EXHIBIT 3B-1

                        WPS RESOURCES CORPORATION
                                
                                 BY-LAWS
                                
                      AS IN EFFECT SEPTEMBER 1, 1998
                                
                                
                                
                           ARTICLE I.  OFFICES

1.   PRINCIPAL OFFICE

     The principal office of the Corporation in the State of Wisconsin shall
     be in the City of Green Bay.  The Corporation may also have offices at
     such other places, within and outside of the State of Wisconsin, as the
     Board of Directors may designate or as the business of the Corporation
     may require.

2.   REGISTERED OFFICE

     The Board of Directors shall designate the registered office of the
     Corporation and may change such registered office by resolution.


                        ARTICLE II.  SHAREHOLDERS

1.   ANNUAL MEETING

     The annual meeting of the shareholders for the election of directors and
     for the transaction of such other business as may properly be brought
     before the meeting shall be held each year not later than the fourth
     Tuesday in May, on the date designated by the Board of Directors and
     specified in the notice of meeting.  If the election of directors shall
     not be held on the day designated 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.   SPECIAL MEETINGS

     Special meetings of the shareholders may be called by the Chairman of
     the Board of Directors or the President or the Secretary, or by
     resolution of the Board of Directors.  The Corporation shall call a
     special meeting of shareholders in the event that the holders of at
     least 10% of all the votes entitled to be cast on any issue proposed to
     be considered at the proposed special meeting 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.  The Corporation shall

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     give notice of such a special meeting within 30 days after the date that
     the demand is delivered to the Corporation.  

3.   PLACE OF MEETING

     Each meeting of shareholders, annual or special, shall be held at the
     principal office of the Corporation unless another place, either within
     or without the State of Wisconsin, has been designated by the Board of
     Directors and specified in the notice of such meeting, but any meeting
     of shareholders may be adjourned to reconvene at any place designated by
     a majority of the shares represented at such meeting.

4.   NOTICE OF MEETINGS

     Written notice stating the date, time, and place of the meeting and, in
     case of a special meeting, the purpose or purposes for which the meeting
     is called, shall be delivered not less than 10 nor more than 60 days
     before the date of the meeting (unless a different time is provided by
     the Wisconsin Business Corporation Law or the Articles of Incorporation)
     to each shareholder of record entitled to vote at such meeting and to
     such other persons as required by the Wisconsin Business Corporation
     Law.  Such notice shall be given by or at the direction of the officer
     or persons calling the meeting and shall be deemed to be delivered when
     deposited in the United States mail, postage prepaid, addressed to the
     shareholder of record at his or her address as it appears in the records
     of the Corporation.  If any meeting of the shareholders is adjourned to
     another time or place, no notice of such adjourned meeting need be given
     other than by announcement thereof at the meeting at which such
     adjournment is taken; provided, however, that if a new record date for
     an adjourned meeting is or must be fixed, the Corporation shall give
     notice of the adjourned meeting to persons who are shareholders as of
     the new record date.

5.   WAIVER OF NOTICE

     A shareholder may waive any notice required by the Wisconsin Business
     Corporation Law, the Articles of Incorporation or these By-laws before
     or after the date and time stated in the notice.  The waiver shall be in
     writing and signed by the shareholder entitled to the notice, contain
     the same information that would have been required in the notice under
     applicable provisions of the Wisconsin Business Corporation Law (except
     that the time and place of meeting need not 

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     be stated) and be delivered to the Corporation for inclusion in the
     corporate records.  A shareholder's attendance at a meeting, in person
     or by proxy, waives objection to all of the following:  

     a.   Lack of notice or defective notice of the meeting, unless the
          shareholder at the beginning of the meeting or promptly upon
          arrival objects to holding the meeting or transacting business at
          the meeting; and 

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

6.   FIXING OF RECORD DATE

     The Board of Directors may fix in advance a date as the record date for
     the purpose of determining shareholders entitled to notice of and to
     vote at any meeting of shareholders, shareholders entitled to demand a
     special meeting as contemplated by Section 2 of this Article II,
     shareholders entitled to take any other action, or shareholders for any
     other purpose.  Such record date shall not be more than 70 days prior to
     the date on which the particular action, requiring such determination of
     shareholders, is to be taken.  If no record date is fixed by the Board
     of Directors or by the Wisconsin Business Corporation Law for the
     determination of shareholders entitled to notice of and to vote at a
     meeting of shareholders, the record date shall be the close of business
     on the day before the first notice is given to shareholders.  If no
     record date is fixed by the Board of Directors or by the Wisconsin
     Business Corporation Law for the determination of shareholders entitled
     to demand a special meeting as contemplated in Section 2 of this
     Article II, the record date shall be the date that the first shareholder
     signs the demand.  Except as provided by the Wisconsin Business
     Corporation Law for a court-ordered adjournment, a determination of
     shareholders entitled to notice of and to vote at a meeting of
     shareholders is effective for any adjournment of such meeting unless the
     Board of Directors fixes a new record date, which it shall do if the
     meeting is adjourned to a date more than 120 days after the date fixed
     for the original meeting.  The record date for determining shareholders
     entitled to a distribution (other than a distribution involving a
     purchase, redemption, or other acquisition of the Corporation's shares)
     or a share dividend is the date on which the Board of Directors
     authorized the distribution or share dividend, as the case may be,
     unless the Board of Directors fixes a different record date.

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7.   SHAREHOLDERS' LIST FOR MEETINGS

     After a record date for a special or annual meeting of shareholders has
     been fixed, the Corporation shall prepare a list of the names of all of
     the shareholders entitled to notice of the meeting.  The list shall be
     arranged by class or series of shares, if any, and show the address of
     and number of shares held by each shareholder.  Such list shall be
     available for inspection by any shareholder, beginning two business days
     after notice of the meeting is given for which the list was prepared and
     continuing to the date of the meeting, at the Corporation's principal
     office or at a place identified in the meeting notice in the city where
     the meeting will be held.  A shareholder or his or her agent may, on
     written demand, inspect and, subject to the limitations imposed by the
     Wisconsin Business Corporation Law, copy the list, during regular
     business hours and at his or her expense, during the period that it is
     available for inspection pursuant to this Section.  The Corporation
     shall make the shareholders' list available at the meeting and any
     shareholder or his or her agent or attorney may inspect the list at any
     time during the meeting or any adjournment thereof.  Refusal or failure
     to prepare or make available the shareholders' list shall not affect the
     validity of any action taken at a meeting of shareholders.

8.   QUORUM AND VOTING REQUIREMENTS

     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.   The holders of a majority of the shares entitled to
     vote, represented in person or by proxy, shall constitute a quorum at a
     meeting of shareholders.  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 the adjourned meeting.  If a quorum exists,
     except in the case of the election of directors, action on a matter
     shall be 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.  Unless otherwise provided in the
     Articles of Incorporation, each director shall be elected by a plurality
     of the votes cast by the shares entitled to vote in the election of
     directors at a meeting at which a quorum is present.  Though less than a
     quorum of the outstanding votes of a voting group are represented at a
     meeting, a majority of the votes so represented may adjourn the meeting
     from time to time without further notice.  At such adjourned meeting at
     which a 

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     quorum shall be present or represented, any business may be transacted
     which might have been transacted at the meeting as originally notified.

