NORTHWESTERN CORPORATION

                         BY-LAWS

        (As Amended to and Including May 6, 1998)


ARTICLE I

          Section 1.  Principal Office.  The principal office of
the Company shall be located in the City of Wilmington, County of
New Castle, and State of Delaware, and the name of the agent
therein and in charge thereof, and upon whom legal process
against the corporation may be served (until otherwise determined
by the Board of Directors) is the CORPORATION TRUST COMPANY OF
AMERICA.

          Section 2.  Other Offices.  Offices of the Company
where meetings of the stockholders and directors may be held,
shall be and are hereby, established in the City of Huron, Beadle
County, South Dakota, or such other places within or without the
State of Delaware, as may from time to time be established by the
Board of Directors.


                       ARTICLE II

          Section 1.  Annual Meeting.  The annual meeting of
stockholders for the election of directors and for such other
business as may properly be conducted at such meeting shall be
held at such time and date as the Board of Directors shall
designate from time to time and set forth in the notice of the
meeting.  Such meeting shall be held at the office of the
corporation in the City of Wilmington, Delaware, or at the office
of the corporation in the City of Huron, South Dakota, or at such
other place within or without the State of Delaware, as may be
designated in the notice of the meeting.

          Section 2.  Special Meetings.  Special meetings of the
stockholders may be called by the Chairman of the Board, the
President or any Vice President, or by order of the Board of
Directors whenever they deem it necessary, and it shall be their
duty to order and call such meetings whenever persons holding a
majority of the outstanding capital stock of the corporation
entitled to be voted at such meeting, shall in writing request
the same.  Such special meetings shall be held at the office of
the corporation in the City of Wilmington, Delaware, or at the
office of the corporation in the City of Huron, South Dakota, or
at such other place within or without the State of Delaware, as
may be designated in the notice of the meeting, and the business
of such special meeting shall be confined to the objects stated
in the notice thereof.

          Section 3.  Notice of Meetings.  Notice of the time and
place of the annual, and of any special meeting of the
stockholders, shall be given by the Corporate Secretary to each
of the stockholders entitled to vote at such meetings by posting
the same in postage prepaid letters, addressed to each such
stockholder at the address left with the Corporate Secretary of
the Corporation, or at his last known address, or by delivering
same personally, at least ten days prior to such meeting.  The
notice of a special meeting shall also set forth the objects of
the meeting.  Any or all of the stockholders may waive notice of
the annual or any special meeting, and the presence of a
stockholder at any meeting, in person or by proxy, shall be
deemed a waiver of notice thereof by him.  Meetings of the
stockholders may be held at any time and place and for any
purpose without notice, when all of the stockholders entitled to
vote at such meetings are present in person or by proxy, or when
all of such stockholders waive notice and consent to the holding
of such meeting.

          Section 4.  Voting at Stockholders' Meetings.  At all
meetings of stockholders each holder of stock having voting power
or entitled to vote at such meetings shall be entitled to one
vote for each share of stock held by him at the time of the
closing of the transfer books for said meeting, or on the record
date fixed by the Board of Directors for that purpose as provided
in Section 2 of Article VI of these By-laws, and if such transfer
books shall not have been closed or any record date fixed, then
for each share of stock standing registered in his name at the
time of the meeting; provided, always, that except when the
transfer books have been closed or a record date fixed, as
aforesaid, no share of stock shall be voted at any election which
has been transferred on the books of the corporation within
twenty days next preceding such election.  Such vote may be given
personally or by proxy authorized in writing.  Only the persons
in whose names shares of stock shall stand on the books of the
corporation at the time aforesaid shall be entitled to vote in
person or by proxy upon the shares of stock standing in their
name.  No proxy shall be voted on after three years from its
date.

          Section 5.  Quorum.  The holders for the time being of
a majority of the total number of shares of stock issued and
outstanding and entitled to be voted at any meetings represented
in person or by proxy, shall constitute a quorum for the
transaction of business at such meetings unless the
representation of a larger number shall be required by law.  In
the absence of a quorum, the stockholders attending or
represented at the time and place at which a meeting shall have
been called, may adjourn the meeting from time to time until a
quorum shall be present.  At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which
might have been transacted by a quorum of the stockholders at the
meeting as originally convened.

