Exhibit 3.4

                             BYLAWS

                               of

                WISCONSIN ELECTRIC POWER COMPANY

           As Amended to January 25, 2000, Inclusive



                       TABLE OF CONTENTS



       ARTICLE I. STOCKHOLDERS                                               1
1.01   Annual Meeting                                                        1
1.02   Special Meetings                                                      1
1.03   Place of Meetings; Postponements and Adjournments                     1
1.04   Notices to Stockholders                                               1
       (a) Required Notice                                                   1
       (b) Fundamental Transactions                                          2
1.05   Fixing of Record Date                                                 2
1.06   Quorum and Voting Requirements                                        3
1.07   Conduct of Meetings                                                   3
1.08   Voting at Meetings                                                    3
       (a) Proxies; Voting and Inspectors of Election                        3
       (b) Proxies Upon Accrual of Special Right                             3
1.09   Stockholder Unanimous Consent Without a Meeting                       4
1.10   Stockholder Waiver of Notice                                          4
1.11   Notice of Stockholder Nomination(s) and/or Proposal(s)                4

       ARTICLE II. BOARD OF DIRECTORS                                        5
2.01   Number                                                                5
2.02   Term of Office                                                        5
2.03   Election and Tenure                                                   6
2.04   Removal                                                               6
2.05   Vacancies                                                             6
2.06   Regular Meetings                                                      6
2.07   Special Meetings                                                      6
2.08   Meetings by Telephone or Other Communication Technology               7
2.09   Notice of Meetings                                                    7
2.10   Quorum                                                                7
2.11   Manner of Acting                                                      8
2.12   Committees                                                            8
2.13   Compensation                                                          8
2.14   Presumption of Assent                                                 9
2.15   Director Unanimous Consent Without a Meeting                          9

       ARTICLE III. OFFICERS                                                 9
3.01   Appointment                                                           9
3.02   Resignation and Removal                                               9
3.03   Vacancies                                                            10
3.04   Powers and Duties                                                    10

       ARTICLE IV. CERTIFICATES FOR SHARES AND THEIR TRANSFER               10
4.01   Stock Certificates and Facsimile Signatures                          10
4.02   Transfer of Stock                                                    10
4.03   Lost, Destroyed or Stolen Certificates                               11
4.04   Shares Without Certificates                                          11

       ARTICLE V. INDEMNIFICATION                                           11
5.01   Mandatory Indemnification                                            11
5.02   Certain Definitions                                                  11
5.03   Legal Enforceability                                                 12
5.04   Limitation on Modification or Termination                            12
5.05   Non-Exclusive Bylaw                                                  12

       ARTICLE VI. OTHER INDEMNIFICATION PROVISIONS                         12
6.01   Indemnification for Successful Defense                               12
6.02   Other Indemnification                                                12
6.03   Written Request                                                      13
6.04   Nonduplication                                                       13
6.05   Determination of Right to Indemnification                            13
6.06   Advance of Expenses                                                  14
6.07   Limitations on Indemnification                                       14
6.08   Court-Ordered Indemnification                                        15
6.09   Indemnification and Allowance of Expenses of Employees and Agents    15
6.10   Insurance                                                            15
6.11   Securities Law Claims                                                16
6.12   Liberal Construction                                                 16

       ARTICLE VII. CONTRACTS, CHECKS, NOTES, BONDS, ETC.                   16
7.01   Contracts                                                            16
7.02   Checks, Drafts, Etc.                                                 16

       ARTICLE VIII. FISCAL YEAR                                            17

       ARTICLE IX. CORPORATE SEAL                                           17

       ARTICLE X. EFFECT OF HEADINGS                                        17

       ARTICLE XI. AMENDMENTS                                               17
11.01  By Stockholders                                                      17
11.02  By Directors                                                         17
11.03  Implied Amendments                                                   18
11.04  Certain Voting Requirements Preserved                                18


                                ARTICLE I.
                               STOCKHOLDERS


      1.01.  Annual Meeting.  The annual meeting of the stockholders of the
corporation shall be held each year on the first business day of June, or
on such earlier or later date and at the time designated by or under the
authority of the Board of Directors, the Chairman of the Board, the
President or the Secretary, for the purpose of electing directors and for
the transaction of such other business as may properly come before the
meeting.

      1.02.  Special Meetings.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the Wisconsin
Business Corporation Law, may be called by the Chairman of the Board, the
President or a majority of the Board of Directors, or in case the meeting
is for the purpose of enabling the holders of the Six Per Cent Preferred
Stock, the $100 Par Value Serial Preferred Stock and the $25 Par Value
Serial Preferred Stock (hereinafter together called the "Preferred Stocks")
to elect directors of the corporation, upon the conditions set forth in the
Articles of Incorporation, then, upon call as therein provided.  If and as
required by the Wisconsin Business Corporation Law, a special meeting shall
be called upon written demand describing one or more purposes for which it
is to be held by holders of shares with at least 10% of the votes entitled
to be cast on any issue proposed to be considered at the meeting.  The time
and purpose or purposes of any special meeting shall be described in the
notice required by Section 1.04 of these Bylaws and only business within
the purpose(s) described in such notice shall be conducted at such meeting.

      1.03.  Place of Meetings; Postponements and Adjournments.  The Board
of Directors, the Chairman of the Board, the President or the Secretary may
designate any place, either within or without the State of Wisconsin, as
the place of meeting for any annual meeting or any special meeting,
including any adjourned meeting.  The Board of Directors, the Chairman of
the Board, the President or the Secretary may postpone any previously
scheduled annual meeting or special meeting by giving public notice of the
postponed meeting date at any time prior to the scheduled meeting date.  If
no designation is made, the place of meeting shall be the principal office
of the corporation.  Any meeting may be adjourned from time to time,
whether or not a quorum is present, by the chairperson of the meeting or by
vote of a majority of the votes entitled to be cast by the shares
represented thereat.

