u>.
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.</font>
<p><font face="Times New Roman">6.07 <u>Consideration for Shares</u>. The
shares of the Corporation may be issued for such consideration as shall
be fixed from time to time by the Board of Directors, provided that any
shares having a par value shall not be issued for a consideration less
than the par value thereof. The consideration to be received for shares
may consist of any tangible or intangible property or benefit to the Corporation,
including cash, promissory notes, services performed, contracts for services
to be performed, or other securities of the Corporation. When the Corporation
receives the consideration for which the Board of Directors authorized
the issuance of shares, the shares issued for that consideration are fully
paid and nonassessable, except as provided by Section 180.0622 of the Wisconsin
Business Corporation Law which may require further assessment for unpaid
wages to employees under certain circumstances. The Corporation may place
in escrow shares issued for a contract for future services or benefits
or a promissory note, or make other arrangements to restrict the transfer
of the shares, and may credit distributions in respect of the shares against
their purchase price until the services are performed, the benefits are
received, or the note is paid. If the services are not performed, the benefits
are not received, or the note is not paid, the Corporation may cancel,
in whole or in part, the shares escrowed or restricted and the distributions
credited.</font>
<p><font face="Times New Roman">6.08 <u>Uncertificated Shares</u>. 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.</font>
<p><font face="Times New Roman">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.</font>
<p><font face="Times New Roman">6.09 <u>Transfer Agent and Registrar</u>.
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.</font>
<p><font face="Times New Roman">6.10 <u>Stock Regulations</u>. 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.</font>
<center>
<p><font face="Times New Roman">ARTICLE VII. WAIVER OF NOTICE</font></center>

<p><font face="Times New Roman">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.</font>
<center>
<p><font face="Times New Roman">ARTICLE VIII. UNANIMOUS CONSENT</font>
<br><font face="Times New Roman">WITHOUT A MEETING</font></center>

<p><font face="Times New Roman">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.</font>
<center>
<p><font face="Times New Roman">ARTICLE IX. INDEMNIFICATION</font></center>

<p><font face="Times New Roman">9.01 <u>Indemnification for Successful
Defense</u>. 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.</font>
<p><font face="Times New Roman">9.02 <u>Other Indemnification</u>.</font>
<p><font face="Times New Roman">(a) In cases not included under Section
9.01, the Corporation shall indemnify a Director or Officer against all
liabilities and expenses incurred by the Director or Officer in a proceeding
to which the Director or Officer was a party because he or she is a Director
or Officer of the Corporation, unless liability was incurred because the
Director or Officer breached or failed to perform a duty he or she owes
to the Corporation and the breach or failure to perform constitutes any
of the following:</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(3) A transaction from which the Director
or Officer derived an improper personal profit.</font>
<p><font face="Times New Roman">(4) Willful misconduct.</font>
<p><font face="Times New Roman">(b) Determination of whether indemnification
is required under this Section shall be made pursuant to Section 9.05.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">9.03 <u>Written Request</u>. A Director
or Officer who seeks indemnification under Sections 9.01 or 9.02 shall
make a written request to the Corporation.</font>
<p><font face="Times New Roman">9.04 <u>Nonduplication</u>. 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.</font>
<p><font face="Times New Roman">9.05 <u>Determination of Right to Indemnification</u>.</font>
<p><font face="Times New Roman">(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:</font>
<p><font face="Times New Roman">(1) By a majority vote of a quorum of the
Board of Directors consisting of Directors not at the time parties to the
same or related proceedings. If a quorum of disinterested Directors cannot
be obtained, by majority vote of a committee duly appointed by the Board
of Directors and consisting solely of two or more Directors not at the
time parties to the same or related proceedings. Directors who are parties
to the same or related proceedings may participate in the designation of
members of the committee.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(5) By a court under Section 9.08.</font>
<p><font face="Times New Roman">(6) By any other method provided for in
any additional right to indemnification permitted under Section 9.07.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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).</font>
<p><font face="Times New Roman">(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).</font>
<p><font face="Times New Roman">9.06 <u>Advance Expenses</u>. 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:</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">9.07 <u>Nonexclusivity</u>.</font>
<p><font face="Times New Roman">(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:</font>
<p><font face="Times New Roman">(1) The articles of incorporation.</font>
<br><font face="Times New Roman">(2) A written agreement between the Director
or Officer and the Corporation.</font>
<br><font face="Times New Roman">(3) A resolution of the Board of Directors.</font>
<br><font face="Times New Roman">(4) A resolution, after notice, adopted
by a majority vote of all of the Corporation's voting shares then issued
and outstanding.</font>
<br><font face="Times New Roman">(5) The statutes or common law of the
State of Wisconsin.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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:</font>
<p><font face="Times New Roman">(1) As a witness in a proceeding to which
he or she is not a party.</font>
<br><font face="Times New Roman">(2) As a plaintiff or petitioner in a
proceeding because he or she is or was a Director or Officer of the Corporation.</font>
<p><font face="Times New Roman">9.08 <u>Court-Ordered Indemnification</u>.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(b) The court shall order indemnification
if it determines any of the following:</font>
<p><font face="Times New Roman">(1) That the Director or Officer is entitled
to indemnification under Sections 9.01 or 9.02.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(c) If the court determines under (b) that
the Director or Officer is entitled to indemnification, the Corporation
shall pay the Director's or Officer's expenses incurred to obtain the court-ordered
indemnification.</font>
<p><font face="Times New Roman">9.09 <u>Insurance</u>. 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.</font>
<p><font face="Times New Roman">9.10 <u>Securities Law Claims</u>.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">9.11 <u>Liberal Construction</u>. 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.</font>
<p><font face="Times New Roman">9.12 <u>Definitions Applicable to This
Article</u>.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(c) "Director or Officer" means any of
the following:</font>
<p><font face="Times New Roman">(1) A natural person who is or was a Director
or Officer of this Corporation;</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(4) Unless the context requires otherwise,
the estate or personal representative of a Director or Officer.</font>
<p><font face="Times New Roman">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.</font>
<p><font face="Times New Roman">(d) "Expenses" include fees, costs, charges,
disbursements, attorney fees, and other expenses incurred in connection
with a proceeding.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<p><font face="Times New Roman">(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.</font>
<center>
<p><font face="Times New Roman">ARTICLE X. SEAL</font></center>

<p><font face="Times New Roman">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.</font>
<center>
<p><font face="Times New Roman">ARTICLE XI. AMENDMENTS</font></center>

<p><font face="Times New Roman">11.01. <u>By Shareholders</u>. </font>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.
<p><font face="Times New Roman">11.02. <u>By Directors</u>. 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.</font>
<p><font face="Times New Roman">11.03. <u>Implied Amendments</u>. 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.</font>
<br><font face="Times New Roman"></font> 
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