          Section 6.  Presiding Officer and Secretary.  The
Chairman of the Board, or in the Chairman's absence the
President, or in the President's absence a Vice President, shall
call meetings of the stockholders to order and shall act as
chairman of such meetings. The Board of Directors may appoint any
stockholder to act as chairman at any meeting in the absence of
the Chairman of the Board, the President and Vice Presidents,
and, in default of any appointment by the Board of Directors of a
chairman, the stockholders may elect a chairman to preside at the
meeting.  The Corporate Secretary, or an Assistant Corporate
Secretary, of the corporation shall act as Secretary at all
meetings of the stockholders, but in their absence the
stockholders or presiding officer may appoint any person to act
as Secretary of the meeting.

          Section 7.  Business at Annual Meeting.  No business
may be transacted at an annual meeting of stockholders, other
than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction
of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual
meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the
corporation (i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 7 of this
Article and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who
complies with the notice procedure set forth in this Section 7.

          In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Corporate Secretary.

          To be timely, a stockholder's notice to the Corporate
Secretary must be delivered to or mailed and received at the
principal office of the Company not less than 90 days nor more
than 120 days prior to the date of the annual meeting of
stockholders, provided, however, that in the event that less than
100 days' notice or prior public disclosure of the date of the
meeting is given to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business
on the tenth (10th) day following the day on which such notice of
the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever
first occurs.

          To be in proper written form, a stockholder's notice to
the Corporate Secretary must set forth as to each matter such
stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of
capital stock of the Company that are owned beneficially or of
record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.

          No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 7,
provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures,
nothing in this Section 7 shall be deemed to preclude discussion
by any stockholder of any such business.  If the chairman of an
annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing
procedures, the chairman of the meeting shall declare to the
meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

                        ARTICLE III

                      BOARD OF DIRECTORS

          Section 1.  Election, Qualification and Filling of
Vacancies.  The business and affairs of the Company shall be
managed by or under the direction of a Board of Directors.  The
number of Directors shall be no less than nine (9) and no greater
than twelve (12).  Within the limits specified above, the number
of Directors constituting the Board of Directors of the Company
shall be fixed from time to time by or pursuant to a resolution
passed by the Board of Directors.  However, no decrease in the
number of Directors shall have the effect of shortening the term
of any incumbent Director.  The number of Directors of the
Company may exceed twelve (12) when and to the extent needed to
permit the holders of shares of the New Preferred Stock to elect
a majority of Directors under subdivision 5 of Division A of
Article Fourth of the Company's Restated Certificate of
Incorporation.

          The Board of Directors shall be and is divided into
three classes, Class I, Class II and Class III, which shall be as
nearly equal in number as possible.  Each Director shall serve
for a term ending on the date of the third annual meeting of
stockholders following the annual meeting of stockholders at
which such Director was elected; provided, however, that each
initial Director in Class I shall hold office until the annual
meeting of stockholders in 1986; each initial Director in Class
II shall hold office until the annual meeting of stockholders in
1987; and each initial Director in Class III shall hold office
until the annual meeting of stockholders in 1988.  Directors
elected at the annual meeting of stockholders shall be elected by
a plurality of the votes cast for election of Directors.  In the
event of any increase or decrease in the number of Directors, (i)
each Director then serving as such shall nevertheless continue as
a Director of the class of which he is a member until the
expiration of his current term, or his prior death, retirement,
resignation, or removal, and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of
Directors so as to maintain such classes as nearly equal in
number as possible.

          Notwithstanding any of the foregoing provisions of this
Section, each Director shall serve until his successor is elected
and qualified or until his death, resignation or removal.  Should
a vacancy occur or be created, whether arising through death,
resignation or removal of a Director or through an increase in
the number of Directors, such vacancy shall be filled by a
majority vote of the remaining Directors of all classes though
less than a quorum of the Board of Directors.  A Director so
elected to fill a vacancy shall serve for the remainder of the
then present term of office of the class to which he was elected.

          Any Director or the entire Board of Directors may be
removed; however, such removal must be for cause and must be
approved as set forth in this paragraph.  Removal for cause must
be approved by at least a majority of the total number of
Directors or by at least a majority vote of the shares of the
corporation then entitled to be voted at an election for that
Director.  For purposes of this paragraph, the total number of
Directors will not include the Director who is the subject of the
removal determination, nor will such Director be entitled to vote
thereon.

          Section 2.  Place of Meeting.  Any meetings of the
Board of Directors may be held either within or without the State
of Delaware.