      1.04.  Notices to Stockholders.

      (a)  Required Notice.  Notice may be communicated by mail, private
carrier, or any other means permissible under Wisconsin law.  Written
notice stating the scheduled place, day and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be communicated or sent not less than ten (10) days, unless a
longer period is required by the Wisconsin Business Corporation Law or the
Articles of Incorporation, nor more than ninety (90) days, unless a longer
period is permitted or a shorter period is required by the Wisconsin
Business Corporation Law, before the date of the meeting, by or at the
direction of the Chairman of the Board, the President or the Secretary, to
each stockholder of record entitled to vote at such meeting or, for the
fundamental transactions described in subsections (b)(1) to (4) below, for
which the Wisconsin Business Corporation Law requires that notice be given
to stockholders not entitled to vote, to all stockholders of record.  For
purposes of this Section 1.04, notice by "electronic transmission" (as
defined in the Wisconsin Business Corporation Law) is written notice.
Written notice is effective (1) when mailed, if mailed postpaid and
addressed to the stockholder's address shown in the corporation's current
record of stockholders; (2) when electronically transmitted to the
stockholder in a manner authorized by the stockholder.  At least twenty
(20) days' notice shall be provided if the purpose, or one of the purposes,
of the meeting is to consider a plan of merger or share exchange for which
stockholder approval is required by law, or the sale, lease, exchange or
other disposition of all or substantially all of the corporation's
property, with or without good will, otherwise than in the usual and
regular course of business.  A stockholder may waive notice in accordance
with Section 1.10 of these Bylaws.

      (b)  Fundamental Transactions.  If a purpose of any stockholder
meeting is to consider either: (1) a proposed amendment to the Articles of
Incorporation (including any restated articles); (2) a plan of merger or
share exchange for which stockholder approval is required by law; (3) the
sale, lease, exchange or other disposition of all or substantially all of
the corporation's property, with or without good will, otherwise than in
the usual and regular course of business; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and
in cases (1), (2) and (3) above must be accompanied by, respectively, a
copy or summary of the: (1) proposed articles of amendment or a copy of the
restated articles that identifies any amendment or other change;
(2) proposed plan of merger or share exchange; or (3) proposed transaction
for disposition of all or substantially all of the corporation's property.
If the proposed corporate action creates dissenters' rights, the notice
must state that stockholders and beneficial stockholders are or may be
entitled to assert dissenters' rights, and must be accompanied by a copy of
Sections 180.1301 to 180.1331 (or successor provisions) of the Wisconsin
Business Corporation Law.

      1.05.  Fixing of Record Date.  The Board of Directors, or any officer
authorized by the Board of Directors,  may fix in advance a date as the
record date for one or more voting groups for any determination of
stockholders entitled to notice of a stockholders' meeting, to demand a
special meeting, to vote, or to take any other action, such date in any
case to be not more than seventy (70) days and, in case of a meeting of
stockholders, dividend or stock split, not less than ten (10) days prior to
the meeting or action requiring such determination of stockholders, and may
fix the record date for determining stockholders entitled to a share
dividend or distribution.  If within thirty (30) days after the corporation
receives one or more written demands for a special stockholder meeting that
purport to satisfy the requirements of Section 180.0702(1)(b) of the
Wisconsin Business Corporation Law (or any successor provision) no record
date has been fixed pursuant to the first sentence of this Section 1.05 for
the determination of stockholders entitled to demand such a stockholder
meeting, the record date for determining stockholders entitled to demand
such meeting shall be the date that the first stockholder signed the
demand.  If no record date has been fixed pursuant to the first sentence of
this Section 1.05 for the determination of stockholders entitled (A) to
notice of or to vote at a meeting of stockholders prior to the time that
notice of the meeting is mailed or otherwise delivered to stockholders, or
(B) to consent to action without a meeting within thirty (30) days after
the corporation receives the first written consent to stockholder action
without a meeting, (a) the close of business on the day before the first
notice of the meeting is mailed or otherwise delivered to stockholders or
(b) the date that the first stockholder signed the first written consent to
stockholder action without a meeting, respectively, shall be the record
date for the determination of such stockholders.  When a determination of
stockholders entitled to vote at any meeting of stockholders has been made
as provided in this section, such determination shall be applied to any
postponement or adjournment thereof unless the Board of Directors fixes a
new record date and except as otherwise required by law.  A new record date
must be set if a meeting is postponed or adjourned to a date more than
120 days after the date fixed for the original meeting.

      1.06.  Quorum and Voting Requirements.  Except as otherwise provided
in the Articles of Incorporation or in the Wisconsin Business Corporation
Law, a majority of the votes entitled to be cast by shares entitled to vote
as a separate voting group on a matter, represented in person or by proxy,
shall constitute a quorum of that voting group for action on that matter at
a meeting of stockholders.  If a quorum exists, action on a matter, other
than the election of directors, by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes cast
opposing the action unless a greater number of affirmative votes is
required by the Wisconsin Business Corporation Law, the Articles of
Incorporation, or any other provision of these Bylaws. If the Articles of
Incorporation or the Wisconsin Business Corporation Law provide for voting
by two (2) or more classes or voting groups on a matter, action on that
matter is taken only when voted upon by each of those voting groups counted
separately.

      1.07.  Conduct of Meetings.  The Chairman of the Board, or in his
absence or at his request, the President, and in the President's absence, a
Vice President, and in their absence, any person chosen by the stockholders
present shall call the meeting of the stockholders to order and shall act
as chairperson of the meeting, and the Secretary shall act as secretary of
all meetings of the stockholders, but, in the absence of the Secretary, the
chairperson of the meeting may appoint any other person to act as secretary
of the meeting.

