EXHIBIT 3B-1


                        WPS RESOURCES CORPORATION

                                 BY-LAWS

                     As in Effect February 10, 2000


                           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 ("Annual Meeting") shall be held
     each year not later than the fourth Tuesday in May, at such time or on
     such day as may be designated by resolution of the Board of Directors.
     In fixing a meeting date for any Annual Meeting, the Board of Directors
     may consider such factors as it deems relevant within the good faith
     exercise of its business judgment.

2.   PURPOSES OF ANNUAL MEETING

     At each Annual Meeting, the shareholders shall elect the number of
     directors equal to the number of directors in the class whose term
     expires at the time of such Annual Meeting and transact such other
     business as may properly come before the Annual Meeting in accordance
     with Section 14 of Article II of these By-laws.  If the election of
     directors shall not be held on the date fixed as herein provided, for
     any Annual Meeting, or any adjournment thereof, the Board of Directors
     shall cause the election to be held at a special meeting of shareholders
     (a "Special Meeting") as soon thereafter as is practicable.

3.   SPECIAL MEETINGS

     a.   A Special Meeting may be called only by (i) the Board of Directors,
          (ii) the Chairman of the Board, (iii) the President or (iv) the
          Secretary and shall be

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          called by the Chairman of the Board, the President or the Secretary
          upon the demand, in accordance with this Section 3, of the holders
          of record of shares representing at least 10% of all the votes
          entitled to be cast on any issue proposed to be considered at the
          Special Meeting.

     b.   In order that the Corporation may determine the shareholders
          entitled to demand a Special Meeting, the Board of Directors may
          fix a record date to determine the shareholders entitled to make
          such a demand (the "Demand Record Date").  The Demand Record Date
          shall not precede the date upon which the resolution fixing the
          Demand Record Date is adopted by the Board of Directors and shall
          not be more than ten days after the date upon which the resolution
          fixing the Demand Record Date is adopted by the Board of
          Directors.  Any shareholder of record seeking to have shareholders
          demand a Special Meeting shall, by sending written notice to the
          Secretary of the Corporation by hand or by certified or registered
          mail, return receipt requested, request the Board of Directors to
          fix a Demand Record Date. The Board of Directors shall promptly,
          but in all events within ten days after the date on which a valid
          request to fix a Demand Record Date is received, adopt a
          resolution fixing the Demand Record Date and shall make a public
          announcement of such Demand Record Date.  If no Demand Record Date
          has been fixed by the Board of Directors within ten days after the
          date on which such request is received by the Secretary, the
          Demand Record Date shall be the 10th day after the first date on
          which a valid written request to set a Demand Record Date is
          received by the Secretary.  To be valid, such written request
          shall set forth the purpose or purposes for which the Special
          Meeting is to be held, shall be signed by one or more shareholders
          of record (or their duly authorized proxies or other
          representatives), shall bear the date of signature of each such
          shareholder (or proxy or other representative) and shall set forth
          all information about each such shareholder and about the
          beneficial owner or owners, if any, on whose behalf the request is
          made that would be required to be set forth in a shareholder's
          notice described in paragraph (a) (ii) of Section 14 of this
          Article II.

     c.   In order for a shareholder or shareholders to demand a Special
          Meeting, a written demand or demands for a Special Meeting by the
          holders of record as of the Demand Record Date of shares
          representing at least 10% of all the votes entitled to be cast on
          any issue proposed to be considered at the Special Meeting must be
          delivered to the Corporation.  To be valid, each written demand by
          a shareholder for a Special Meeting shall set forth the specific
          purpose or purposes for which the Special Meeting is to be held
          (which purpose or purposes shall be limited to the purpose or
          purposes set forth in the written request to set a Demand Record
          Date received by the Corporation pursuant to paragraph (b) of this
          Section 3),

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          shall be signed by one or more persons who as of the Demand Record
          Date are shareholders of record (or their duly authorized proxies
          or other representatives), shall bear the date of signature of each
          such shareholder (or proxy or other representative), and shall set
          forth the name and address, as they appear in the Corporation's
          books, of each shareholder signing such demand and the class and
          number of shares of the Corporation which are owned of record and
          beneficially by each such shareholder, shall be sent to the
          Secretary by hand or by certified or registered mail, return receipt
          requested, and shall be received by the Secretary within seventy
          days after the Demand Record Date.