          Section 3.  Annual, Regular and Special Meetings.  The
annual meeting of the Board of Directors shall be held in each
year immediately following and at the same place as the annual
meeting of stockholders, for the election of officers and the
transaction of such other business as may come before the Board;
and regular meetings of the Board shall be held on the first
Wednesday in the months of February, August and November in each
year at the hour of 10 o'clock a.m. at the office of the Company
in the City of Huron, South Dakota, or at such other time of day
or such other place as may from time to time be established by
resolution of the Board or as may be specified by the Chairman of
the Board or the President with respect to each such meeting.
Special meetings of the Board may be called by the Chairman of
the Board, the President, or any two Directors, and shall be held
at such time and place as may be specified by the officer or
Directors calling the meeting, or in the absence of such
specification as to place, at the office of the Company in the
City of Huron, South Dakota.  Notice stating the place, date, and
hour of each meeting of the Board (other than the annual meeting,
as to which no notice need be given) shall be given to each
Director either by mail to his residence or place of business not
less than forty-eight (48) hours before the date of the meeting,
or personally by telephone, telegram, telecopy, electronic mail,
or similar means of communication on twenty-four (24) hours'
notice.  All or any of the Directors may waive notice of any
meeting, and the presence of a Director at any meeting of the
Board shall be deemed a waiver of notice thereof by him.

          Section 3A.  Action on Written Consent Without
Meetings. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board of Directors may be taken
without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board and such written
consent is filed with the minutes of proceedings of the Board.

          Section 4.  Quorum and Adjournment.  A majority of the
Directors in office at a meeting regularly called, shall
constitute a quorum.  In the absence of a quorum, the Directors
present at the time and place at which a meeting shall have been
duly called, may adjourn the meeting from time to time and place
to place until a quorum shall be present.

          Section 5.  Submission of Acts to Approval of
Stockholders. The Board of Directors, in its discretion, may
submit any contract or act for approval or ratification at any
annual meeting of the stockholders, or at any special meeting of
the stockholders called for that purpose, and any contract or act
that shall be approved or ratified by the vote of the holders of
a majority of the capital stock of the Company which is
represented in person or by proxy at such meeting, provided that
a lawful quorum of stockholders be there represented in person or
by proxy, shall be as valid and binding upon the corporation and
upon all the stockholders as if it had been approved or ratified
by every stockholder of the Company.

          Section 6.  Compensation.  Directors shall be entitled
to receive such fees and expenses, if any, for attendance at
meetings of the Board of Directors, and/or such fixed salaries
for services as Directors, as may be fixed from time to time by
resolution of the Board.  Nothing herein contained shall be
construed to preclude any Director from serving the Company in
any other capacity as an officer, committee member, agent or
otherwise, and receiving compensation therefor.

          Section 7.  Nomination of Directors.  Only persons who
are nominated in accordance with the following procedures shall
be eligible for election as Directors of the Company except as
may be otherwise expressly provided in the Restated Certificate
of Incorporation of the Company with respect to the right of the
holders of New Preferred Stock and Preference Stock to nominate
and elect a specified number of directors in certain
circumstances.  Nominations of persons for election to the Board
of Directors may be made at any annual meeting of stockholders
(a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any stockholder of the
Company (i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 7 and on the
record date for the determination of stockholders entitled to
vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 7.

          In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Corporate Secretary.

          To be timely, a stockholder's notice to the Corporate
Secretary must be delivered to or mailed and received at the
principal office of the Company not less than 90 days nor more
than 120 days prior to the date of the annual meeting of
stockholders; provided, however, that in the event that less than
100 days' notice or prior public disclosure of the date of the
meeting is given to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business
on the tenth (10th) day following the day on which such notice of
the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever
first occurs.

          To be in proper written form, a stockholder's notice to
the Corporate Secretary must set forth (a) as to each person whom
the stockholder proposes to nominate for election as a Director
(i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital
stock of the Company that are owned beneficially or of record by
the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Securities and Exchange Act of 1934, as amended
(the 'Exchange Act'), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving this notice (i)
the name and record address of such stockholder, (ii) the class
or series and number of shares of capital stock of the Company
that are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between
such stockholder and each proposed nominee and any other persons
(including their names) pursuant to which the nomination(s) are
to be made by such stockholder, (iv) a representation that such
stockholder intends to appear in person or by proxy at the
meeting to nominate the persons named in its notice and (v) any
other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings
required to be made in connection with the solicitations of
proxies for election of Directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder.  Such notice must be accompanied by a written consent
of each proposed nominee to being named as a nominee and to serve
as a director if elected.