      1.08.  Voting at Meetings.

      (a)  Proxies; Voting and Inspectors of Election.  At all meetings of
stockholders, a stockholder entitled to vote may vote in person or by proxy
appointed as provided in the Wisconsin Business Corporation Law.  The means
by which a stockholder or the stockholder's authorized officer, director,
employee, agent or attorney-in-fact may authorize another person to act for
the stockholder by appointing the person as proxy include:

          (1)  Appointment of a proxy in writing by signing or causing the
stockholder's signature to be affixed to an appointment form by any
reasonable means, including, but not limited to, by facsimile signature.

          (2)  Appointment of a proxy by transmitting or authorizing the
transmission of an electronic transmission of the appointment to the person
who will be appointed as proxy or to a proxy solicitation firm, proxy
support service organization or like agent authorized to receive the
transmission by the person who will be appointed as proxy.  Every
electronic transmission shall contain, or be accompanied by, information
that can be used to reasonably determine that the stockholder transmitted
or authorized the transmission of the electronic transmission.  Any person
charged with determining whether a stockholder transmitted or authorized
the transmission of the electronic transmission shall specify the
information upon which the determination is made.

     An appointment of a proxy is effective when a signed appointment form
or an electronic transmission of the appointment is received by the
inspector of election or the officer or agent of the corporation authorized
to tabulate votes.  An appointment is valid for 11 months unless a
different period is expressly provided in the appointment.  An appointment
of a proxy is revocable unless the appointment form or electronic
transmission states that it is irrevocable and the appointment is coupled
with an interest.  The presence of a stockholder who has made an effective
proxy appointment shall not of itself constitute a revocation.

     Voting at meetings of stockholders need not be by written ballot
unless so determined by the Board of Directors, the Chairman of the Board,
the President or the Secretary.  Voting at meetings of stockholders shall
be conducted by one or more inspectors of election appointed by the Board
of Directors, the Chairman of the Board, the President or the Secretary.
However, no director or person who is a candidate for the office of
director shall be appointed as such inspector.  The inspectors, or persons
representing the inspector if the inspector is an institution, before
entering upon the discharge of their duties, shall take and subscribe an
oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of their ability.

      (b)  Proxies Upon Accrual of Special Right.  In connection with the
first election of a majority of the members of the Board of Directors by
the holders of the Preferred Stocks upon accrual of the special right of
such holders to elect a majority of the members of the Board, as provided
in Article III of the Articles of Incorporation, the corporation shall
prepare and mail to such holders of record such proxy forms, communications
and documents as may be deemed appropriate (and also such as may be
required by any governmental authority having jurisdiction) for the purpose
of soliciting proxies for the election of directors by such holders, voting
separately as a class without regard to series.

      1.09.  Stockholder Unanimous Consent Without a Meeting.  Any action
required by the Articles of Incorporation, Bylaws or any provision of law
to be taken at a meeting of stockholders or any other action which may be
taken at such a meeting may be taken without a meeting if consent in
writing setting forth the action so taken shall be signed by all of the
stockholders entitled to vote with respect to the subject matter thereof
and such consent shall have the same force and effect as a unanimous vote.

      1.10.  Stockholder Waiver of Notice.  A stockholder may waive any
notice required by the Wisconsin Business Corporation Law, the Articles of
Incorporation or these Bylaws before or after the date and time stated in
the notice.  The waiver shall be in writing and signed by the stockholder
entitled to the notice, shall contain the same information that would have
been required in the notice under the Wisconsin Business Corporation Law
except that the time and place of meeting need not be stated, and shall be
delivered to the corporation for inclusion in the corporate records.  A
stockholder's attendance at a meeting, in person or by proxy, waives
objection to both of the following:

          (a)  Lack of notice or defective notice of the meeting, unless
     the stockholder 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
     stockholder objects to considering the matter when it is presented.

      1.11.  Notice of Stockholder Nomination(s) and/or Proposal(s).
Except with respect to nomination(s) or proposal(s) adopted or recommended
by the Board of Directors for inclusion in the corporation's proxy
statement for its annual meeting, a stockholder entitled to vote at a
meeting may nominate a person or persons for election as director(s) or
propose action(s) to be taken at a meeting only if written notice of any
stockholder nomination(s) and/or proposal(s) to be considered for a vote at
an annual meeting of stockholders is delivered personally or mailed by
Certified Mail-Return Receipt Requested at least seventy (70) days and not
more than one hundred (100) days before the scheduled date of such meeting
to the Secretary of the corporation at the principal business office of the
corporation.  With respect to stockholder nomination(s) for the election of
directors each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination(s), of any beneficial owner
of shares on whose behalf such nomination is being made and of the person
or persons to be nominated; (b) a representation that the stockholder is a
holder of record of stock of the corporation entitled to vote at such
meeting (including the number of shares the stockholder owns as of the
record date (or as of the most recent practicable date if no record date
has been set) and the length of time the shares have been held) and intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements and
understandings between the stockholder or any beneficial holder on whose
behalf it holds such shares, and their respective affiliates, and each
nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission (whether or not such rules are applicable) had each nominee been
nominated, or intended to be nominated, by the Board of Directors; and
(e) the consent of each nominee to serve as a director of the corporation
if so elected.  With respect to stockholder proposal(s) for action(s) to be
taken at an annual meeting of stockholders, the notice shall clearly set
forth: (a) the name and address of the stockholder who intends to make the
proposal(s); (b) a representation that the stockholder is a holder of
record of the stock of the corporation entitled to vote at the meeting
(including the number of shares the stockholder owns as of the record date
(or as of the most recent practicable date if no record date has been set)
and the length of time the shares have been held) and intends to appear in
person or by proxy to make the proposal(s) specified in the notice; (c) the
proposal(s) and a brief supporting statement of such proposal(s); and
(d) such other information regarding the proposal(s) as would have been
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission (whether or not such
rules are applicable).