     d.   The Corporation shall not be required to call a Special Meeting
          upon shareholder demand unless, in addition to the documents
          required by paragraph (c) of this Section 3, the Secretary
          receives a written agreement signed by each Soliciting Shareholder
          (as defined below), pursuant to which each Soliciting Shareholder,
          jointly and severally, agrees to pay the Corporation's costs of
          holding the Special Meeting, including the costs of preparing and
          mailing proxy materials for the Corporation's own solicitation,
          provided that if each of the resolutions introduced by any
          Soliciting Shareholder at such meeting is adopted, and each of the
          individuals nominated by or on behalf of any Soliciting
          Shareholder for election as a director at such meeting is elected,
          then the Soliciting Shareholders shall not be required to pay such
          costs.  For purposes of this paragraph (d), the following terms
          shall have the meanings set forth below:

          (i)   "Affiliate" of any Person (as defined herein) shall mean any
                Person controlling, controlled by or under common control with
                such first Person.

          (ii)  "Participant" shall have the meaning assigned to such term
                in Rule 14a-11 promulgated under the Securities Exchange Act
                of 1934, as amended (the "Exchange Act").

          (iii) "Person" shall mean any individual, firm, corporation,
                partnership, joint venture, association, trust,
                unincorporated organization or other entity.

          (iv)  "Proxy" shall have the meaning assigned to such term in
                Rule 14a-1 promulgated under the Exchange Act.

          (v)   "Solicitation" shall have the meaning assigned to such term
                in Rule 14a-11 promulgated under the Exchange Act.

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          (vi)  "Soliciting Shareholder" shall mean, with respect to any
                Special Meeting demanded by a shareholder or shareholders,
                any of the following Persons:

                (a)  if the number of shareholders signing the demand or
                     demands of meeting delivered to the Corporation
                     pursuant to paragraph (c) of this Section 3 is ten or
                     fewer, each shareholder signing any such demand;

                (b)  if the number of shareholders signing the demand or
                     demands of meeting delivered to the Corporation
                     pursuant to paragraph (c) of this Section 3 is more
                     than ten, each Person who either (I) was a Participant
                     in any Solicitation of such demand or demands or (II)
                     at the time of the delivery to the Corporation of the
                     documents described in paragraph (c) of this Section 3
                     had engaged or intends to engage in any Solicitation
                     of Proxies for use at such Special Meeting (other than
                     a Solicitation of Proxies on behalf of the
                     Corporation); or

                (c)  any Affiliate of a Soliciting Shareholder, if a
                     majority of the directors then in office determine,
                     reasonably and in good faith, that such Affiliate
                     should be required to sign the written notice
                     described in paragraph (c) of this Section 3 and/or
                     the written agreement described in this paragraph (d)
                     in order to prevent the purposes of this Section 3
                     from being evaded.

     e.   Except as provided in the following sentence, any Special Meeting
          shall be held at such hour and day as may be designated by
          whichever of the Board of Directors, the Chairman of the Board,
          the President or the Secretary shall have called such meeting.  In
          the case of any Special Meeting called by the Chairman of the
          Board, the President or the Secretary upon the demand of
          shareholders (a "Demand Special Meeting"), such meeting shall be
          held at such hour and day as may be designated by the Board of
          Directors; provided, however, that the date of any Demand Special
          Meeting shall be not more than seventy days after the Meeting
          Record Date (as defined in Section 6 of Article II of these
          By-laws); and provided further that in the event that the
          directors then in office fail to designate an hour and date for a
          Demand Special Meeting within ten days after the date that valid
          written demands for such meeting by the holders of record as of
          the Demand Record Date of shares representing at least 10% of all
          the votes entitled to be cast on each issue proposed to be
          considered at the Special Meeting are delivered to the Corporation
          (the "Delivery Date"), then such meeting shall be held at

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          2:00 P.M. local time on the 100th day after the Delivery Date or,
          if such 100th day is not a Business Day (as defined below), on the
          first preceding Business Day.  In fixing a meeting date for any
          Special Meeting, the Board of Directors, the Chairman of the
          Board, the President or the Secretary may consider such factors as
          it or he deems relevant within the good faith exercise of its or
          his business judgment, including, without limitation, the nature
          of the action proposed to be taken, the facts and circumstances
          surrounding any demand for such meeting, and any plan of the Board
          of Directors to call an Annual Meeting or a Special Meeting for
          the conduct of related business.