9.   PROXIES

     At all meetings of shareholders, a shareholder may vote his or her
     shares in person or by proxy.  A shareholder may appoint a proxy to vote
     or otherwise act for the shareholder by signing an appointment form,
     either personally or by his or her attorney-in-fact.  An appointment of
     a proxy is effective when received by the Secretary or other officer or
     agent of the Corporation authorized to tabulate votes.  An appointment
     is valid for 11 months from the date of its signing unless a different
     period is expressly provided in the appointment form.

10.  ACCEPTANCE OF INSTRUMENTS SHOWING SHAREHOLDER ACTION

     If the name signed on a vote, consent, waiver, or proxy appointment
     corresponds to the name of a shareholder, the Corporation, if acting in
     good faith, may accept the vote, consent, waiver, or proxy appointment
     and give it effect as the act of a shareholder.  If the name signed on a
     vote, consent, waiver, or proxy appointment does not correspond to the
     name of a shareholder, the Corporation, if acting in good faith, may
     accept the vote, consent, waiver, or proxy appointment and give it
     effect as the act of the shareholder if any of the following apply:

     a.   The shareholder is an entity and the name signed purports to be
          that of an officer or agent of the entity.

     b.    The name purports to be that of a personal representative,
          administrator, executor, guardian, or conservator representing the
          shareholder and, if the Corporation requests, evidence of
          fiduciary status acceptable to the Corporation is presented with
          respect to the vote, consent, waiver, or proxy appointment.

     c.   The name signed purports to be that of a receiver or trustee in
          bankruptcy of the shareholder and, if the Corporation requests,
          evidence of this status acceptable to the Corporation is presented
          with respect to the vote, consent, waiver, or proxy appointment.

     d.   The name signed purports to be that of a pledgee, beneficial
          owner, or attorney-in-fact of the shareholder and, if the
          Corporation requests, evidence acceptable to the Corporation of
          the signatory's authority to sign 

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          for the shareholder is presented with respect to the vote, consent,
          waiver, or proxy appointment.

     e.   Two or more persons are the shareholders as co-tenants or
          fiduciaries and the name signed purports to be the name of at
          least one of the co-owners and the person signing appears to be
          acting on behalf of all co-owners.

     The Corporation may reject a vote, consent, waiver, or proxy appointment
     if the Secretary or other officer or agent of the Corporation who is
     authorized to tabulate votes, acting in good faith, has reasonable basis
     for doubt about the validity of the signature on it or about the
     signatory's authority to sign for the shareholder.


                     ARTICLE III.  BOARD OF DIRECTORS

1.   GENERAL POWERS

     The business and affairs of the Corporation shall be managed by its
     Board of Directors.  The Board shall determine the nature and character
     of the business to be conducted by the Corporation and the method of
     doing so; what employees, agents, and officers shall be employed and
     their compensation; and what purchases or contracts for purchase shall
     be made.  The Board may delegate any of its aforesaid powers to
     committees or to officers, agents, or employees as it may from time to
     time determine.

2.   NUMBER OF DIRECTORS

     The number of directors of the Corporation shall be ten, divided into
     three classes:  Class A - 4 members, Class B - 3 members, and Class C -
     3 members.

3.   TERM

     At the 1994 annual meeting of shareholders, the directors of Class A
     shall be elected for a term to expire at the first annual meeting of
     shareholders after their election, and until their successors are
     elected and qualify, the directors of Class B shall be elected for a
     term to expire at the second annual meeting of shareholders after their
     election, and until their successors are elected and qualify, and the
     directors of Class C shall be elected for a term to expire at the third
     annual meeting of shareholders after their election and until their
     successors are elected and qualify.  At each annual meeting of
     shareholders 

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     after the 1994 annual meeting of shareholders, the successors to the
     class of directors whose terms shall expire at the time of such annual
     meeting shall be elected to hold office until the third succeeding 
     annual meeting of shareholders, and until their successors are elected
     and qualify.

4.   QUALIFICATIONS

     No director shall be eligible for re-election after attaining the age of
     70 years.  Directors need not be shareholders of the Corporation or
     residents of the State of Wisconsin.

5.   MEETINGS

     The Board of Directors shall hold its meetings at such place or places,
     within or without the State of Wisconsin, as the Board may from time to
     time determine.

     a.   A meeting of the Board of Directors, to be known as the annual
          meeting, may be held, without notice, immediately after and at the
          same place as the annual meeting of the shareholders at which such
          Board is elected, for the purpose of electing the officers of the
          Corporation and to transact such other business as may come before
          the Board.  Such annual meeting may be held at a different place
          than the annual meeting of shareholders and/or on a date 
          subsequent to the annual meeting of shareholders, if notice of such
          different place and/or date has been given to or waived by all the
          directors.

     b.   Regular meetings of the Board of Directors may be held without
          call and without notice, at such times and in such places as the
          Board may by resolution from time to time determine.

     c.   Special meetings of the Board of Directors may be called at any
          time by the Chairman of the Board or the Chief Executive Officer
          and shall be called by the Secretary of the Corporation upon the
          written request of three or more directors.

6.   NOTICE; WAIVER

     Notice of each special meeting of the Board of Directors shall be given
     by written notice delivered or communicated in person, by telegraph,
     teletype, facsimile or other form of wire or wireless communication, or
     by mail or private carrier, to each director at his or her business
     address or at such other address as such director shall have designated
     in writing filed with the Secretary, in each case not 

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     less than 48 hours prior to the meeting.  The notice need not prescribe
     the purpose of the special meeting of the Board of Directors or the
     business to be transacted at such meeting.  If mailed, such notice shall
     be deemed to be effective when deposited in the United States mail so
     addressed, with postage thereon prepaid.  If notice is given by telegram,
     such notice shall be deemed to be effective when the telegram is
     delivered to the telegraph company.  If notice is given by private
     carrier, such notice shall be deemed to be effective when delivered to
     the private carrier.  Whenever any notice whatever is required to be
     given to any director of the Corporation under the Articles of
     Incorporation or these By-laws or any provision of the Wisconsin 
     Business Corporation Law, a waiver thereof in writing, signed at any
     time, whether before or after the date and time of meeting, by the
     director entitled to such notice shall be deemed equivalent to the 
     giving of such notice.  The Corporation shall retain any such waiver 
     as part of the permanent corporate records.  A director's attendance 
     at or participation in a meeting waives any required notice to him or 
     her of the meeting unless the director at the beginning of the meeting 
     or promptly upon his or her arrival objects to holding the meeting or
     transacting business at the meeting and does not thereafter vote for or
     assent to action taken at the meeting.

7.   QUORUM

     Except as otherwise provided by the Wisconsin Business Corporation Law
     or by the Articles of Incorporation or these By-laws, a majority of the
     number of directors specified in Section 2 of Article III of these
     By-laws shall constitute a quorum for the transaction of business at any
     meeting of the Board of Directors.  Except as otherwise provided by the
     Wisconsin Business Corporation Law, the Articles of Incorporation, or
     these By-laws, a quorum of any committee of the Board of Directors
     created pursuant to Section 13 hereof shall consist of a majority of the
     number of directors appointed to serve on the committee.  A majority of
     the directors present (though less than such quorum) may adjourn any
     meeting of the Board of Directors or any committee thereof, as the case
     may be, from time to time without further notice.