     Except with respect to nomination(s) or proposal(s) adopted or
recommended by the Board of Directors for inclusion in the notice to
stockholders for a special meeting of stockholders, a stockholder entitled
to vote at a special meeting may nominate a person or persons for election
as director(s) and/or propose action(s) to be taken at a meeting only if
written notice of any stockholder nomination(s) and/or proposal(s) to be
considered for a vote at a special meeting is delivered personally or
mailed by Certified Mail-Return Receipt Requested to the Secretary of the
corporation at the principal business office of the corporation so that it
is received in a reasonable period of time before such special meeting and
only if such nomination or proposal is within the purposes described in the
notice to stockholders of the special meeting.  All other notice
requirements regarding stockholder nomination(s) and/or proposal(s)
applicable to annual meetings also apply to nomination(s) and/or
proposal(s) for special meetings.

     The chairperson of the meeting may refuse to acknowledge the
nomination(s) and/or proposal(s) of any person made without compliance with
the foregoing procedures.  This section shall not affect the corporation's
rights or responsibilities with respect to its proxies or proxy statement
for any meeting.


                          ARTICLE II.
                       BOARD OF DIRECTORS


      2.01.  Number.  The number of directors constituting the whole Board
of Directors shall be such number as shall be fixed from time to time by
the affirmative vote of the whole Board but in no event shall the number be
less than three.  The number of directors at any time constituting the
whole Board shall not be reduced so as to shorten the term of any director
then in office.  Directors need not be stockholders of the corporation.

      2.02.  Term of Office.  The directors shall hold office until the
next annual meeting of stockholders at which their respective terms of
office shall expire and until their respective successors are duly elected
and qualified, unless their term of office shall be sooner terminated as
provided in the Articles of Incorporation in connection with the accrual of
the special right of the holders of the Preferred Stocks to elect a
majority of the members of the Board of Directors in the event of certain
dividend defaults.

      2.03.  Election and Tenure.  Unless action is taken without a meeting
under these Bylaws, directors shall be elected by a plurality of the votes
cast by the shares entitled to vote in the election at a stockholders
meeting at which a quorum is present.  Each director shall hold office
until the end of such director's term and until such director's successor
has been elected, or until such director's prior death, resignation or
removal.  A director may resign at any time by filing a written resignation
with the Secretary of the corporation.

      2.04.  Removal.  Subject to the remainder of this Section 2.04, the
shareholders may remove one or more directors from office as provided in
the Wisconsin Business Corporation Law.  During any continuance of the
special right of the holders of the Preferred Stocks to elect a majority of
the members of the Board, as provided in Article III of the Articles of
Incorporation, at any meeting of the stockholders, the holders of a
majority of the votes entitled to be cast by shares of the Preferred Stocks
of the corporation, voting separately as a class without regard to series,
may remove any director theretofore elected by the holders of the Preferred
Stocks or elected by the Board to fill a vacancy among the directors
elected by the holders of the Preferred Stocks, and may fill any vacancy in
the Board for the unexpired term thus caused; and the holders of a majority
of the votes entitled to be cast by the shares of Common Stock of the
corporation, voting separately as a class, may remove any director
theretofore elected by the Common stockholders or elected by the Board to
fill a vacancy among the directors elected by the Common stockholders, and
may fill the vacancy in the Board for the unexpired term thus caused.

      2.05.  Vacancies.  Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may
be filled by the stockholders or the Board of Directors.  If the directors
remaining in office constitute fewer than a quorum of the Board, the
directors may fill a vacancy by the affirmative vote of a majority of all
directors remaining in office.  Each director so elected shall hold office
for a term expiring at the next annual stockholders' meeting.  However, if
the vacant office was held by a director elected by the holders of the
Preferred Stocks or by the holders of the Common Stock, only the holders of
shares of that voting group may vote to fill the vacancy if it is filled by
the shareholders, and only the remaining directors elected by that voting
group may vote to fill the vacancy if it is filled by the directors.

      2.06.  Regular Meetings.  Regular meetings of the Board of Directors
and any committee thereof shall be held at such time and place, either
within or without the State of Wisconsin, as may from time to time be fixed
by the Board or such committee without other notice than the schedule
prepared by the Secretary or the resolution or other action of the Board or
committee establishing the time and place of such regular meetings.

      2.07.  Special Meetings.  Special meetings of the Board of Directors
may be called by or at the request of the Board of Directors, the Executive
Committee, the Chairman of the Board, the President, any committee
designated by the Board with specific authority to do such or any two
(2) directors.  Special meetings of any committee may be called by or at
the request of the foregoing persons or the chairman of the committee. The
persons calling any special meeting of the Board of Directors or committee
may fix any place, either within or without the State of Wisconsin, as the
place for holding any special meeting called by them, and if no other place
is fixed the place of meeting shall be the principal business office of the
corporation.

      2.08.  Meetings by Telephone or Other Communication Technology.
(a) Any or all directors may participate in a regular or special meeting of
the Board of Directors or in a committee meeting by, or conduct the meeting
through the use of, telephone or any other means of communication by which
either: (i) all participating directors may simultaneously hear each other
during the meeting or (ii) all communication during the meeting is
immediately transmitted to each participating director, and each
participating director is able to immediately send messages to all other
participating directors.

     (b)  If a meeting will be conducted through the use of any means
described in paragraph (a), all participating directors shall be informed
that a meeting is taking place at which official business may be
transacted.  A director participating in a meeting by any means described
in paragraph (a) is deemed to be present in person at the meeting.