     f.   The Corporation may engage regionally or nationally recognized
          independent inspectors of elections to act as an agent of the
          Corporation for the purpose of promptly performing a ministerial
          review of the validity of any purported written demand or demands
          for a Special Meeting received by the Secretary.  For the purpose
          of permitting the inspectors to perform such review, no purported
          demand shall be deemed to have been delivered to the Corporation
          until the earlier of (i) five Business Days following receipt by
          the Secretary of such purported demand and (ii) such date as the
          independent inspectors certify to the Corporation that the valid
          demands received by the Secretary represent at least 10% of all
          the votes entitled to be cast on each issue proposed to be
          considered at the Special Meeting.  Nothing contained in this
          paragraph (f) shall in any way be construed to suggest or imply
          that the Board of Directors or any shareholder shall not be
          entitled to contest the validity of any demand, whether during or
          after such five Business Day period, or to take any other action
          (including, without limitation, the commencement, prosecution or
          defense of any litigation with respect thereto).

     g.   For purposes of these By-laws, "Business Day" shall mean any day
          other than a Saturday, a Sunday or a day on which banking
          institutions in the State of Wisconsin are authorized or obligated
          by law or executive order to close.

4.   PLACE OF MEETING

     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 for any
     Special Meeting or for any postponement or adjournment thereof.  If no
     designation is made, the place of meeting shall be the principal
     business office of the Corporation in the State of Wisconsin.  Any
     meeting may be adjourned to reconvene at any place designated by vote of
     the Board of Directors or by the Chairman of the Board, the President or
     the Secretary.

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5.   NOTICE OF MEETING

     Written or printed notice stating the date, time and place of any Annual
     Meeting or Special Meeting shall be delivered not less than ten days
     (unless a longer period is required by the Wisconsin Business
     Corporation Law or the Articles of Incorporation of the Corporation) nor
     more than 70 days before the date of such meeting either personally or
     by mail, by or at the direction of the Chairman of the Board, the
     President or the Secretary, to each shareholder of record entitled to
     vote at such meeting and to such other shareholders as required by the
     Wisconsin Business Corporation Law.  In the event of any Demand Special
     Meeting, such notice shall be sent not more than 45 days after the
     Delivery Date. If mailed, notice pursuant to this Section 5 shall be
     deemed to be effective when deposited in the United States mail,
     addressed to the shareholder at his address as it appears on the stock
     record books of the Corporation, with postage thereon prepaid.  Unless
     otherwise required by the Wisconsin Business Corporation Law or the
     Articles of Incorporation of the Corporation, a notice of an Annual
     Meeting need not include a description of the purpose for which the
     meeting is called.  In the case of any Special Meeting, (a) the notice
     of meeting shall describe any business that the Board of Directors shall
     have theretofore determined to bring before the meeting and (b) in the
     case of a Demand Special Meeting, the notice of meeting (i) shall
     describe any business set forth in the statement of purpose of the
     demands received by the Corporation in accordance with Section 3 of this
     Article II and (ii) shall contain all of the information required in the
     notice received by the Corporation in accordance with Section 14(b) of
     this Article II.  If an Annual Meeting or Special Meeting is adjourned
     to a different date, time or place, the Corporation shall not be
     required to give notice of the new date, time or place if the new date,
     time or place is announced at the meeting before adjournment; provided,
     however, that if a new Meeting 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 Meeting Record
     Date.

6.   FIXING OF RECORD DATE

     The Board of Directors may fix in advance a date not less than 10 days
     and not more than 70 days prior to the date of any Annual Meeting or
     Special Meeting (other than a Demand Special Meeting) as the record date
     for the purpose of determining shareholders entitled to notice of, and
     to vote at, such meeting ("Meeting Record Date").  If a Meeting Record
     Date is not fixed by the Board of Directors or by the Wisconsin Business
     Corporation Law for any Annual Meeting or Special Meeting (other than a
     Demand Special Meeting), the Meeting Record Date shall be the close of
     business on the day before the first notice is given to Shareholders.
     In the case of any Demand Special Meeting, (i) the Meeting Record Date
     shall not be later than the 30th day after the Delivery Date and (ii) if

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     the Board of Directors fails to fix the Meeting Record Date within
     30 days after the Delivery Date, then the close of business on such
     30th day shall be the Meeting Record Date.  The shareholders of record
     on the Meeting Record Date shall be the shareholders entitled to notice
     of, and to vote at, the meeting.  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, any Annual Meeting
     or Special Meeting is effective for any adjournment of such meeting
     unless the Board of Directors fixes a new Meeting 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 Board of Directors may
     also fix in advance a date as the record date for the purpose of
     determining shareholders entitled to take any other action or
     determining shareholders for any other purpose.  Such record date shall
     be not more than 70 days prior to the date on which the particular
     action, requiring such determination of shareholders, is to be taken.
     The record date for determining shareholders entitled to a distribution
     (other than a distribution involving a purchase, redemption or other
     acquisition of the Corporation's shares) or a share dividend is the date
     on which the Board of Directors authorizes the distribution or share
     dividend, as the case may be, unless the Board of Directors fixes a
     different record date.