8.   MANNER OF ACTING

     The affirmative vote of a majority of the directors present at a meeting
     of the Board of Directors or a committee thereof at which a quorum is
     present shall be the act of the Board of Directors or such committee, as
     the case may be, unless the Wisconsin Business Corporation Law, the
     Articles of Incorporation, or these By-laws require the vote of a
     greater number of directors.

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9.   MINUTES OF MEETINGS

     Minutes of any regular or special meeting of the Board of Directors
     shall be prepared and distributed to each director.

10.  VACANCIES

     Vacancies occurring in the Board of Directors shall be filled in the
     manner provided in Article 5 of the Articles of Incorporation.

11.  COMPENSATION

     The Board of Directors, 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 delegate authority
     to an appropriate committee to provide for reasonable pensions,
     disability or death benefits, and other benefits or payments, to
     directors, officers, and employees and to their estates, families,
     dependents, or beneficiaries on account of prior services rendered by
     such directors, officers, and employees to the Corporation.

12.  PRESUMPTION OF ASSENT

     A director who is present and is announced as present at a meeting of
     the Board of Directors or any committee thereof created in accordance
     with Section 13 of this Article III, when corporate action is taken,
     assents to the action taken unless any of the following occurs:  

     a.   The director objects at the beginning of the meeting or promptly
          upon his or her arrival to holding the meeting or transacting
          business at the meeting; 

     b.   The director's dissent or abstention from the action taken is
          entered in the minutes of the meeting; or 

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     c.   The director delivers written notice that complies with the
          Wisconsin Business Corporation Law of his or her dissent or
          abstention to the presiding officer of the meeting before its
          adjournment or to the Corporation immediately after adjournment of
          the meeting.  

     Such right of dissent or abstention shall not apply to a director who
     votes in favor of the action taken.

13.  COMMITTEES

     The Board of Directors by resolution adopted by the affirmative vote of
     a majority of all of the directors then in office may create one or more
     committees, appoint members of the Board of Directors to serve on the
     committees and designate other members of the Board of Directors to
     serve as alternates.  Each committee shall have two or more members who
     shall, unless otherwise provided by the Board of Directors, serve at the
     pleasure of the Board of Directors.  A committee may be authorized to
     exercise the authority of the Board of Directors, except that a
     committee may not do any of the following:  

     a.   Authorize distributions; 

     b.   Approve or propose to shareholders action that the Wisconsin
          Business Corporation Law requires to be approved by shareholders; 

     c.   Fill vacancies on the Board of Directors or, unless the Board of
          Directors provides by resolution that vacancies on a committee
          shall be filled by the affirmative vote of the remaining committee
          members, on any Board committee; 

     d.   Amend the Corporation's Articles of Incorporation; 

     e.   Adopt, amend, or repeal By-laws; 

     f.   Approve a plan of merger not requiring shareholder approval;

     g.   Authorize or approve reacquisition of shares, except according to
          a formula or method prescribed by the Board of Directors; and 

     h.   Authorize or approve the issuance or sale or contract for sale of
          shares, or determine the designation and relative rights,
          preferences and limitations of a class or series of shares, except
          that the Board of Directors may authorize a committee to do so
          within limits prescribed by the Board of 

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          Directors.  Unless otherwise provided by the Board of Directors in
          creating the committee, a committee may employ counsel, 
          accountants, and other consultants to assist it in the exercise of
          its authority.

14.  TELEPHONIC MEETINGS

     Except as herein provided and notwithstanding any place set forth in the
     notice of the meeting or these By-laws, members of the Board of
     Directors (and any committees thereof created pursuant to Section 13 of
     this Article III) may participate in regular or special meetings by, or
     through the use of, any means of communication by which all participants
     may simultaneously hear each other, such as by conference telephone.  If
     a meeting is conducted by such means, then at the commencement of such
     meeting the presiding officer shall inform the participating directors
     that a meeting is taking place at which official business may be
     transacted.  Any participant in a meeting by such means shall be deemed
     present in person at such meeting.  Notwithstanding the foregoing, no
     action may be taken at any meeting held by such means on any particular
     matter which the presiding officer determines, in his or her sole
     discretion, to be inappropriate under the circumstances for action at a
     meeting held by such means.  Such determination shall be made and
     announced in advance of such meeting.

15.  ACTION WITHOUT MEETING

     Any action required or permitted by the Wisconsin Business Corporation
     Law to be taken at a meeting of the Board of Directors or a committee
     thereof created pursuant to Section 13 of this Article III may be taken
     without a meeting if the action is taken by all members of the Board or
     of the committee.  The action shall be evidenced by one or more written
     consents describing the action taken, signed by each director or
     committee member, and retained by the Corporation.  Such action shall be
     effective when the last director or committee member signs the consent,
     unless the consent specifies a different effective date.


                          ARTICLE IV.  OFFICERS

1.   PRINCIPAL OFFICERS

     The principal officers of the Corporation required by statute shall be a
     President, such number of Vice Presidents as may be elected by the Board
     of Directors, a Secretary, and a Treasurer.  The Board of Directors may
     elect from among the directors a Chairman of the Board of Directors and
     a Vice Chairman of the Board 

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     of Directors, may designate such Chairman, Vice Chairman, or any
     principal officer as the Chief Executive Officer, may elect such
     assistant secretaries and assistant treasurers and other officers as 
     it shall deem necessary, and may prescribe by resolution their 
     respective powers and duties.

2.   PRESIDENT

     The President shall be elected by the directors.  Unless the Board of
     Directors otherwise prescribes, he or she shall be the Chief Executive
     Officer of the Corporation.  In the event that the President is not the
     Chief Executive Officer, he or she shall have such powers and duties as
     the Board of Directors may prescribe.

3.   CHAIRMAN OF THE BOARD OF DIRECTORS

     If a Chairman of the Board of Directors shall be elected, he or she
     shall preside as Chairman of all meetings of the shareholders and of the
     Board of Directors.  He or she shall have such other authority as the
     Board may from time to time prescribe.  If there is no Chairman of the
     Board, or in the absence of the Chairman, the presiding officer at
     meetings of the shareholders, and of the Board of Directors shall be
     another officer in the following order of priority:  Vice Chairman of
     the Board of Directors, President and Vice Presidents (subject, however,
     to Section 5 of this Article).

4.   CHIEF EXECUTIVE OFFICER

     The Chief Executive Officer shall exercise active supervision over the
     business, property, and affairs of the Corporation.

     a.   The Chief Executive Officer shall have authority, subject to such
          rules as may be prescribed from time to time by the Board or its
          committees, to appoint agents or employees other than those
          elected by the Board, to prescribe their powers and duties, and to
          delegate such authority as he or she may see fit.  Any agent or
          employee not elected by the Board shall hold office at the
          discretion of the Chief Executive Officer or other officer
          employing him.

     b.   The Chief Executive Officer is authorized to sign, execute, and
          acknowledge, on behalf of the Corporation, all deeds, mortgages,
          bonds, notes, debentures, contracts, leases, reports and other
          documents and instruments, except where the signing and execution
          thereof by some other officer or agent shall be expressly
          authorized and directed by law or 

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          by the Board or by these By-laws.  Unless otherwise provided by 
          law or by the Board, the Chief Executive Officer may authorize 
          any officer, employee, or agent to sign, execute, and acknowledge,
          on behalf of the Corporation, and in his or her place and stead, 
          all such documents and instruments.

     c.   Unless otherwise ordered by the Board of Directors, the Chief
          Executive Officer, or a proxy appointed by him, shall have full
          power and authority, in the name of and on behalf of the
          Corporation, to attend, act, and vote at any meeting of the
          shareholders of any other corporation in which the Corporation may
          hold shares of stock.  At any such meeting, he or she shall
          possess and may exercise any and all rights and powers incident to
          the ownership of shares of stock.

     d.   The Chief Executive Officer shall have such other powers and
          perform such other duties as are incident to the office of Chief
          Executive Officer and as may be prescribed by the Board.

