BYLAWS
                            
                              OF
                              
               MADISON GAS AND ELECTRIC COMPANY
                  (a Wisconsin Corporation)
                               
     (Including all amendments through October 16, 1998)
 
                        TABLE OF CONTENTS
 ARTICLE I. OFFICES
 1.01 Principal and Business Offices. . . . . . . . . . . . . .1
 1.02 Registered Office . . . . . . . . . . . . . . . . . . . .1
 
 ARTICLE II. SHAREHOLDERS
 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
      (a)  Other Corporations . . . . . . . . . . . . . . . . .4
      (b)  Legal Representatives and Fiduciaries. . . . . . . .4
      (c)  Pledgees . . . . . . . . . . . . . . . . . . . . . .4
      (d)  Treasury Stock and Subsidiaries. . . . . . . . . . .4
      (e)  Minors . . . . . . . . . . . . . . . . . . . . . . .4
      (f)  Incompetents and Spendthrifts. . . . . . . . . . . .5
      (g)  Joint Tenants. . . . . . . . . . . . . . . . . . . .5
 2.12 Waiver of Notice by Shareholders. . . . . . . . . . . . .5
 2.13 Unanimous Consent Without Meeting . . . . . . . . . . . .5
 2.14 Notice of Shareholder Business and Nominations. . . . . .5
      (a)  Annual Meeting of Shareholders . . . . . . . . . . .5
      (b)  Special Meeting of Shareholders. . . . . . . . . . .6
      (c)  Increase in Number of Directors. . . . . . . . . . .7
      (d)  General. . . . . . . . . . . . . . . . . . . . . . .7
 
 ARTICLE III. BOARD OF DIRECTORS
 3.01 General Powers and Number . . . . . . . . . . . . . . . .8
 3.02 Tenure and Qualifications . . . . . . . . . . . . . . . .8
 3.03 Nominations for Election to the Board of Directors. . . .8
 3.04 Regular Meetings. . . . . . . . . . . . . . . . . . . . .8
 3.05 Special Meetings. . . . . . . . . . . . . . . . . . . . .9
 3.06 Notice; Waiver. . . . . . . . . . . . . . . . . . . . . .9
 3.07 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . 10
 3.08 Manner of Acting. . . . . . . . . . . . . . . . . . . . 10
 3.09 Conduct of Meetings . . . . . . . . . . . . . . . . . . 10
 3.10 Vacancies . . . . . . . . . . . . . . . . . . . . . . . 10
 3.11 Compensation. . . . . . . . . . . . . . . . . . . . . . 10
 3.12 Presumption of Assent . . . . . . . . . . . . . . . . . 11
 3.13 Committees. . . . . . . . . . . . . . . . . . . . . . . 11
 3.14 Unanimous Consent Without Meeting . . . . . . . . . . . 11
      3.15 Meetings By Telephone Or By Other Communication
      Technology. . . . . . . . . . . . . . . . . . . . . . . 11
 
 ARTICLE IV. OFFICERS
 4.01 Number. . . . . . . . . . . . . . . . . . . . . . . . . 12
 4.02 Election and Term of Office . . . . . . . . . . . . . . 12
 4.03 Removal . . . . . . . . . . . . . . . . . . . . . . . . 12
 4.04 Vacancies . . . . . . . . . . . . . . . . . . . . . . . 12
 4.05 Chairman of the Board . . . . . . . . . . . . . . . . . 12
 4.06 The Chief Executive Officer . . . . . . . . . . . . . . 13
 4.07 President . . . . . . . . . . . . . . . . . . . . . . . 13
 4.08 The Executive Vice President. . . . . . . . . . . . . . 13
 4.09 The Vice Presidents . . . . . . . . . . . . . . . . . . 13
 4.10 The Secretary . . . . . . . . . . . . . . . . . . . . . 13
 4.11 The Treasurer . . . . . . . . . . . . . . . . . . . . . 13
 4.12 Assistant Secretaries and Assistant Treasurers. . . . . 14
 4.13 Other Assistants and Acting Officers. . . . . . . . . . 14
 4.14 Salaries. . . . . . . . . . . . . . . . . . . . . . . . 14
 4.15 Bond. . . . . . . . . . . . . . . . . . . . . . . . . . 14
 