7.   VOTING RECORDS

     After a Meeting Record Date 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 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 7.  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; POSTPONEMENTS; ADJOURNMENTS

     a.   Shares entitled to vote as a separate voting group may take action
          on a matter at any Annual Meeting or Special Meeting only if a
          quorum of those

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          shares exists with respect to that matter.  If the Corporation has
          only one class of stock outstanding, such class shall constitute a
          separate voting group for purposes of this Section 8.  Except as
          otherwise provided in the Articles of Incorporation of this
          Corporation or the Wisconsin Business Corporation Law, a majority
          of the votes entitled to be cast on the matter shall constitute a
          quorum of the voting group for action on that matter.  Once a share
          is represented for any purpose at any Annual Meeting or Special
          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 Meeting 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 of the
          Corporation or the Wisconsin Business Corporation Law requires a
          greater number of affirmative votes.  Unless otherwise provided in
          the Articles of Incorporation of the Corporation, each director
          shall be elected by a plurality of the votes cast by the shares
          entitled to vote in the election of directors at any Annual
          Meeting or Special Meeting at which a quorum is present.

     b.   The Board of Directors acting by resolution may postpone and
          reschedule any previously scheduled Annual Meeting or Special
          Meeting; provided, however, that a Demand Special Meeting shall
          not be postponed beyond the 100th day following the Delivery Date.
          Any Annual Meeting or Special Meeting may be adjourned from time
          to time, whether or not there is a quorum, (i) at any time, upon a
          resolution of shareholders if the votes cast in favor of such
          resolution by the holders of shares of each voting group entitled
          to vote on any matter theretofore properly brought before the
          meeting exceed the number of votes cast against such resolution by
          the holders of shares of each such voting group or (ii) at any
          time prior to the transaction of any business at such meeting, by
          the Chairman of the Board, the President or the Secretary or
          pursuant to a resolution of the Board of Directors.  No notice of
          the time and place of adjourned meetings need be given except as
          required by the Wisconsin Business Corporation Law.  At any
          adjourned meeting at which a quorum shall be present or
          represented, any business may be transacted which might have been
          transacted at the meeting as originally notified.

9.   CONDUCT OF MEETINGS

     The Chairman of the Board, and in his absence, the Vice Chairman of the
     Board, and in his absence, the President, and in their absence, a Vice
     President in the

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     order provided under Section 3 of Article IV of these By-laws, and in
     their absence, any person chosen by the shareholders present shall call
     any Annual Meeting or Special Meeting to order and shall act as chairman
     of such meeting, and the Secretary of the Corporation shall act as
     secretary of all Annual Meetings and Special Meetings, but in the absence
     of the Secretary, the presiding officer may appoint any other person to
     act as secretary of the meeting.

10.  PROXIES

     At all Annual Meetings and Special Meetings, a shareholder entitled to
     vote may vote 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 attorney-in-fact.  An appointment of a
     proxy is effective when received by the Secretary or other officer or
     agent of the Corporation authorized to tabulate votes.  An appointment
     is valid for eleven months from the date of its signing unless a
     different period is expressly provided in the appointment form.  Unless
     otherwise provided, a proxy may be revoked any time before it is voted,
     either by written notice filed with the Secretary or the acting
     secretary of the meeting or by oral notice given by the shareholder to
     the presiding officer during the meeting.  The presence of a shareholder
     who has filed his proxy does not of itself constitute a revocation.  The
     Board of Directors shall have the power and authority to make rules
     establishing presumptions as to the validity and sufficiency of proxies.