5.   VICE PRESIDENTS

     In the absence of the President or during his or her inability or
     refusal to act, his or her powers and duties shall temporarily devolve
     upon such Vice Presidents or other officers as shall be designated by
     the Board of Directors or, if not designated by the Board, by the Chief
     Executive Officer or other officer to whom such power may be delegated
     by the Board; provided, that no Vice President or other officer shall
                   --------
     act as a member or chairman of any committee of the Board of Directors
     of which the President is a member or chairman, except at the direction
     of the Board.

     a.   Each Vice President shall have such powers and perform such other
          duties as may be assigned to him by the Board or by the President,
          including the power to sign, execute, and acknowledge all
          documents and instruments referred to in Section 4 of this
          Article.

     b.   The Board may assign to any Vice President, general supervision
          and charge over any branch of the business and affairs of the
          Corporation, subject to such limitations as it may elect to
          impose.

     c.   The Board of Directors may, if it chooses, designate one or more
          of the Vice Presidents "Executive Vice President" with such powers
          and duties as the Board shall prescribe.


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6.   SECRETARY 

     The Secretary shall attend, and keep the minutes of meetings of the
     shareholders, of the Board of Directors and, unless otherwise directed
     by any such committee, of all committees, in books provided for that
     purpose; shall have custody of the corporate records and seal; shall see
     that notices are given and records and reports properly kept and filed
     as required by law or by these By-laws; and, in general, shall have such
     other powers and perform such other duties as are incident to the office
     of Secretary and as may be assigned to him or her by the Board of
     Directors or the Chief Executive Officer.

7.   ASSISTANT SECRETARIES

     In the absence of the Secretary, or during his or her inability or
     refusal to act, his or her powers and duties shall temporarily devolve
     upon such one of the Assistant Secretaries as the President or the Board
     of Directors may direct.  The Assistant Secretaries shall have such
     other powers and perform such other duties as may be assigned to them by
     the Board, the Chief Executive Officer, or the Secretary.

8.   TREASURER

     The Treasurer shall have charge and custody of the funds, securities,
     and other evidences of value of the Corporation, and shall keep and
     deposit them as required by the Board of Directors.  He or she shall
     keep proper accounts of all receipts and disbursements and of the
     financial transactions of the Corporation.  He or she shall render
     statements of such accounts and of money received and disbursed by him
     or her and of property and money belonging to the Corporation as
     required by the Board.  The Treasurer shall have such other powers and
     perform such other duties as are incident to the office of Treasurer and
     as from time to time may be prescribed by the Board or the Chief
     Executive Officer.

9.   ASSISTANT TREASURERS

     In the absence of the Treasurer, or during his or her inability or
     refusal to act, his or her powers and duties shall temporarily devolve
     upon such one of the Assistant Treasurers as the President or the Board
     of Directors may direct.  The Assistant Treasurers shall have such other
     powers and perform such other duties as from time to time may be
     assigned to them, respectively, by the Board, the Chief Executive
     Officer, or the Treasurer.

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                                       -215-

<PAGE>

10.  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 or an authorized officer shall have the power to perform all
     the duties of the office to which he or she is so appointed to be an
     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.

11.  COMPENSATION

     The salaries or other compensation of all officers elected as provided
     under Section 1 of this Article (other than assistant officers) shall be
     fixed from time to time by the Board of Directors.  The salaries or
     other compensation of all other agents and employees of the Corporation
     shall be fixed from time to time by the Chief Executive Officer, but
     only within such limits as to amount, and in accordance with such other
     conditions as may be prescribed by or under the authority of the Board
     of Directors.

12.  TENURE

     Each officer shall hold office until his or her successor shall have
     been duly elected and qualified, or until his or her death, resignation,
     disqualification, or removal.  Any officer, agent, or employee may be
     removed, with or without cause, at any time by the Board of Directors
     notwithstanding the contract rights, if any, of the officer removed. 
     The appointment of an officer does not of itself create contract rights.

13.  RESIGNATION

     An officer may resign at any time by delivering notice to the
     Corporation that complies with the Wisconsin Business Corporation Law. 
     The resignation shall be effective when the notice is delivered, unless
     the notice specifies a later effective date and the Corporation accepts
     the later effective date.

14.  VACANCIES

     Any vacancy in any office may be filled by the Board of Directors for
     the unexpired portion of the term.  If a resignation of an officer is
     effective at a later date as contemplated by Section 13 of this
     Article IV, the Board of Directors may 

                                       15

                                       -216-

<PAGE>

     fill the pending vacancy before the effective date if the Board provides
     that the successor may not take office until the effective date.

15.  REASSIGNMENT OF DUTIES

     In case of the absence or disability of any officer of the Corporation,
     or for any other reason deemed sufficient by the Board of Directors, the
     Board may reassign or delegate the powers and duties, or any of them, to
     any other officer, director, or person it may select.


           ARTICLE V.  CERTIFICATES FOR AND TRANSFER OF SHARES

1.   FORM

     Certificates representing shares of the Corporation shall be in such
     form as shall be determined by the Board of Directors.  All certificates
     for shares shall be consecutively numbered or otherwise identified.  The
     name and address of the person to whom the shares represented thereby
     are issued, with the number of shares and date of issue, shall be
     entered on the stock transfer books of the Corporation.  All
     certificates surrendered for the 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 in
     case of a lost or destroyed certificate provided for in Section 4 of
     this Article V or a certificate for shares transferred in compliance
     with the escheat laws of any state.

2.   SIGNATURES

     Certificates representing shares of the Corporation shall be signed by
     the President or a Vice President and by the Secretary or an Assistant
     Secretary; and may be sealed with the seal of the Corporation (which may
     be a facsimile) and countersigned and registered in such manner, if any,
     as the Board of Directors may prescribe.  Whenever any certificate is
     manually signed on behalf of a transfer agent, or a registrar, other
     than the Corporation itself or an employee of the Corporation, the
     signatures of the President, Vice President, Secretary, or Assistant
     Secretary, upon such certificate may be facsimiles.  In case any officer
     who has signed, or whose facsimile signature has been placed upon such
     certificate, ceases to be such officer before such certificate is
     issued, it may be issued with the same effect as if he or she were such
     officer at the date of its issue.

                                       16

                                       -217-

<PAGE>

3.   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.

4.   LOST, DESTROYED, OR STOLEN CERTIFICATES

     Where the owner claims that his or her certificate for shares has been
     lost, destroyed, or wrongfully taken, a new certificate shall be issued
     in place thereof if the owner:

     a.   So requests before the Corporation has notice that such shares
          have been acquired by a bona fide purchaser;

     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.

5.   TRANSFER OF SHARES

     Prior to due presentment of a certificate for shares for registration of
     transfer the Corporation may treat the registered owner of such shares
     as the person exclusively entitled to vote, to receive notifications,
     and otherwise to 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 compliance with such other regulations as
     may be prescribed by or under the authority of the Board of Directors.