 ARTICLE V. CONTRACTS, LOANS, CHECKS, AND DEPOSITS: SPECIAL
 CORPORATE ACTS
 5.01 Contracts . . . . . . . . . . . . . . . . . . . . . . . 14
 5.02 Loans . . . . . . . . . . . . . . . . . . . . . . . . . 15
 5.03 Checks, Drafts, etc.. . . . . . . . . . . . . . . . . . 15
 5.04 Deposits. . . . . . . . . . . . . . . . . . . . . . . . 15
 5.05 Voting of Securities Owned by this Corporation. . . . . 15
 
 ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
 6.01 Certificates for Shares . . . . . . . . . . . . . . . . 15
 6.02 Facsimile Signatures and Seal . . . . . . . . . . . . . 16
 6.03 Signature by Former Officer . . . . . . . . . . . . . . 16
 6.04 Transfer of Shares. . . . . . . . . . . . . . . . . . . 16
 6.05 Restrictions on Transfer. . . . . . . . . . . . . . . . 16
 6.06 Lost, Destroyed, or Stolen Certificates . . . . . . . . 16
 6.07 Consideration for Shares. . . . . . . . . . . . . . . . 16
 6.08 Uncertificated Shares . . . . . . . . . . . . . . . . . 17
 6.09 Transfer Agent and Registrar. . . . . . . . . . . . . . 17
 6.10 Stock Regulations . . . . . . . . . . . . . . . . . . . 17
 
 ARTICLE VII. WAIVER OF NOTICE
 
 ARTICLE VIII. UNANIMOUS CONSENT WITHOUT A MEETING
 
 ARTICLE IX. INDEMNIFICATION
 9.01 Indemnification for Successful Defense. . . . . . . . . 18
 9.02 Other Indemnification . . . . . . . . . . . . . . . . . 18
 9.03 Written Request . . . . . . . . . . . . . . . . . . . . 19
 9.04 Nonduplication. . . . . . . . . . . . . . . . . . . . . 19
 9.05 Determination of Right to Indemnification . . . . . . . 19
 9.06 Advance Expenses. . . . . . . . . . . . . . . . . . . . 20
 9.07 Nonexclusivity. . . . . . . . . . . . . . . . . . . . . 20
 9.08 Court-Ordered Indemnification . . . . . . . . . . . . . 21
 9.09 Insurance . . . . . . . . . . . . . . . . . . . . . . . 22
 9.10 Securities Law Claims . . . . . . . . . . . . . . . . . 22
 9.11 Liberal Construction. . . . . . . . . . . . . . . . . . 22
 9.12 Definitions Applicable to This Article. . . . . . . . . 22
 
 ARTICLE X. SEAL
 
 ARTICLE XI. AMENDMENTS
 11.01.    By Shareholders. . . . . . . . . . . . . . . . . . 23
 11.02.    By Directors . . . . . . . . . . . . . . . . . . . 24
 11.03.    Implied Amendments . . . . . . . . . . . . . . . . 24
 
                       ARTICLE I.   OFFICES
 
     1.01 Principal and Business Offices. The Corporation may
 have such principal and other business offices, either within
 or without the State of Wisconsin, as the Board of Directors
 may designate or as the business of the Corporation may require
 from time to time.
 
     1.02 Registered Office. The registered office of the
 Corporation required by the Wisconsin Business Corporation Law
 to be maintained in the State of Wisconsin may be, but need not
 be, identical with the principal office in the State of
 Wisconsin, and the address of the registered office may be
 changed from time to time by the Board of Directors or by the
 registered agent. The business office of the registered agent
 of the Corporation shall be identical to such registered
 office.
 
                    ARTICLE II.   SHAREHOLDERS
 
     2.01 Annual Meeting. The annual meeting of the
 shareholders shall be 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.
 
     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.
 
     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 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.
 
     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 without
 further notice. At such adjourned meeting at which a quorum
 shall be present or represented, any business may be transacted
 which might have been transacted at the meeting as originally
 notified.
 
     2.08 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 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.
 
     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
 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.
 
          (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 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.
 
          (c)    Pledgees. A shareholder whose shares are
 pledged shall be entitled to vote such shares until the shares
 have been transferred into the name of the pledgee, and
 thereafter the pledgee shall be entitled to vote the shares so
 transferred.
 