      2.09.  Notice of Meetings.  Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 2.06 of
these Bylaws) shall be given by written notice delivered personally or
mailed or given by telephone or telegram 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 6 hours prior
thereto. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon
prepaid.  If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company; if by
telephone, at the time the call is completed.  Whenever any notice whatever
is required to be given to any director of the corporation under the
Articles of Incorporation, Bylaws or any provision of law, a waiver thereof
in writing, signed at any time, whether before or after the time of
meeting, by the director entitled to such notice, shall be deemed
equivalent to the giving of such notice.  The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting and objects thereat to the transaction of any
business because the meeting is not lawfully called or convened.  Neither
the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board need be specified in the notice or waiver of
notice of such meeting.

      2.10.  Quorum.  Except as otherwise provided by the Wisconsin
Business Corporation Law or these Bylaws, a majority of the number of
directors as provided in or pursuant to Section 2.01 shall constitute a
quorum of the Board of Directors, and a majority of the number of directors
appointed to serve on a committee shall constitute a quorum of the
committee.  If at any meeting of the Board of Directors or any committee
thereof there shall be less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall have been
obtained, when any business may be transacted which might have been
transacted at the meeting as first convened had there been a quorum.

      2.11.  Manner of Acting.  The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors or any committee thereof unless the
affirmative vote of a greater number is otherwise required by the Wisconsin
Business Corporation Law, the Articles of Incorporation, the Bylaws or any
provision of law.

      2.12.  Committees.  The Board of Directors, by resolution adopted by
the affirmative vote of a majority of all the directors then in office, may
create one or more committees, each committee to consist of two (2) or more
directors appointed by the Board of Directors to serve as members of the
committee, which to the extent provided in the resolution as initially
adopted, and as thereafter supplemented or amended by further resolution
adopted by a like vote, may exercise the authority of the Board of
Directors.  Notwithstanding the foregoing, no committee may: (a) authorize
distributions; (b) approve or propose to stockholders action that the
Wisconsin Business Corporation Law requires be approved by stockholders;
(c) fill vacancies on the Board of Directors or any of its committees,
except that the Board of Directors may provide by resolution that any
vacancies on a committee shall be filled by the affirmative vote of a
majority of the remaining committee members; (d) amend the Articles of
Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of
merger not requiring stockholder approval; (g) authorize or approve
reacquisition of shares, except according to a formula or method prescribed
by the Board of Directors; or (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
within limits prescribed by the Board of Directors.

     Unless otherwise provided by the Board of Directors, members of any
committee shall serve at the pleasure of the Board of Directors.  The Board
of Directors may elect one or more of its members as alternate members of
any such committee who may take the place of any absent member or members
at any meeting of such committee, upon request by the Chairman of the Board
or upon request by the chairperson of such meeting.  Each such committee
shall fix its own rules (consistent with the Wisconsin Business Corporation
Law, the Articles of Incorporation and these Bylaws) governing the conduct
of its activities and shall make such reports to the Board of Directors of
its activities as the Board of Directors may request.  Unless otherwise
provided by the Board of Directors in creating a committee, a committee may
employ counsel, accountants and other consultants to assist it in the
exercise of authority.

     The provisions of Section 2.09 shall also apply to notice and waiver
of notice of meetings of any committee of the Board of Directors.

      2.13.  Compensation.  The Board of Directors, by affirmative vote of
a majority of the directors then in office, and irrespective of any
personal interest of any of its members, may (a) establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise, and the manner and time and payment thereof,
(b) 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, and (c) provide for reimbursement of reasonable expenses
incurred in the performance of directors' duties.

      2.14.  Presumption of Assent.  A director who is present and is
announced as present at a meeting of the Board of Directors or a committee
thereof at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless (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, or (b) the director's
dissent or abstention from the action taken is entered in the minutes of
the meeting, or (c) the director delivers his or her written notice of
dissent or abstention to the presiding officer of the meeting before the
adjournment thereof or to the corporation immediately after the adjournment
of the meeting, or (d) the director dissents or abstains from an action
taken, minutes of the meeting are prepared that fail to show the director's
dissent or abstention and the director delivers to the corporation a
written notice of that failure promptly after receiving the minutes.  Such
right to dissent or abstain shall not apply to a director who voted in
favor of an action.

      2.15.  Director Unanimous Consent Without a Meeting.  Any action
required or permitted by the Articles of Incorporation, these Bylaws or any
provision of law to be taken at a Board of Directors meeting or committee
meeting may be taken without a meeting if the action is taken by all
members of the Board or committee.  The action shall be evidenced by one or
more written consents describing the action taken, signed by each director
and retained by the corporation.  Action taken hereunder is effective when
the last director signs the consent, unless the consent specifies a
different effective date.  A consent signed hereunder has the effect of a
unanimous vote taken at a meeting at which all directors or committee
members were present, and may be described as such in any document.


                          ARTICLE III.
                            OFFICERS


      3.01.  Appointment.  The officers of the corporation shall include a
Chairman of the Board, a President, one or more Vice Presidents, a
Treasurer, and a Corporate Secretary.  The Chairman of the Board and the
officers designated by the Board of Directors as "executive officers" for
purposes of the Securities Exchange Act of 1934 shall be appointed by the
Board of Directors.  The Board of Directors shall also designate a Chief
Executive Officer, a Chief Operating Officer and a Chief Financial Officer.
Such other officers and assistant officers as may be deemed necessary may
be appointed by the Board of Directors or the Chief Executive Officer.  Any
two or more offices may be held by the same person.