          No person shall be eligible for election as a Director
of the Company unless nominated in accordance with the procedures
set forth in this Section 7.  If the chairman of the meeting
determines that a nomination was not made in accordance with the
foregoing procedures, the chairman shall declare to the meeting
that the nomination was defective and such defective nomination
shall be disregarded.

                         ARTICLE IV

                          OFFICERS

          Section 1.  Designation, Term and Vacancies.  The
officers of the corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Corporate Secretary and
a Treasurer, all of whom shall be elected by the Board of
Directors. The Board of Directors may elect one or more Executive
Vice Presidents or Assistant Vice Presidents, who shall have such
authority and shall perform such duties as may from time to time
be prescribed by the Board.  The Board of Directors may appoint
one or more Assistant Corporate Secretaries and one or more
Assistant Treasurers, and such other officers as may be deemed
necessary, who shall have such authority and shall perform such
duties as may from time to time be prescribed by the Board.
Vacancies occurring among the officers of the corporation shall
be filled by the Board of Directors.  Officers elected by the
Board shall hold office until the next annual meeting of the
Directors and until their successors are elected and qualified,
provided that any officer may be removed at any time by the
affirmative vote of a majority of the whole Board.  All other
officers, agents and employees shall hold office during the
pleasure of the Board or the officer appointing them.  Any two or
more offices may be held by the same person, with the exception
that the Chairman of the Board of Directors and President shall
not also hold the office of Secretary or Treasurer.

          Section 1A.  Chairman of the Board.  The Chairman of
the Board shall be the chief executive officer of the Company.
He shall preside at all meetings of stockholders and of the Board
of Directors.  Except as otherwise provided in these By-laws or
ordered by the Board of Directors, he shall appoint all
committees of the Board of Directors.  Subject to the control and
direction of the Board, he shall have general charge of the
affairs and business of the Company and general charge and
supervision of all the officers, agents, and employees of the
Company.  He may sign, with the Corporate Secretary or an
Assistant Corporate Secretary, any or all certificates for shares
of stock of the Company.  He may sign and execute in the name of
the Company all deeds, mortgages, bonds, contracts, powers of
attorney, or other instruments authorized by the Board, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board or by these By-laws to some other officer
or agent of the Company, and he may, without previous authority
of the Board, make, in the name of the Company, such contracts,
leases, and other agreements as the ordinary conduct of the
Company's business requires.  He may sign and endorse notes,
drafts, and checks.  He shall have power to select and appoint
all necessary officers and servants, except those elected or
appointed or required to be elected or appointed by the Board,
and he shall also have power to remove all such officers and
servants and to make appointments to fill the vacancies.  In
general, he shall exercise all powers and perform all duties
incident to the principal executive office of the Company and
such other powers and duties as may from time to time be assigned
to him by the Board or be prescribed by these By-laws.  He may
delegate any of his powers to the President of the Company.

          Section 2.  President.  The President shall be chosen
from among the Directors and shall be the chief operating officer
of the Company.  In the absence or inability of the Chairman of
the Board to act, he shall be the chief executive officer of the
Company.  Also in the absence or inability of the Chairman to
act, he shall preside at all meetings of stockholders and of the
Board of Directors.  He shall have general and active management
of and exercise general supervision over the business and
property of the Company and shall have such other power and
duties as usually appertain to the office of the President and as
may be assigned to him by the Board of Directors.  He may
delegate any of his powers to any Vice President of the Company.

          Section 3.  Vice Presidents.  Each Vice President shall
exercise such powers and perform such duties as may from time to
time be assigned to him by the Board of Directors or the
President.  In the absence or disability of the President a Vice
President shall exercise the powers and perform the duties of the
President.