                                       17

                                       -218-

<PAGE>

6.   CONSIDERATION FOR SHARES

     The Board of Directors may authorize shares to be issued for 
     consideration consisting 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.  Before the Corporation issues shares, the Board of
     Directors shall determine that the consideration received or to be
     received for the shares to be issued is adequate.  The determination of
     the Board of Directors is conclusive insofar as the adequacy of
     consideration for the issuance of shares relates to whether the shares
     are validly issued, fully paid, and nonassessable.  The Corporation may
     place in escrow shares issued in whole or in part for a contract for
     future services or benefits, a promissory note, or otherwise for
     property to be issued in the future, 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 or property are received, or the promissory
     note is paid.  If the services are not performed, the benefits or
     property are not received, or the promissory note is not paid, the
     Corporation may cancel, in whole or in part, the shares escrowed or
     restricted and the distributions credited.

7.   OTHER RULES

     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, including the appointment and designation of Transfer
     Agents and Registrars.


           ARTICLE VI.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

1.   MANDATORY INDEMNIFICATION

     a.   In all cases other than those set forth in Section 1b hereof,
          subject to the conditions and limitations set forth hereinafter in
          this Article VI, the Corporation shall indemnify and hold harmless
          any person who is or was a party, or is threatened to be made a
          party, to any Action (see Section 16 of this Article VI for
          definitions of capitalized terms used herein) by reason of his or
          her status as an Executive, and/or as to acts performed in the
          course of such Executive's duties to the Corporation and/or an
          Affiliate, against Liabilities and reasonable Expenses incurred by
          or on behalf of an Executive in connection with any Action,
          including, without limitation, in 

                                       18

                                       -219-

<PAGE>

          connection with the investigation, defense, settlement or appeal 
          of any Action; provided, pursuant to Section 3 of this Article VI,
          that it is not determined by the Authority, or by a court, that 
          the Executive engaged in misconduct which constitutes a Breach of
          Duty.

     b.   To the extent an Executive has been successful on the merits or
          otherwise in connection with any Action, including, without
          limitation, the settlement, dismissal, abandonment, or withdrawal
          of any such Action where the Executive does not pay, incur, or
          assume any material Liabilities, or in connection with any claim,
          issue, or matter therein, he or she shall be indemnified by the
          Corporation against reasonable Expenses incurred by or on behalf
          of him or her in connection therewith.  The Corporation shall pay
          such Expenses to the Executive (net of all Expenses, if any,
          previously advanced to the Executive pursuant to Section 2 of this
          Article VI), or to such other person or entity as the Executive
          may designate in writing to the Corporation, within ten days after
          the receipt of the Executive's written request therefor, without
          regard to the provisions of Section 3 of this Article VI.  In the
          event the Corporation refuses to pay such requested Expenses, the
          Executive may petition a court to order the Corporation to make
          such payment pursuant to Section 4 of this Article VI.

     c.   Notwithstanding any other provision contained in this Article VI
          to the contrary, the Corporation shall not:

          (1)  Indemnify, contribute, or advance Expenses to an Executive
               with respect to any Action initiated or brought voluntarily
               by the Executive and not by way of defense, except with
               respect to Actions:

               (a)  brought to establish or enforce a right to
                    indemnification, contribution, and/or an advance of
                    Expenses under Section 4 of this Article VI, under the
                    Statute as it may then be in effect or under any other
                    statute or law or otherwise as required;

               (b)  initiated or brought voluntarily by an Executive to
                    the extent such Executive is successful on the merits
                    or otherwise in connection with such an Action in
                    accordance with and pursuant to Section 1b of this
                    Article VI; or

               (c)  as to which the Board determines it to be appropriate.

                                       19

                                       -220-

<PAGE>

          (2)  indemnify the Executive under this Article VI for any
               amounts paid in settlement of any Action effected without
               the Corporation's written consent.

          The Corporation shall not settle in any manner which would impose
          any Liabilities or other type of limitation on the Executive
          without the Executive's written consent.  Neither the Corporation
          nor the Executive shall unreasonably withhold their consent to any
          proposed settlement.

     d.   An Executive's conduct with respect to an employee benefit plan
          sponsored by or otherwise associated with the Corporation and/or
          an Affiliate for a purpose he or she reasonably believes to be in
          the interests of the participants in and beneficiaries of such
          plan is conduct that does not constitute a breach or failure to
          perform his or her duties to the Corporation or an Affiliate, as
          the case may be.

2.   ADVANCE FOR EXPENSES

     a.   The Corporation shall pay to an Executive, or to such other person
          or entity as the Executive may designate in writing to the
          Corporation, his or her reasonable Expenses incurred by or on
          behalf of such Executive in connection with any Action, or claim,
          issue, or matter associated with any such Action, in advance of
          the final disposition or conclusion of any such Action (or claim,
          issue, or matter associated with any such Action), within ten days
          after the receipt of the Executive's written request therefor;
          provided, the following conditions are satisfied:

          (1)  The Executive has first requested an advance of such
               Expenses in writing (and delivered a copy of such request to
               the Corporation) from the insurance carrier(s), if any, to
               whom a claim has been reported under an applicable insurance
               policy purchased by the Corporation and each such insurance
               carrier, if any, has declined to make such an advance;

          (2)  The Executive furnishes to the Corporation an executed
               written certificate affirming his or her good faith belief
               that he or she has not engaged in misconduct which
               constitutes a Breach of Duty; and

          (3)  The Executive furnishes to the Corporation an executed
               written agreement to repay any advances made under this
               Section 2 if it is ultimately determined that he or she is
               not entitled to be 

                                       20

                                       -221-

<PAGE>

               indemnified by the Corporation for such Expenses pursuant to
               this Article VI.

     b.   If the Corporation makes an advance of Expenses to an Executive
          pursuant to this Section 2, the Corporation shall be subrogated to
          every right of recovery the Executive may have against any
          insurance carrier from whom the Corporation has purchased
          insurance for such purpose.

3.   DETERMINATION OF RIGHT TO INDEMNIFICATION

     a.   Except as otherwise set forth in this Section 3 or in Section 1c
          of this Article VI, any indemnification to be provided to an
          Executive by the Corporation under Section 1a of this Article VI
          upon the final disposition or conclusion of any Action, or any
          claim, issue, or matter associated with any such Action, unless
          otherwise ordered by a court, shall be paid by the Corporation to
          the Executive (net of all Expenses, if any, previously advanced to
          the Executive pursuant to Section 2 of this Article VI), or to
          such other person or entity as the Executive may designate in
          writing to the Corporation, within 60 days after the receipt of
          the Executive's written request therefor.  Such request shall
          include an accounting of all amounts for which indemnification is
          being sought.  No further corporate authorization for such payment
          shall be required other than this Section 3.

     b.   Notwithstanding the foregoing, the payment of such requested
          indemnifiable amounts pursuant to Section 1a of this Article VI
          may be denied by the Corporation if:

          (1)  the Board by a majority vote thereof determines that the
               Executive has engaged in misconduct which constitutes a
               Breach of Duty; or

          (2)  a majority of the directors of the Corporation are a party
               in interest to such Action.

     c.   In either event of nonpayment pursuant to Section 3b of this
          Article VI, the Board shall immediately authorize and direct, by
          resolution, that an independent determination be made as to
          whether the Executive has engaged in misconduct which constitutes
          a Breach of Duty and, therefore, whether indemnification of the
          Executive is proper pursuant to this Article VI.