      3.02.  Resignation and Removal.  An officer shall hold office until
he or she resigns, dies, is removed hereunder, or a different person is
appointed to the office.  An officer may resign at any time by delivering
an appropriate written notice to the corporation.  The resignation is
effective when the notice is delivered, unless the notice specifies a later
effective date and the corporation accepts the later effective date.  Any
officer may be removed from office by the affirmative vote of a majority of
the whole Board of Directors and, unless restricted by the Board of
Directors, any officer or assistant officer appointed by the Chief
Executive Officer may be removed by the Chief Executive Officer, at any
time, with or without cause and notwithstanding the contract rights, if
any, of the person removed.  Except as provided in the preceding sentence,
the resignation or removal is subject to any remedies provided by any
contract between the officer and the corporation or otherwise provided by
law.  Appointment shall not of itself create contract rights.

      3.03.  Vacancies.  A vacancy in any office because of death,
resignation, removal or otherwise, may be filled by the Board of Directors
or the Chief Executive Officer, as appropriate.  The Board of Directors or
the Chief Executive Officer, as appropriate, may, from time to time, omit
to appoint one or more officers or may omit to fill a vacancy, and in such
case, the designated duties of such officer, unless otherwise provided in
these Bylaws, shall be discharged by the Chief Executive Officer or such
other officers as he or she may designate.

      3.04.  Powers and Duties.  Subject to such limitations as the Board
of Directors may from time to time prescribe, the officers of the
corporation shall each have such powers and duties as generally pertain to
their respective offices, as well as such powers and duties as from time to
time may be conferred by the Chief Executive Officer or the Board of
Directors.


                          ARTICLE IV.
           CERTIFICATES FOR SHARES AND THEIR TRANSFER


      4.01.  Stock Certificates and Facsimile Signatures.  The certificates
for shares of stock of the corporation shall be signed either manually or
by facsimile signature by the Chief Executive Officer, the President or a
Vice President, and by the Secretary or an Assistant Secretary of the
corporation, or any other officer or officers that the Board of Directors
designates, and may be sealed with the seal of the corporation.

     The certificates for shares shall be countersigned and registered
either manually or by facsimile signature in such manner, if any, as the
Board of Directors may from time to time prescribe.  The transfer agent and
the registrar may, but need not be, the same person or agency.  In the
event that the corporation or its agent is acting in the dual capacity of
transfer agent and registrar, a single manual or facsimile signature may be
used.

     In case any such person acting as an officer, transfer agent or
registrar, who has signed, or whose facsimile signature has been placed
upon such certificate, shall have ceased to be such officer, transfer agent
or registrar, before such certificate is issued, it may be used by the
corporation with the same effect as if such person had not ceased to be
such at the date of its issue.

      4.02.  Transfer of Stock.  The shares of stock of the corporation
shall be transferable on the books of the corporation upon request by the
holders thereof or by duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares of the same class
and series of stock, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the
authenticity of the signature as the corporation or its agents may
reasonably require.

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

      4.03.  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 and (c) satisfies such other reasonable
requirements as may be prescribed by or under the authority of the Board of
Directors.

      4.04.  Shares Without Certificates.  The Board of Directors may
authorize the issuance of any shares of any of its classes or series
without certificates.  The authorization does not affect shares already
represented by certificates until the certificates are surrendered to the
corporation.  Within a reasonable time after the issuance or transfer of
shares without certificates, the corporation shall send the stockholder a
written statement that includes (1) all of the information required on
share certificates and (2) any transfer restrictions applicable to the
shares.


                           ARTICLE V.
                        INDEMNIFICATION


      5.01.  Mandatory Indemnification.  The corporation shall indemnify to
the fullest extent permitted by law any person who is or was a party or
threatened to be made a party to any legal proceeding by reason of the fact
that such person is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director or officer
of another enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such legal proceeding.

      5.02.  Certain Definitions.  As used in this Article V,
(a) "indemnify" includes the advancement of expenses upon receipt of an
undertaking to repay upon specified conditions, (b) "fullest extent
permitted by law" means the fullest extent to which indemnity may lawfully
be provided by, pursuant to or consistently with, the provisions of
Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law (or
any successor provisions) or any other applicable law, whether statutory or
otherwise, (c) "person" includes the person's heirs, executors and
administrators, (d) "legal proceeding" means any threatened, pending or
completed action, suit or proceeding, whether or not by or in right of the
corporation, (e) "other enterprise" includes any corporation, partnership,
joint venture, trust, dividend reinvestment plan, stock purchase plan,
employee benefit plan or other plan or entity, (f) "expenses" include
expenses in the enforcement of rights under this Bylaw and any excise taxes
assessed with respect to an employee benefit plan and (g) in respect of any
of such plans, (i) "serving at the request of the corporation as a director
or officer" includes serving at the request of the corporation in any
capacity that involves services or duties with respect to the plan or its
participants or beneficiaries and (ii) action reasonably believed to be in
the interest of such participants or beneficiaries shall be deemed
reasonably believed to be in, or not opposed to, the best interests of the
corporation.

      5.03.  Legal Enforceability.  The rights provided to any person by
the terms of this Article V shall be legally enforceable against the
corporation by such person, who shall be presumed to have relied on the
provisions of this Article V in undertaking or continuing any of the
positions with the corporation or other enterprise referred to in
Section 5.01.

      5.04.  Limitation on Modification or Termination.  No modification or
termination of this Article V shall be effected which would impair any
rights hereunder arising at any time out of events occurring prior to such
modification or termination.

      5.05.  Non-Exclusive Bylaw.  This Article V is not intended to be
exclusive and accordingly shall not be construed as impairing in any way
the power and authority of the corporation, to the extent legally
permissible without regard to this Article V, in its discretion to
indemnify or agree to indemnify, or to purchase insurance indemnifying, any
employee, agent or other person.


                          ARTICLE VI.
                OTHER INDEMNIFICATION PROVISIONS


      6.01.  Indemnification for Successful Defense.  Within twenty (20)
days after receipt of a written request pursuant to Section 6.03, the
corporation shall indemnify a director or officer, to the extent he or she
has been successful on the merits or otherwise in the defense of a
proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director or officer
of the corporation.