          (d)    Treasury Stock and Subsidiaries. Neither
 treasury shares, nor shares held by another corporation if a
 majority of the shares entitled to vote for the election of
 Directors of such other corporation is held by this
 Corporation, shall be voted at any meeting or counted in
 determining the total number of outstanding shares entitled to
 vote, but shares of its own issue held by this Corporation in a
 fiduciary capacity, or held by such other corporation in a
 fiduciary capacity, may be voted and shall be counted in
 determining the total number of outstanding shares entitled to
 vote.
 
          (e)    Minors. Shares held by a minor may be voted
 by such minor in person or by proxy, and no such vote shall be
 subject to disaffirmance or avoidance, unless prior to such
 vote the Secretary of the Corporation has received written
 notice or has actual knowledge that such shareholder is a
 minor.
 
          (f)    Incompetents and Spendthrifts. Shares held by
 an incompetent or spendthrift may be voted by such incompetent
 or spendthrift in person or by proxy and no such vote shall be
 subject to disaffirmance or avoidance, unless prior to such
 vote the Secretary of the Corporation has actual knowledge that
 such shareholder has been adjudicated an incompetent or
 spendthrift or actual knowledge of filing of judicial
 proceedings for appointment of a guardian.
 
          (g)    Joint Tenants. Shares registered in the names
 of two or more individuals who are named in the registration as
 joint tenants may be voted in person or by proxy signed by any
 one or more of such individuals if either (i) no other such
 individual or his 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.
 
     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.  (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.  
 
          (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.  
 
          (b)    Special Meeting of Shareholders.  (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.  
 
          (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.   
 
          (c)    Increase in Number of Directors. 
 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.
 
          (d)    General.  (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.
 
          (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.
 
          (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.
 
                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 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).
 
     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. 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. Directors must be shareholders of the Corporation.
 
     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 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.
 
                      ARTICLE IV.   OFFICERS
 
     4.01 Number. 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."
 
     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 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.
 
              ARTICLE V.   CONTRACTS, LOANS, CHECKS,
               AND DEPOSITS: 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 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.
 
     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.
 
                  ARTICLE VI.   CERTIFICATES FOR
                    SHARES AND THEIR TRANSFER
 
     6.01 Certificates for Shares. Certificates representing
 shares of the Corporation shall be in such form consistent with
 law. 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, 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.
 
     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.
 
                 ARTICLE VII.   WAIVER OF NOTICE
 
     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.
 
                ARTICLE VIII.   UNANIMOUS CONSENT
                        WITHOUT A MEETING
 
     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.
 
                  ARTICLE IX.   INDEMNIFICATION
 
     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 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 not at the time parties
     to the same or related proceedings. If a quorum of
     disinterested Directors cannot be obtained, by majority
     vote of a committee duly appointed by the Board of
     Directors and consisting solely of two or more Directors
     not at the time parties to the same or related
     proceedings. Directors who are parties to the same or
     related proceedings may participate in the designation of
     members of the committee.
 
                 (2)By independent legal counsel selected by a
     quorum of the Board of Directors or its committee in the
     manner prescribed in sub. (1) or, if unable to obtain such
     a quorum or committee, by a majority vote of the full
     Board of Directors, including Directors who are parties to
     the same or related proceedings.
 
                 (3)By a panel of three arbitrators consisting of
     one arbitrator selected by those Directors entitled under
     sub. (2) to select independent legal counsel, one
     arbitrator selected by the Director or Officer seeking
     indemnification, and one arbitrator selected by the two
     arbitrators previously selected.
 
                 (4)By an affirmative vote of the majority of
     shares represented at a meeting of shareholders at which a
     quorum is present. Shares owned by or voted under the
     control of persons who are at the time parties to the same
     or related proceedings, whether as plaintiffs or
     defendants or in any other capacity, may not be voted in
     making the determination.
 
                 (5)By a court under Section 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 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.
 
                        ARTICLE X.   SEAL
 
     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.
 
                     ARTICLE XI.   AMENDMENTS
 
     11.01.  By Shareholders. These bylaws may be altered,
 amended, or repealed and new bylaws may be adopted by the
 shareholders by affirmative vote of not less than a majority of
 the shares present or represented at an annual or special
 meeting of the shareholders at which a quorum is in attendance.
 
     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.