                                       21

                                       -222-

<PAGE>

     d.   Such independent determination shall be made, at the option of the
          Executive(s) seeking indemnification, by:

          (1)  A panel of three arbitrators (selected as set forth below in
               Section 3f from the panels of arbitrators of the American
               Arbitration Association) in Milwaukee, Wisconsin, in
               accordance with the Commercial Arbitration Rules then
               prevailing of the American Arbitration Association; 

          (2)  An independent legal counsel mutually selected by the
               Executive(s) seeking indemnification and the Board by a
               majority vote of a quorum thereof consisting of directors
               who were not parties in interest to such Action (or, if such
               quorum is not obtainable, by the majority vote of the entire
               Board); or 

          (3)  A court in accordance with Section 4 of this Article VI.

     e.   In any such determination there shall exist a rebuttable
          presumption that the Executive has not engaged in misconduct which
          constitutes a Breach of Duty and is, therefore, entitled to
          indemnification hereunder.  The burden of rebutting such
          presumption by clear and convincing evidence shall be on the
          Corporation.

     f.   If a panel of arbitrators is to be employed hereunder, one of such
          arbitrators shall be selected by the Board by a majority vote of a
          quorum thereof consisting of directors who were not parties in
          interest to such Action or, if such quorum is not obtainable, by
          an independent legal counsel chosen by the majority vote of the
          entire Board, the second by the Executive(s) seeking
          indemnification, and the third by the previous two arbitrators.

     g.   The Authority shall make its independent determination hereunder
          within 60 days of being selected and shall simultaneously submit a
          written opinion of its conclusions to both the Corporation and the
          Executive.

     h.   If the Authority determines that an Executive is entitled to be
          indemnified for any amounts pursuant to this Article VI, the
          Corporation shall pay such amounts to the Executive (net of all
          Expenses, if any, previously advanced to the Executive pursuant to
          Section 2 of this Article VI), including interest thereon as
          provided in Section 6c of this Article VI, or such other person or
          entity as the Executive may designate in writing to the 
          Corporation, within ten days of receipt of such opinion.

                                       22

                                       -223-

<PAGE>

     i.   Except with respect to any judicial determination pursuant to
          Section 4 of this Article VI, the Expenses associated with the
          indemnification process set forth in this Section 3 of this
          Article VI, including, without limitation, the Expenses of the
          Authority selected hereunder, shall be paid by the Corporation.

4.   COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES

     a.   An Executive may, either before or within two years after a
          determination, if any, has been made by the Authority, petition
          the court before which such Action was brought or any other court
          of competent jurisdiction to independently determine whether or
          not he or she has engaged in misconduct which constitutes a Breach
          of Duty and is, therefore, entitled to indemnification under the
          provisions of this Article VI.  Such court shall thereupon have
          the exclusive authority to make such determination unless and
          until such court dismisses or otherwise terminates such proceeding
          without having made such determination.  An Executive may petition
          a court under this Section 4 either to seek an initial 
          determination by the court as authorized by Section 3d of this
          Article VI or to seek review by the court of a previous adverse
          determination by the Authority.

     b.   The court shall make its independent determination irrespective of
          any prior determination made by the Authority; provided, however,
          that there shall exist a rebuttable presumption that the Executive
          has not engaged in misconduct which constitutes a Breach of Duty
          and is, therefore, entitled to indemnification hereunder.  The
          burden of rebutting such presumption by clear and convincing
          evidence shall be on the Corporation.

     c.   In the event the court determines that an Executive has engaged in
          misconduct which constitutes a Breach of Duty, it may nonetheless
          order indemnification to be paid by the Corporation if it
          determines that the Executive is fairly and reasonably entitled to
          indemnification in view of all of the circumstances of such
          Action.

     d.   In the event the Corporation does not:

          (1)  Advance Expenses to the Executive within ten days of such
               Executive's compliance with Section 2 of this Article VI; or 

          (2)  Indemnify an Executive with respect to requested Expenses
               under Section 1b of this Article VI within ten days of such
               Executive's written request therefor, the Executive may
               petition the court before 

                                       23

                                       -224-

<PAGE>

               which such Action was brought, if any, or any other court of
               competent jurisdiction to order the Corporation to pay such
               reasonable Expenses immediately.  Such court, after giving any
               notice it considers necessary, shall order the Corporation to
               pay such Expenses if it determines that the Executive has
               complied with the applicable provisions of Section 2 of this
               Article VI or 1b of this Article VI, as the case may be.

     e.   If the court determines pursuant to this Section 4 that the
          Executive is entitled to be indemnified for any Liabilities and/or
          Expenses, or to the advance of Expenses, unless otherwise ordered
          by such court, the Corporation shall pay such Liabilities and/or
          Expenses to the Executive (net of all Expenses, if any, previously
          advanced to the Executive pursuant to Section 2 of this
          Article VI), including interest thereon as provided in Section 6c
          of this Article VI, or to such other person or entity as the
          Executive may designate in writing to the Corporation, within
          ten days of the rendering of such determination.

     f.   An Executive shall pay all Expenses incurred by such Executive in
          connection with the judicial determination provided in this
          Section 4, unless it shall ultimately be determined by the court
          that he or she is entitled, in whole or in part, to be indemnified
          by, or to receive an advance from, the Corporation as authorized
          by this Article VI.  All Expenses incurred by an Executive in
          connection with any subsequent appeal of the judicial
          determination provided for in this Section 4 shall be paid by the
          Executive regardless of the disposition of such appeal.

5.   TERMINATION OF AN ACTION IS NONCONCLUSIVE

     The adverse termination of any Action against an Executive by judgment,
     order settlement, conviction, or upon a plea of no contest or its
     equivalent, shall not, of itself, create a presumption that the
     Executive has engaged in misconduct which constitutes a Breach of Duty.

6.   PARTIAL INDEMNIFICATION; REASONABLENESS; INTEREST

     a.   If it is determined by the Authority, or by a court, that an
          Executive is entitled to indemnification as to some claims,
          issues, or matters, but not as to other claims, issues, or
          matters, involved in any Action, the Authority, or the court,
          shall authorize the proration and payment by the Corporation of
          such Liabilities and/or reasonable Expenses with respect to which
          indemnification is sought by the Executive, among such claims,

                                       24

                                       -225-

<PAGE>

          issues, or matters as the Authority, or the court, shall deem
          appropriate in light of all of the circumstances of such Action.

     b.   If it is determined by the Authority, or by a court, that certain
          Expenses incurred by or on behalf of an Executive are for whatever
          reason unreasonable in amount, the Authority, or the court, shall
          nonetheless authorize indemnification to be paid by the
          Corporation to the Executive for such Expenses as the Authority,
          or the court, shall deem reasonable in light of all of the
          circumstances of such Action.

     c.   Interest shall be paid by the Corporation to an Executive, to the
          extent deemed appropriate by the Authority, or by a court, at a
          reasonable interest rate, for amounts for which the Corporation
          indemnifies or advances to the Executive.