      6.02.  Other Indemnification.  (a) In cases not included under
Section 6.01, the corporation shall indemnify a director or officer against
all liabilities and expenses incurred by the director or officer in a
proceeding to which the director or officer was a party because he or she
is a director or officer of the corporation, unless liability was incurred
because the director or officer breached or failed to perform a duty he or
she owes to the corporation and the breach or failure to perform
constitutes any of the following:

          (1)  A willful failure to deal fairly with the corporation or its
     stockholders in connection with a matter in which the director or
     officer has a material conflict of interest.

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

          (3)  A transaction from which the director or officer derived an
     improper personal profit.

               (4)  Willful misconduct.

     (b)  Determination of whether indemnification is required under this
Section or Article V shall be made pursuant to Section 6.05.

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

      6.03.  Written Request.  A director or officer who seeks
indemnification under Article V or Sections 6.01 or 6.02 shall make a
written request to the corporation.

      6.04.  Nonduplication.  The corporation shall not indemnify a
director or officer under Sections 6.01 or 6.02 if the director or officer
has previously received indemnification or allowance of expenses from any
person, including the corporation, in connection with the same proceeding.
However, the director or officer has no duty to look to any other person
for indemnification.

      6.05.  Determination of Right to Indemnification.  (a) Unless
otherwise provided by the Articles of Incorporation or by written agreement
between the director or officer and the corporation, the director or
officer seeking indemnification under Article V or Section 6.02 shall
select one of the following means for determining his or her right to
indemnification:

          (1)  By a majority vote of a quorum of the Board of Directors
     consisting of directors not at the time parties to the same or related
     proceedings.  If a quorum of disinterested directors cannot be
     obtained, by majority vote of a committee duly appointed by the Board
     of Directors and consisting solely of two (2) or more directors who
     are not at the time parties to the same or related proceedings.
     Directors who are parties to the same or related proceedings may
     participate in the designation of members of the committee.

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

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

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

          (5)  By a court under Section 6.08.

          (6)  By any other method provided for in any additional right to
     indemnification.

     (b)  In any determination under (a), the burden of proof is on the
corporation to prove by clear and convincing evidence that indemnification
under Article V or Section 6.02 should not be allowed.

     (c)  A written determination as to a director's or officer's
indemnification under Article V or Section 6.02 shall be submitted to both
the corporation and the director or officer within 60 days of the selection
made under (a).

     (d)  If it is determined that indemnification is required under
Article V or Section 6.02, the corporation shall pay all liabilities and
expenses not prohibited by Section 6.04 within ten (10) days after receipt
of the written determination under (c).  The corporation shall also pay all
expenses incurred by the director or officer in the determination process
under (a).

      6.06.  Advance of Expenses.  Within ten (10) days after receipt of a
written request by a director or officer who is a party to a proceeding,
the corporation shall pay or reimburse his or her reasonable expenses as
incurred if the director or officer provides the corporation with all of
the following:

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

          (2)  A written undertaking, executed personally or on his or her
     behalf, to repay the allowance to the extent that it is ultimately
     determined under Section 6.05 that indemnification under Article V or
     Section 6.02 is not required and that indemnification is not ordered
     by a court under Section 6.08(b)(2). The undertaking under this
     subsection shall be an unlimited general obligation of the director or
     officer and may be accepted without reference to his or her ability to
     repay the allowance.  The undertaking may be secured or unsecured.

      6.07.  Limitations on Indemnification.  (a) Regardless of the
existence or rights under these Bylaws and additional rights to
indemnification under any agreement with the corporation, the corporation
shall not indemnify a director or officer, or permit a director or officer
to retain any allowance of expenses, unless it is determined by or on
behalf of the corporation that the director or officer did not breach or
fail to perform a duty he or she owes to the corporation which constitutes
conduct under Section 6.02(a)(1), (2), (3) or (4).  A director or officer
who is a party to the same or related proceedings for which indemnification
or an allowance of expenses is sought may not participate in a
determination under this subsection.

      (b)  Sections 6.01 to 6.12 do not affect the corporation's power to
pay or reimburse expenses incurred by a director or officer in any of the
following circumstances.

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

          (2)  As a plaintiff or petitioner in a proceeding because he or
     she is or was an employee, agent, director or officer of the
     corporation.

      6.08.  Court-Ordered Indemnification.  (a) Except as provided
otherwise by written agreement between the director or officer and the
corporation, a director or officer who is a party to a proceeding may apply
for indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. Application shall be made for an initial
determination by the court under Section 6.05(a)(5) or for review by the
court of an adverse determination under Section 6.05(a) (1), (2), (3), (4)
or (6).  After receipt of an application, the court shall give any notice
it considers necessary.

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

          (1)  That the director or officer is entitled to indemnification
     under Article V or Sections 6.01 or 6.02.

          (2)  That the director or officer is fairly and reasonably
     entitled to indemnification in view of all the relevant circumstances,
     regardless of whether indemnification is required under Article V or
     Section 6.02.

     (c)  If the court determines under (b) that the director or officer is
entitled to indemnification, the corporation shall pay the director's or
officer's expenses incurred to obtain the court-ordered indemnification.

      6.09.  Indemnification and Allowance of Expenses of Employees and
Agents.  The corporation shall indemnify an employee of the corporation who
is not a director or officer of the corporation, to the extent that he or
she has been successful on the merits or otherwise in defense of a
proceeding, for all reasonable expenses incurred in the proceeding if the
employee was a party because he or she was an employee of the corporation.
In addition, the corporation may indemnify and allow reasonable expenses of
an employee or agent who is not a director or officer of the corporation to
the extent provided by the Articles of Incorporation or these Bylaws, by
general or specific action of the Board of Directors or by contract.