11.  VOTING OF SHARES

     a.   Each outstanding share shall be entitled to one vote upon each
          matter submitted to a vote at any Annual Meeting or Special
          Meeting, except to the extent that the voting rights of the shares
          of any class or classes are enlarged, limited or denied by the
          Wisconsin Business Corporation Law or the Articles of
          Incorporation of the Corporation.

     b.   Shares held by another corporation, if a sufficient number of
          shares entitled to elect a majority of the directors of such other
          corporation is held directly or indirectly by the Corporation,
          shall not be entitled to vote at any Annual Meeting or Special
          Meeting, but shares held in a fiduciary capacity may be voted.

12.  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

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     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.

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

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

13.  WAIVER OF NOTICE BY SHAREHOLDERS

     A shareholder may waive any notice required by the Wisconsin Business
     Corporation Law, the Articles of Incorporation of the Corporation 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 any Annual Meeting or
     Special Meeting, in person or by proxy, waives objection to all of the

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     following:  (a) lack of notice or defective notice of the meeting,
     unless the shareholder at the beginning of the meeting or promptly upon
     arrival objects to holding the meeting or transacting business at the
     meeting; and (b) consideration of a particular matter at the meeting
     that is not within the purpose described in the meeting notice, unless
     the shareholder objects to considering the matter when it is presented.

14.  NOTICE OF SHAREHOLDER BUSINESS AND NOMINATION OF DIRECTORS

     a.   Annual Meetings.
          ---------------

          (i)   Nominations of persons for election to the Board of
                Directors of the Corporation and the proposal of business to
                be considered by the shareholders may be made at an Annual
                Meeting (A) pursuant to the Corporation's notice of meeting,
                (B) by or at the direction of the Board of Directors or (C)
                by any shareholder of the Corporation who is a shareholder
                of record at the time of giving of notice provided for in
                this Section 14 and who is entitled to vote at the meeting
                and complies with the notice procedures set forth in this
                Section 14.

          (ii)  For nominations or other business to be properly brought
                before an Annual Meeting by a shareholder pursuant to clause
                (C) of paragraph (a)(i) of this Section 14, the shareholder
                must have given timely notice thereof in writing to the
                Secretary of the Corporation.  To be timely, a shareholder's
                notice shall be received by the Secretary of the Corporation
                at the principal offices of the Corporation not less than
                45 days nor (except for shareholder proposals included in a
                proxy statement for such Annual Meeting in accordance with
                the requirements of Rule 14a-8 under the Exchange Act) more
                than 70 days prior to the first annual anniversary of the
                date set forth in the Corporation's proxy statement for the
                immediately preceding Annual Meeting as the date on which
                the Corporation first mailed definitive proxy materials for
                the immediately preceding Annual Meeting (the "Anniversary
                Date"); provided, however, that in the event that the date
                for which the Annual Meeting is called is advanced by more
                than 30 days or delayed by more than 30 days from the first
                annual anniversary of the immediately preceding Annual
                Meeting, notice by the shareholder to be timely must be so
                delivered not earlier than the close of business on the
                100th day prior to the date of such Annual Meeting and not
                later than (A) the 75th day prior to the date of such Annual
                Meeting or (B) the 10th day following the day on which
                public announcement of the date of such Annual Meeting is
                first

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                made.  In no event shall the announcement of an adjournment
                of an Annual Meeting commence a new time period for the giving
                of a shareholder notice as described above.  Such
                shareholder's notice shall be signed by the shareholder
                of record who intends to make the nomination or introduce
                the other business (or his duly authorized proxy or other
                representative), shall bear the date of signature of such
                shareholder (or proxy or other representative) and shall set
                forth: (A) the name and address, as they appear on this
                Corporation's books, of such shareholder and the beneficial
                owner or owners, if any, on whose behalf the nomination or
                proposal is made; (B) the class and number of shares of the
                Corporation which are beneficially owned by such shareholder
                or beneficial owner or owners; (C) a representation that
                such shareholder is a holder of record of shares of the
                Corporation entitled to vote at such meeting and intends to
                appear in person or by proxy at the meeting to make the
                nomination or introduce the other business specified in the
                notice; (D) in the case of any proposed nomination for
                election or re-election as a director, (I) the name and
                residence address of the person or persons to be nominated,
                (II) a description of all arrangements or understandings
                between such shareholder or beneficial owner or owners and
                each nominee and any other person or persons (naming such
                person or persons) pursuant to which the nomination is to be
                made by such shareholder, (III) such other information
                regarding each nominee proposed by such shareholder as would
                be required to be disclosed in solicitations of proxies for
                elections of directors, or would be otherwise required to be
                disclosed, in each case pursuant to Regulation 14A under the
                Exchange Act, including any information that would be
                required to be included in a proxy statement filed pursuant
                to Regulation 14A had the nominee been nominated by the
                Board of Directors and (IV) the written consent of each
                nominee to be named in a proxy statement and to serve as a
                director of the Corporation if so elected; and (E) in the
                case of any other business that such shareholder proposes to
                bring before the meeting, (I) a brief description of the
                business desired to be brought before the meeting and, if
                such business includes a proposal to amend these By-laws,
                the language of the proposed amendment, (II) such
                shareholder's and beneficial owner's or owners' reasons for
                conducting such business at the meeting and (III) any
                material interest in such business of such shareholder and
                beneficial owner or owners.