7.   INSURANCE; SUBROGATION

     a.   The Corporation may purchase and maintain insurance on behalf of
          any person who is or was an Executive of the Corporation, and/or
          is or was serving as an Executive of an Affiliate, against
          Liabilities and/or Expenses asserted against him or her and/or
          incurred by or on behalf of him or her in any such capacity, or
          arising out of his or her status as such an Executive, whether or
          not the Corporation would have the power to indemnify him or her
          against such Liabilities and/or Expenses under this Article VI or
          under the Statute as it may then be in effect.  Except as
          expressly provided herein, the purchase and maintenance of such
          insurance shall not in any way limit or affect the rights and
          obligations of the Corporation and/or any Executive under this
          Article VI.  Such insurance may, but need not, be for the benefit
          of all Executives of the Corporation and those serving as an
          Executive of an Affiliate.

     b.   If an Executive shall receive payment from any insurance carrier
          or from the plaintiff in any Action against such Executive in
          respect of indemnified amounts after payments on account of all or
          part of such indemnified amounts have been made by the Corporation
          pursuant to this Article VI, such Executive shall promptly
          reimburse the Corporation for the amount, if any, by which the sum
          of such payment by such insurance carrier or such plaintiff and
          payments by the Corporation to such Executive exceeds such
          indemnified amounts; provided, however, that such portions, if
          any, of such insurance proceeds that are required to be reimbursed
          to the insurance carrier under the terms of its insurance policy,
          such as 

                                       25

                                       -226-

<PAGE>

          deductible, retention, or co-insurance amounts, shall not be 
          deemed to be payments to such Executive hereunder.

     c.   Upon payment of indemnified amounts under this Article VI, the
          Corporation shall be subrogated to such Executive's rights against
          any insurance carrier in respect of such indemnified amounts and
          the Executive shall execute and deliver any and all instruments
          and/or documents and perform any and all other acts or deeds which
          the Corporation shall deem necessary or advisable to secure such
          rights.  The Executive shall do nothing to prejudice such rights
          of recovery or subrogation.

8.   WITNESS EXPENSES

     The Corporation shall advance or reimburse any and all reasonable
     Expenses incurred by or on behalf of an Executive in connection with his
     or her appearance as a witness in any Action at a time when he or she
     has not been formally named a defendant or respondent to such an Action,
     within ten days after the receipt of an Executive's written request
     therefor.

9.   CONTRIBUTION

     a.   Subject to the limitations of this Section 9, if the indemnity
          provided for in Section 1 of this Article VI is unavailable to an
          Executive for any reason whatsoever, the Corporation, in lieu of
          indemnifying the Executive, shall contribute to the amount
          incurred by or on behalf of the Executive, whether for Liabilities
          and/or for reasonable Expenses in connection with any Action in
          such proportion as deemed fair and reasonable by the Authority, or
          by a court, in light of all of the circumstances of any such
          Action, in order to reflect:

          (1)  The relative benefits received by the Corporation and the
               Executive as a result of the event(s) and/or transaction(s)
               giving cause to such Action; and/or

          (2)  The relative fault of the Corporation (and its other
               Executives, employees, and/or agents) and the Executive in
               connection with such event(s) and/or transaction(s).

     b.   The relative fault of the Corporation (and its other Executives,
          employees, and/or agents), on the one hand, and of the Executive,
          on the other hand, shall be determined by reference to, among
          other things, the parties' 

                                       26

                                       -227-

<PAGE>

          relative intent, knowledge, access to information, and opportunity
          to correct or prevent the circumstances resulting in such
          Liabilities and/or Expenses.  The Corporation agrees that it
          would not be just and equitable if contribution pursuant to this 
          Section 9 were determined by pro rata allocation or any other 
          method of allocation which does not take account of the foregoing
          equitable considerations.

     c.   An Executive shall not be entitled to contribution from the
          Corporation under this Section 9 in the event it is determined by
          the Authority, or by a court, that the Executive has engaged in
          misconduct which constitutes a Breach of Duty.

     d.   The Corporation's payment of, and an Executive's right to,
          contribution under this Section 9 shall be made and determined in
          accordance with and pursuant to the provisions in Sections 3
          and/or 4 of this Article VI relating to the Corporation's payment
          of, and the Executive's right to, indemnification under this
          Article VI.

10.  INDEMNIFICATION OF EMPLOYEES

     Unless otherwise specifically set forth in this Article VI, the
     Corporation shall indemnify and hold harmless any person who is or was a
     party, or is threatened to be made a party to any Action by reason of
     his or her status as, or the fact that he or she is or was an employee
     or authorized agent or representative of the Corporation and/or an
     Affiliate as to acts performed in the course and within the scope of
     such employee's, agent's, or representative's duties to the Corporation
     and/or an Affiliate, in accordance with and to the fullest extent 
     permitted by the Statute as it may then be in effect.

11.  SEVERABILITY

     If any provision of this Article VI shall be deemed invalid or
     inoperative, or if a court of competent jurisdiction determines that any
     of the provisions of this Article VI contravene public policy, this
     Article VI shall be construed so that the remaining provisions shall not
     be affected, but shall remain in full force and effect, and any such
     provisions which are invalid or inoperative or which contravene public
     policy shall be deemed, without further Action or deed by or on behalf
     of the Corporation, to be modified, amended, and/or limited, but only to
     the extent necessary to render the same valid and enforceable, and the
     Corporation shall indemnify an Executive as to Liabilities and
     reasonable Expenses with respect to any Action to the full extent 
     permitted by any 

                                       27

                                       -228-

<PAGE>

     applicable provision of this Article VI that shall not have been
     invalidated and to the full extent otherwise permitted by the
     Statute as it may then be in effect.

12.  NONEXCLUSIVITY OF ARTICLE VI

     The right to indemnification, contribution, and advancement of Expenses
     provided to an Executive by this Article VI shall not be deemed
     exclusive of any other rights to indemnification, contribution, and/or
     advancement of Expenses which any Executive or other employee or agent
     of the Corporation and/or of an Affiliate may be entitled under any
     charter provision, written agreement, resolution, vote of shareholders
     or disinterested directors of the Corporation or otherwise, including,
     without limitation, under the Statute as it may then be in effect, both
     as to acts in his or her official capacity as such Executive or other
     employee or agent of the Corporation and/or of an Affiliate or as to
     acts in any other capacity while holding such office or position,
     whether or not the Corporation would have the power to indemnify,
     contribute, and/or advance Expenses to the Executive under this
     Article VI or under the Statute; provided that it is not determined that
     the Executive or other employee or agent has engaged in misconduct which
     constitutes a Breach of Duty.