      6.10.  Insurance.  The corporation may purchase and maintain
insurance on behalf of an individual who is an employee, agent, director or
officer of the corporation against liability asserted against or incurred
by the individual in his or her capacity as an employee, agent, director or
officer, regardless of whether the corporation is required or authorized to
indemnify or allow expenses to the individual against the same liability
under Article V or Sections 6.01, 6.02, 6.06, 6.07 and 6.09.

      6.11.  Securities Law Claims.  (a) Pursuant to the public policy of
the State of Wisconsin, the corporation shall provide indemnification and
allowance of expenses and may insure for any liability incurred in
connection with a proceeding involving securities regulation described
under (b) to the extent required or permitted under Article V or Sections
6.01 to 6.10.

     (b)  Article V and Sections 6.01 to 6.10 apply, to the extent
applicable to any other proceeding, to any proceeding involving a federal
or state statute, rule or regulation regulating the offer, sale or purchase
of securities, securities brokers or dealers, or investment companies or
investment advisers.

      6.12.  Liberal Construction.  In order for the corporation to obtain
and retain qualified directors, officers and employees, the foregoing
provisions shall be liberally administered in order to afford maximum
indemnification of directors, officers and, where Section 6.09 of these
Bylaws applies, employees.  The indemnification above provided for shall be
granted in all applicable cases unless to do so would clearly contravene
law, controlling precedent or public policy.


                          ARTICLE VII.
             CONTRACTS, CHECKS, NOTES, BONDS, ETC.


      7.01.  Contracts.  The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute or
deliver any document or instrument, whether of conveyance or otherwise, in
the name of and on behalf of the corporation, and such authorization may be
general or confined to specific instances.

      7.02.  Checks, Drafts, Etc.  All checks and drafts on the
corporation's bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of
money, shall be signed or, in the case of wire transfers, shall be
authorized by such officer or officers, employee or employees or agent or
agents as shall be thereunto authorized from time to time by the Board of
Directors; provided that checks drawn on the corporation's bank accounts
may bear the facsimile signature of such officer or officers, employee or
employees, or agent or agents as the Board of Directors shall authorize;
and provided further that in the case of notes, bonds or debentures issued
under a trust instrument of the corporation and required to be signed by
two officers of the corporation, the signatures of either or both of such
officers may be in facsimile if specifically authorized and directed by the
Board of Directors of the corporation and if such notes, bonds or
debentures are required to be authenticated by a corporate trustee which is
a party to the trust instrument.  In case any such officer who has signed
or whose facsimile signature has been placed upon such instrument shall
have ceased to be such officer before such instrument is issued, it may be
issued by the corporation with the same effect as if such officer had not
ceased to be such at the date of its issue.


                         ARTICLE VIII.
                          FISCAL YEAR


     The fiscal year of the corporation shall begin on the first day of
January in each year and shall end on the thirty-first day of
December following.


                          ARTICLE IX.
                         CORPORATE SEAL


     The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Jan. 29, 1896."


                           ARTICLE X.
                       EFFECT OF HEADINGS


     The descriptive headings and references to Articles and Sections in
these Bylaws were formulated, used and inserted herein for convenience only
and shall not be deemed to affect the meaning or construction of any of the
provisions hereof.


                          ARTICLE XI.
                           AMENDMENTS

      11.01.  By Stockholders.  These Bylaws may be amended or repealed and
new Bylaws may be adopted by the stockholders by the vote provided in
Section 1.06 of these Bylaws except as specifically provided below or in
the Articles of Incorporation.  If authorized by the Articles of
Incorporation, the stockholders may adopt or amend a Bylaw that fixes a
greater or lower quorum requirement or a greater voting requirement for
stockholders or voting groups of stockholders than otherwise is provided in
the Wisconsin Business Corporation Law.  The adoption or amendment of a
Bylaw that adds, changes or deletes a greater or lower quorum requirement
or a greater voting requirement for stockholders must meet the same quorum
requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect.

      11.02.  By Directors.  Except as the Articles of Incorporation may
otherwise provide, these Bylaws may also be amended or repealed and new
Bylaws may be adopted by the Board of Directors by the vote provided in
Sections 2.10 and 2.11, but (a) no Bylaw adopted by the stockholders shall
be amended, repealed or readopted by the Board of Directors if such Bylaw
provides that it may not be amended, repealed or readopted by the Board of
Directors and (b) a Bylaw adopted or amended by the stockholders that fixes
a greater or lower quorum requirement or a greater voting requirement for
the Board of Directors than otherwise is provided in the Wisconsin Business
Corporation Law may not be amended or repealed by the Board of Directors
unless the Bylaw expressly provides that it may be amended or repealed by a
specified vote of the Board of Directors. Action by the Board of Directors
to adopt or amend a Bylaw that changes the quorum or voting requirement for
the Board of Directors must meet the same quorum requirement and be adopted
by the same vote required to take action under the quorum and voting
requirement then in effect, unless a different voting requirement is
specified as provided by the preceding sentence.  A Bylaw that fixes a
greater or lower quorum requirement or a greater voting requirement for
stockholders or voting groups of stockholders than otherwise is provided in
the Wisconsin Business Corporation Law may not be adopted, amended or
repealed by the Board of Directors.

      11.03.  Implied Amendments.  Any action taken or authorized by the
stockholders or by the Board of Directors, which would be inconsistent with
the Bylaws then in effect but is taken or authorized by a vote that would
be sufficient to amend the Bylaws so that the Bylaws would be consistent
with such action, shall be given the same effect as though the Bylaws had
been temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.

      11.04.  Certain Voting Requirements Preserved.  If the corporation
had a Bylaw in effect on December 31, 1990, that establishes a greater
shareholder voting requirement than one required under the Wisconsin
Business Corporation Law, that voting requirement applies until the Bylaw
is amended or repealed.