EXHIBIT 3B-2 

                   WISCONSIN PUBLIC SERVICE 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, the President, 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 give notice of such a
    special meeting within 30 days after the date that the demand is

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    delivered to the Corporation.  If the holders of the Preferred Stock
    shall become entitled, as provided by Article II of the Articles of
    Incorporation, to elect members of the Board of Directors, special
    meetings of the shareholders shall be held upon call as provided in said
    Article III.

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 address as it appears in the records of the
    Corporation.

    a.  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.

    b.  In connection with the election of members of the Board of Directors
        by the holders of the Preferred Stock pursuant to Article III of the
        Articles of Incorporation, the Corporation shall prepare and mail to
        the holders of record of Preferred Stock such proxy forms,
        communications, and documents as may be deemed appropriate and as
        may be required by any governmental authority having jurisdiction
        thereof.

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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 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.  

    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

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    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.

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 quorum shall be present or represented, any 

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

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    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, 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 1988 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 after the
    1988 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.

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4.  QUALIFICATIONS

    No director elected to such office for the first time after January 1,
    1972 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 business address or
    at such other address as such director shall have designated in writing
    filed with the Secretary, in each case not 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

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    Corporation under the Articles of Incorporation, 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,
    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, by the Articles of Incorporation, or
    by 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.

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 V of the Articles of Incorporation.

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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.

    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 

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    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.

    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 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 

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    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 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 

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    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 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
        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 inability or refusal to
    act, his 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 

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    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 or her 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.

6.  SECRETARY

    The Secretary shall attend, and keep the minutes of, meetings of the
    shareholders, the Board of Directors and, unless otherwise directed by
    any such committee, 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 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 

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    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.

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 successor shall have been duly
    elected and qualified, or until his 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.

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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 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 

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    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.

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 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.

    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

    b.  The Corporation had no duty to inquire into adverse claims or has
        discharged any such duty.

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    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.

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 

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                                       -251-

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        Liabilities and reasonable Expenses incurred by or on behalf of an
        Executive in connection with any Action, including, without
        limitation, in 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.

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

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                                       -252-

<PAGE>

        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, 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
               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.

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                                       -253-

<PAGE>

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, 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.

    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 of this Article VI 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

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                                       -254-

<PAGE>

        (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.

    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 

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                                       -255-

<PAGE>

        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 therefore, the Executive may
               petition the court before 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 Section 1b of this Article VI, as the case may
        be.

    e.  If the court determines pursuant to this Section 4 of this Article
        VI 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 of this 

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                                       -256-

<PAGE>

        Article VI, 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 of this Article VI 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, 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, 

                                       23

                                       -257-

<PAGE>

        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 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
    therefore.

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 

                                       24

                                       -258-

<PAGE>

        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' 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.

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                                       -259-

<PAGE>

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
    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.

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    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 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 

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    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 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.

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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 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.

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                                       -263-

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

    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 "WISCONSIN PUBLIC SERVICE
CORPORATION, GREEN BAY, WIS., 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 

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                                       -264-

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    power to amend any By-law adopted or amended by the shareholders after 
    May 23, 1972, or to reinstate any By-law repealed by the shareholders
    after May 23, 1972, 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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