          (iii) Notwithstanding anything in the second sentence of paragraph
                (a)(ii) of this Section 14 to the contrary, in the event
                that the

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<PAGE>

                number of directors to be elected to the Board of
                Directors of the Corporation is increased and there is no
                public announcement naming all of the nominees for director
                or specifying the size of the increased Board of Directors
                made by the Corporation at least 45 days prior to the
                Anniversary Date, a shareholder's notice required by this
                Section 14 shall also be considered timely, but only with
                respect to nominees for any new positions created by such
                increase, if it shall be received by the Secretary at the
                principal offices of the Corporation not later than the
                close of business on the 10th day following the day on which
                such public announcement is first made by the Corporation.

     b.   Special Meetings.  Only such business shall be conducted at a
          ----------------
          Special Meeting as shall have been described in the notice of
          meeting sent to shareholders pursuant to Section 5 of Article II
          of these By-laws.  Nominations of persons for election to the
          Board of Directors may be made at a Special Meeting at which
          directors are to be elected pursuant to such notice of meeting (i)
          by or at the direction of the Board of Directors or (ii) by any
          shareholder of the Corporation who (A) is a shareholder of record
          at the time of giving of such notice of meeting, (B) is entitled
          to vote at the meeting and (C) complies with the notice procedures
          set forth in this Section 14.  Any shareholder desiring to
          nominate persons for election to the Board of Directors at such a
          Special Meeting shall cause a written notice to be received by the
          Secretary of the Corporation at the principal offices of the
          Corporation not earlier than ninety days prior to such Special
          Meeting and not later than the close of business on the later of
          (x) the 60th day prior to such Special Meeting and (y) the 10th
          day following the day on which public announcement is first made
          of the date of such Special Meeting and of the nominees proposed
          by the Board of Directors to be elected at such meeting.  Such
          written notice shall be signed by the shareholder of record who
          intends to make the nomination (or his duly authorized proxy or
          other representative), shall bear the date of signature of such
          shareholder (or proxy or other representative) and shall set
          forth: (A) the name and address, as they appear on the
          Corporation's books, of such shareholder and the beneficial owner
          or owners, if any, on whose behalf the nomination is made; (B) the
          class and number of shares of the Corporation which are
          beneficially owned by such shareholder or beneficial owner or
          owners; (C) a representation that such shareholder is a holder of
          record of shares of the Corporation entitled to vote at such
          meeting and intends to appear in person or by proxy at the meeting
          to make the nomination specified in the notice; (D) the name and
          residence address of the person or persons to be nominated; (E) a
          description of all arrangements or understandings between such
          shareholder or beneficial owner or owners and each nominee and any

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<PAGE>

          other person or persons (naming such person or persons) pursuant
          to which the nomination is to be made by such shareholder; (F)
          such other information regarding each nominee proposed by such
          shareholder as would be required to be disclosed in solicitations
          of proxies for elections of directors, or would be otherwise
          required to be disclosed, in each case pursuant to Regulation 14A
          under the Exchange Act, including any information that would be
          required to be included in a proxy statement filed pursuant to
          Regulation 14A had the nominee been nominated by the Board of
          Directors; and (G) the written consent of each nominee to be named
          in a proxy statement and to serve as a director of the Corporation
          if so elected.

     c.   General.
          -------

          (i)   Only persons who are nominated in accordance with the
                procedures set forth in this Section 14 shall be eligible to
                serve as directors.  Only such business shall be conducted
                at an Annual Meeting or Special Meeting as shall have been
                brought before such meeting in accordance with the
                procedures set forth in this Section 14.  The chairman of
                the meeting shall have the power and duty to determine
                whether a nomination or any business proposed to be brought
                before the meeting was made in accordance with the
                procedures set forth in this Section 14 and, if any proposed
                nomination or business is not in compliance with this
                Section 14, to declare that such defective proposal shall be
                disregarded.