13.  NOTICE TO THE CORPORATION; DEFENSE OF ACTIONS

     a.   An Executive shall promptly notify the Corporation in writing upon
          being served with or having actual knowledge of any citation,
          summons, complaint, indictment, or any other similar document
          relating to any Action which may result in a claim of
          indemnification, contribution, or advancement of Expenses
          hereunder, but the omission so to notify the Corporation will not
          relieve the Corporation from any liability which it may have to
          the Executive otherwise than under this Article VI unless the
          Corporation shall have been irreparably prejudiced by such
          omission.

     b.   With respect to any such Action as to which an Executive notifies
          the Corporation of the commencement thereof:

          (1)  The Corporation shall be entitled to participate therein at
               its own expense; and

          (2)  Except as otherwise provided below, to the extent that it
               may wish, the Corporation (or any other indemnifying party,
               including any insurance carrier, similarly notified by the
               Corporation or the Executive) shall be entitled to assume
               the defense thereof, with 

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               counsel selected by the Corporation (or such other 
               indemnifying party) and reasonably satisfactory to the
               Executive.

     c.   After notice from the Corporation (or such other indemnifying
          party) to the Executive of its election to assume the defense of
          an Action, the Corporation shall not be liable to the Executive
          under this Article VI for any Expenses subsequently incurred by
          the Executive in connection with the defense thereof other than
          reasonable costs of investigation or as otherwise provided below. 
          The Executive shall have the right to employ his or her own
          counsel in such Action but the Expenses of such counsel incurred
          after notice from the Corporation (or such other indemnifying
          party) of its assumption of the defense thereof shall be at the
          expense of the Executive unless:

          (1)  The employment of counsel by the Executive has been
               authorized by the Corporation; 

          (2)  The Executive shall have reasonably concluded that there may
               be a conflict of interest between the Corporation (or such
               other indemnifying party) and the Executive in the conduct
               of the defense of such Action; or 

          (3)  The Corporation (or such other indemnifying party) shall not
               in fact have employed counsel to assume the defense of such
               Action, in each of which cases the Expenses of counsel shall
               be at the expense of the Corporation.  The Corporation shall
               not be entitled to assume the defense of any Derivative
               Action or any Action as to which the Executive shall have
               made the conclusion provided for in clause (2) above.

14.  CONTINUITY OF RIGHTS AND OBLIGATIONS

     The terms and provisions of this Article VI shall continue as to an
     Executive subsequent to the Termination Date and such terms and
     provisions shall inure to the benefit of the heirs, estate, executors,
     and administrators of such Executive and the successors and assigns of
     the Corporation, including, without limitation, any successor to the
     Corporation by way of merger, consolidation, and/or sale or disposition
     of all or substantially all of the assets or capital stock of the
     Corporation.  Except as provided herein, all rights and obligations of
     the Corporation and the Executive hereunder shall continue in full force
     and effect despite the subsequent amendment or modification of the
     Corporation's Articles of Incorporation, as such are in effect on the
     date hereof, and such rights and 

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     obligations shall not be affected by any such amendment or modification,
     any resolution of directors or shareholders of the Corporation, or by 
     any other corporate action which conflicts with or purports to amend,
     modify, limit, or eliminate any of the rights or obligations of the
     Corporation and/or of the Executive hereunder.

15.  AMENDMENT

     This Article VI may only be altered, amended, or repealed by the
     affirmative vote of a majority of the shareholders of the Corporation so
     entitled to vote; provided, however, that the Board may alter or amend
     this Article VI without such shareholder approval if any such alteration
     or amendment:

     a.   Is made in order to conform to any amendment or revision of the
          Wisconsin Business Corporation Law, including, without limitation,
          the Statute, which 

          (1)  Expands or permits the expansion of an Executive's right to
               indemnification thereunder; 

          (2)  Limits or eliminates, or permits the limitation or
               elimination, of liability of the Executives; or 

          (3)  Is otherwise beneficial to the Executives; or

     b.   In the sole judgment and discretion of the Board, does not
          materially adversely affect the rights and protections of the
          shareholders of the Corporation.

     Any repeal, modification, or amendment of this Article VI shall not
     adversely affect any rights or protections of an Executive existing
     under this Article VI immediately prior to the time of such repeal,
     modification, or amendment and any such repeal, modification, or
     amendment shall have a prospective effect only.

16.  CERTAIN DEFINITIONS

     The following terms as used in this Article VI shall be defined as
     follows:

     a.   "Action(s)" shall include, without limitation, any threatened,
          pending, or completed action, claim, litigation, suit, or
          proceeding, whether civil, criminal, administrative, arbitrative,
          or investigative, whether predicated on foreign, Federal, state,
          or local law, whether brought under and/or 

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          predicated upon the Securities Act of 1933, as amended, and/or the
          Securities Exchange Act of 1934, as amended, and/or their 
          respective state counterparts and/or any rule or regulation
          promulgated thereunder, whether a Derivative Action and whether
          formal or informal.

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

     c.   "Authority" shall mean the panel of arbitrators or independent
          legal counsel selected under Section 3 of this Article VI.

     d.   "Board" shall mean the Board of Directors of the Corporation.

     e.   "Breach of Duty" shall mean the Executive breached or failed to
          perform his or her duties to the Corporation or an Affiliate, as
          the case may be, and the Executive's breach of or failure to
          perform those duties constituted:

          (1)  A willful failure to deal fairly with the Corporation (or an
               Affiliate) or its shareholders in connection with a matter
               in which the Executive has a material conflict of interest;

          (2)  A violation of the criminal law, unless the Executive:

               (a)  Had reasonable cause to believe his or her conduct was
                    lawful; or

               (b)  Had no reasonable cause to believe his or her conduct
                    was unlawful;

          (3)  A transaction from which the Executive derived an improper
               personal profit (unless such profit is determined to be
               immaterial in light of all the circumstances of the Action);
               or

          (4)  Willful misconduct.

     f.   "Derivative Action" shall mean any Action brought by or in the
          right of the Corporation and/or an Affiliate.

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     g.   "Executive(s)" shall mean any individual who is, was, or has
          agreed to become a director and/or officer of the Corporation
          and/or an Affiliate.

     h.   "Expenses" shall include, without limitation, all expenses, fees,
          costs, charges, attorneys' fees and disbursements, other
          out-of-pocket costs, reasonable compensation for time spent by the
          Executive in connection with the Action for which he or she is not
          otherwise compensated by the Corporation, any Affiliate, any third
          party or other entity, and any and all other direct and indirect
          costs of any type or nature whatsoever.

     i.   "Liabilities" shall include, without limitation, judgments,
          amounts incurred in settlement, fines, penalties and, with respect
          to any employee benefit plan, any excise tax or penalty incurred
          in connection therewith, and any and all other liabilities of
          every type or nature whatsoever.

     j.   "Statute" shall mean Wisconsin Business Corporation Law
          Sections 180.0850-180.0859 (or any successor provisions).

     k.   "Termination Date" shall mean the date an Executive ceases, for
          whatever reason, to serve in an employment relationship with the
          Company and/or any Affiliate.


                            ARTICLE VII.  SEAL

BOARD OF DIRECTORS

The Board of Directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the words "WPS RESOURCES CORPORATION,
CORPORATE SEAL."  The continued use for any purpose of any former corporate
seal or facsimile thereof shall have the same effect as the use of the
corporate seal or facsimile thereof in the form provided by the preceding
sentence.


                        ARTICLE VIII.  AMENDMENTS

1.   The Board of Directors shall have authority to adopt, amend, or repeal
     the By-laws of this Corporation upon affirmative vote of a majority of
     the total number of directors at a meeting of the Board, the notice of
     which shall have included notice of the proposed amendment; but the
     Board of Directors shall have no power to amend any By-law or to
     reinstate any By-law repealed by the 

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                                       -233-

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     shareholders unless the shareholders shall hereafter confer such
     authority upon the Board of Directors.

2.   The shareholders shall have power to adopt, amend, or repeal any of the
     By-laws of the Corporation, at any regular or special meeting of the
     shareholders, in accordance with the provisions of Article II of these
     By-laws.  There shall be included in the notice of such regular or
     special meeting a statement of the nature of any amendment that is
     proposed for the consideration of the shareholders by the holders of at
     least 5% of the voting stock of the Corporation in a writing delivered
     to the Secretary of the Corporation not less than 90 days prior to the
     date of such meeting or by the Board of Directors.


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