          Section 4.  Treasurer.  The Treasurer shall have
custody of such funds and securities of the Company as may come
to his hands or be committed to his care by the Board of
Directors.  When necessary or proper, he shall endorse on behalf
of the Company, for collection, checks, notes, or other
obligations, and shall deposit the same to the credit of the
Company, in such bank or banks or depositories as the Board of
Directors, or the President, may designate.  He may sign receipts
or vouchers for payments made to the Company, and the Board of
Directors may require that such receipts or vouchers shall also
be signed by some other officer to be designated by them.
Whenever required by the Board of Directors, he shall render a
statement of his cash accounts and such other statements
respecting the affairs of the Company as may be requested.  He
shall keep proper and accurate accounts of receipts and
disbursements and other matters pertaining to his office.  He
shall perform all acts incident to the office of Treasurer,
subject to the control of the Board.  In the discretion of the
Board of Directors, he may be required to give a bond in such
amount and containing such conditions as the Board of Directors
may approve, and such bond may be the undertaking of a surety
company, and the premium therefor may be paid by the Company.

          Section 5.  Corporate Secretary.  The Corporate
Secretary shall be sworn to the faithful discharge of his duties.
He shall record the votes and proceedings of the stockholders and
of the Board of Directors in a book or books kept for that
purpose, and shall attend all meetings of the Directors and
stockholders.  He shall keep in safe custody the seal of the
Company, and, when required by the Board of Directors, or when
any instrument shall have been signed by the President, or any
other officer duly authorized to sign the same, or when necessary
to attest any proceedings of the stockholders or Directors, shall
affix it to any instrument requiring the same, and shall attest
the same with his signature.  He shall attend to the giving and
serving of notices of meetings.  He shall have charge of such
books and papers as properly belong to his office or as may be
committed to his care by the Board of Directors.  He shall
perform such other duties as appertain to his office or as may be
required by the Board of Directors.  In the absence of the
Corporate Secretary, or an Assistant Corporate Secretary, from
any meeting of the Board, the proceedings of such meeting shall
be recorded by such other person as may be appointed at the
meeting for that purpose.

          Section 5A.  Assistant Vice President.  Each Assistant
Vice President shall exercise such powers and perform such duties
as may be assigned to him by the Board of Directors.

          Section 6.  Assistant Corporate Secretary.  Each
Assistant Corporate Secretary shall be vested with the same
powers and duties as the Corporate Secretary, and any act may be
done or duty performed by an Assistant Corporate Secretary with
like effect as though done or performed by the Corporate
Secretary.  He shall have such other powers and perform such
other duties as may be assigned to him by the Board of Directors.

          Section 7.  Assistant Treasurer.  Each Assistant
Treasurer shall be vested with the same powers and duties as the
Treasurer, and any act may be done or duty performed by an
Assistant Treasurer with like effect as though done or performed
by the Treasurer.  He shall have such other powers and perform
such other duties as may be assigned to him by the Board of
Directors.

          Section 8.  Execution of Checks, etc.  The funds of the
Company shall be deposited in such banks or trust companies as
the Board of Directors from time to time shall designate and
shall be withdrawn only on checks or drafts of the Company for
the purposes of the Company.  All checks, drafts, notes,
acceptances and endorsements of the Company shall be signed in
such manner and by such officer or officers or such individual or
individuals as the Board of Directors from time to time by
resolution shall determine.  If and to the extent so authorized
by the Board of Directors, such signature or signatures may be
facsimile.  Only checks, drafts, notes, acceptances and
endorsements signed in accordance with such resolution or
resolutions shall be the valid checks, drafts, notes, acceptances
or endorsements of the Company.

                            ARTICLE V

       INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

          The corporation shall, to the fullest extent to which
it is empowered to do so by the General Corporation Law of
Delaware, or any other applicable laws, as from time to time in
effect, and in the manner therein provided, indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against
all expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding.

          Expenses incurred by an officer or director of the
corporation in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to
repay such amount of it shall ultimately be determined that he or
she is not entitled to be indemnified as authorized by the
General Corporation Law of the State of Delaware.  Expenses
incurred in defending a civil or criminal action, suit or
proceeding by any other person entitled to claim indemnification
under the preceding paragraph may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon such terms and conditions as the Board of
Directors of the corporation deems appropriate.

          The provisions of this Article shall be deemed to be a
contract between the corporation and each director or officer who
serves in any such capacity at any time while this Article and
the relevant provisions of the General Corporation Law of
Delaware, or other applicable law, if any, are in effect, and any
repeal or modification of any such law shall not affect any
rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

          Persons who are not covered by the foregoing provisions
of this Article and who are employees or agents of the
corporation, or are serving at the request of the corporation as
employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, may be indemnified to the
extent authorized at any time or from time to time by the Board
of Directors of the corporation.