          (ii)  For purposes of this Section 14, "public announcement" shall
                mean disclosure in a press release reported by the Dow Jones
                News Service, Associated Press or comparable national news
                service or in a document publicly filed by the Corporation
                with the Securities and Exchange Commission pursuant to
                Section 13, 14 or 15(d) of the Exchange Act.

          (iii) Notwithstanding the foregoing provisions of this Section 14,
                a shareholder shall also comply with all applicable
                requirements of the Exchange Act and the rules and
                regulations thereunder with respect to the matters set forth
                in this Section 14.  Nothing in this Section 14 shall be
                deemed to limit the Corporation's obligation to include
                shareholder proposals in its proxy statement if such
                inclusion is required by Rule 14a-8 under the Exchange Act.

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                     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 nine, divided into
     three classes:  Class A - 3 members, Class B - 3 members, and Class C -
     3 members.

3.   TERM

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

4.   QUALIFICATIONS

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

5.   MEETINGS

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

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

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

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

6.   NOTICE; WAIVER

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

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7.   QUORUM

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

8.   MANNER OF ACTING

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

9.   MINUTES OF MEETINGS

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

10.  VACANCIES

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

11.  COMPENSATION

     The Board of Directors, irrespective of any personal interest of any of
     its members, may establish reasonable compensation of all directors for
     services to the Corporation as directors, officers, or otherwise, or may
     delegate such authority to an appropriate committee.  The Board of
     Directors also shall have authority to provide for or delegate authority
     to an appropriate committee to provide for reasonable pensions,
     disability or death benefits, and other benefits or payments, to
     directors, officers, and employees and to their estates, families,
     dependents, or beneficiaries on account of prior services rendered by
     such directors, officers, and employees to the Corporation.

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                                    E-92

<PAGE>

12.  PRESUMPTION OF ASSENT

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

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

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

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

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

13.  COMMITTEES

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

     a.   Authorize distributions;

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

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

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                                    E-93

<PAGE>

     d.   Amend the Corporation's Articles of Incorporation;

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

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

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

     h.   Authorize or approve the issuance or sale or contract for sale of
          shares, or determine the designation and relative rights,
          preferences and limitations of a class or series of shares, except
          that the Board of Directors may authorize a committee to do so
          within limits prescribed by the Board of Directors.  Unless
          otherwise provided by the Board of Directors in creating the
          committee, a committee may employ counsel, accountants, and other
          consultants to assist it in the exercise of its authority.

14.  TELEPHONIC MEETINGS

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

15.  ACTION WITHOUT MEETING

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

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                                    E-94

<PAGE>

     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 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

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                                    E-95

<PAGE>

          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 or her place and stead, all such documents
          and instruments.

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

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

5.   VICE PRESIDENTS

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

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

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<PAGE>

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

7.   ASSISTANT SECRETARIES

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

8.   TREASURER

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

9.   ASSISTANT TREASURERS

     In the absence of the Treasurer, or during his or her inability or
     refusal to act, his or her powers and duties shall temporarily devolve
     upon such one of the

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<PAGE>

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

13.  RESIGNATION

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

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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 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,

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                                    E-99

<PAGE>

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

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

     b.   Files with the Corporation a sufficient indemnity bond; and

     c.   Satisfies such other reasonable requirements as may be prescribed
          by or under the authority of the Board of Directors.

5.   TRANSFER OF SHARES

     Prior to due presentment of a certificate for shares for registration of
     transfer the Corporation may treat the registered owner of such shares
     as the person exclusively entitled to vote, to receive notifications,
     and otherwise to have and exercise all the rights and powers of an
     owner.  Where a certificate for shares is presented to the Corporation
     with a request to register for transfer, the Corporation shall not be
     liable to the owner or any other person suffering loss as a result of
     such registration of transfer if:

     a.   There were on or with the certificate the necessary endorsements;
          and

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

     The Corporation may require reasonable assurance that said endorsements
     are genuine and effective and compliance with such other regulations as
     may be prescribed by or under the authority of the Board of Directors.

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                                    E-100

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6.   CONSIDERATION FOR SHARES

     The Board of Directors may authorize shares to be issued for
     consideration consisting of any tangible or intangible property or
     benefit to the Corporation, including cash, promissory notes, services
     performed, contracts for services to be performed or other securities of
     the Corporation.  Before the Corporation issues shares, the Board of
     Directors shall determine that the consideration received or to be
     received for the shares to be issued is adequate.  The determination of
     the Board of Directors is conclusive insofar as the adequacy of
     consideration for the issuance of shares relates to whether the shares
     are validly issued, fully paid, and nonassessable.  The Corporation may
     place in escrow shares issued in whole or in part for a contract for
     future services or benefits, a promissory note, or otherwise for
     property to be issued in the future, or make other arrangements to
     restrict the transfer of the shares, and may credit distributions in
     respect of the shares against their purchase price, until the services
     are performed, the benefits or property are received, or the promissory
     note is paid.  If the services are not performed, the benefits or
     property are not received, or the promissory note is not paid, the
     Corporation may cancel, in whole or in part, the shares escrowed or
     restricted and the distributions credited.

7.   OTHER RULES

     The Board of Directors shall have the power and authority to make all
     such further rules and regulations not inconsistent with the statutes of
     the State of Wisconsin as it may deem expedient concerning the issue,
     transfer, and registration of certificates representing shares of the
     Corporation, including the appointment and designation of Transfer
     Agents and Registrars.


          ARTICLE VI.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

1.   MANDATORY INDEMNIFICATION

     a.   In all cases other than those set forth in Section 1b hereof,
          subject to the conditions and limitations set forth hereinafter in
          this Article VI, the Corporation shall indemnify and hold harmless
          any person who is or was a party, or is threatened to be made a
          party, to any Action (see Section 16 of this Article VI for
          definitions of capitalized terms used herein) by reason of his or
          her status as an Executive, and/or as to acts performed in the
          course of such Executive's duties to the Corporation and/or an
          Affiliate, against Liabilities and reasonable Expenses incurred by
          or on behalf of an Executive in connection with any Action,
          including, without limitation, in connection with the
          investigation, defense, settlement or appeal of any Action;
          provided, pursuant to Section 3 of this Article VI, that it is not

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

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

2.   ADVANCE FOR EXPENSES

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

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

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

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

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          right of recovery the Executive may have against any insurance
          carrier from whom the Corporation has purchased insurance for such
          purpose.

3.   DETERMINATION OF RIGHT TO INDEMNIFICATION

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

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

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

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

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

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

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

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

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

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

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

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

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

     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.

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4.   COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES

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

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

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

     d.   In the event the Corporation does not:

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

          (2)   Indemnify an Executive with respect to requested Expenses
                under Section 1b of this Article VI within ten days of such
                Executive's written request therefor, the Executive may
                petition the court before which such Action was brought, if
                any, or any other court of competent jurisdiction to order
                the Corporation to pay such reasonable Expenses immediately.
                Such court, after giving any notice it considers necessary,
                shall order the Corporation to pay such Expenses if it
                determines that the Executive has complied with the
                applicable provisions of Section 2 of this Article VI or 1b
                of this Article VI, as the case may be.

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

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

5.   TERMINATION OF AN ACTION IS NONCONCLUSIVE

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

6.   PARTIAL INDEMNIFICATION; REASONABLENESS; INTEREST

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

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

7.   INSURANCE; SUBROGATION

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

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

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8.   WITNESS EXPENSES

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

9.   CONTRIBUTION

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

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

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

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

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                                    E-109

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          and pursuant to the provisions in Sections 3 and/or 4 of this
          Article VI relating to the Corporation's payment of, and the
          Executive's right to, indemnification under this Article VI.

10.  INDEMNIFICATION OF EMPLOYEES

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

11.  SEVERABILITY

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

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     that it is not determined that the Executive or other employee or
     agent has engaged in misconduct which constitutes a Breach of Duty.

13.  NOTICE TO THE CORPORATION; DEFENSE OF ACTIONS

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

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

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

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

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                indemnifying party) and the Executive in the conduct
                of the defense of such Action; or

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

14.  CONTINUITY OF RIGHTS AND OBLIGATIONS

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

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

          (3)   Is otherwise beneficial to the Executives; or

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

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

16.  CERTAIN DEFINITIONS

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

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

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

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

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

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

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

          (4)   Willful misconduct.

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

     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.


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                            ARTICLE VII.  SEAL

BOARD OF DIRECTORS

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


                        ARTICLE VIII.  AMENDMENTS

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

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

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