          The indemnification and advancement of expenses
provided or permitted by this Article shall not be deemed
exclusive of any other rights to which those indemnified or
entitled to advancement of expenses may be entitled under any
other by-law or any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.

          The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability
under the provisions of this Article.

                         ARTICLE VI

                       SHARES OF STOCK

          Section 1.  Certificates of Stock.  All certificates
for shares of the capital stock of the Company shall be in such
form, not inconsistent with the Certificate of Incorporation of
the Company, as shall be approved by the Board of Directors, and
shall be signed by the Chairman of the Board of Directors, the
President, or a Vice President, and Treasurer or an Assistant
Treasurer, or the Corporate Secretary or an Assistant Corporate
Secretary of the Company, and shall not be valid unless so
signed; provided, however, that where such certificate is signed
(1) by a transfer agent or an assistant transfer agent or (2) by
a transfer clerk acting on behalf of the Company and a registrar,
the signature of any such Chairman of the Board of Directors,
President, Vice President, Treasurer, Assistant Treasurer,
Corporate Secretary or Assistant Corporate Secretary, may be
facsimile.  In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have
been used on, any such certificate or certificates, shall cease
to be such officer or officers of the Company, whether because of
death, resignation, or otherwise, before such certificate or
certificates shall have been delivered by the Company, such
certificate or certificates may nevertheless be adopted by the
Company and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose
facsimile signature or signatures shall have been used thereon
had not ceased to be such officer or officers of the Company.
All certificates shall be consecutively numbered and the name of
the person owning the shares represented thereby, with the number
of such shares, and the date of issue, shall be entered on the
Company's books.  All certificates surrendered shall be
cancelled, and no new certificates issued until the former
certificates for the same number of shares shall have been
surrendered and cancelled, except in cases provided for in
Section 4 of this Article.

          Section 2.  Transfer of Shares.  (a) Transfers of stock
shall be made upon the books of the Company by the holder in
person or by attorney, upon the surrender and cancellation of the
certificate or certificates for such shares.  But the Board of
Directors may appoint one or more suitable banks and/or trust
companies as transfer agents and/or registrars of transfers, for
facilitating transfers of any class of stock of the Company by
the holders thereof under such regulations as the Board of
Directors may from time to time prescribe.  Upon such appointment
being made, all certificates of stock of such class thereafter
issued shall be countersigned by one of such transfer agents
and/or one of such registrars of transfer, and shall not be valid
unless so countersigned.  (b) The stock transfer books may be
closed, by order of the Board of Directors, for a period not
exceeding fifty (50) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the
date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect or
for a period of not exceeding fifty (50) days in connection with
obtaining the consent of stockholders for any purpose; provided,
however, that, in lieu of closing the stock transfer books as
aforesaid, the Board of Directors, in its discretion, may fix and
is hereby authorized to fix in advance a date, not exceeding
sixty (60) days preceding the date of any meeting of stockholders
or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or a date in
connection with obtaining such consent, as a record date, for the
determination of the stockholders entitled to notice of and to
vote at any such meeting and any adjournment thereof, or entitled
to receive payment of any such dividend, or to any such allotment
of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of and to vote at such
meeting and any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

          Section 3.  Addresses of Stockholders.  Every
stockholder shall furnish the Corporate Secretary with an address
to which notices of meetings and all other notices may be served
upon or mailed to him, and in default thereof notices may be
addressed to him at his last known address or at the office of
the Company in Huron, South Dakota.

          Section 4.  Lost and Destroyed Certificates.  The Board
of Directors may direct that a new certificate or certificates
may be issued in place of any certificate or certificates
theretofore issued by the Company, alleged to have been lost or
destroyed, and the Board of Directors, when authorizing the
issuance of such new certificate or certificates, may, in their
discretion, and as a condition precedent thereto, require the
owner of such lost or destroyed certificate or certificates or
his legal representatives to give to the Company a bond in such
sum as they may direct, as indemnity against any claim that may
be made against the Company.

          Section 5.  Regulations.  The Board of Directors shall
have power and authority to make all such rules and regulations
as they may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of
the Company.


                        ARTICLE VII

               DIVIDENDS AND WORKING CAPITAL

          The Board of Directors may declare dividends from the
surplus or net profits of the corporation over and above the
amount which from time to time may be fixed by the Board of
Directors as the amount to be reserved as a working capital, as
they may in their discretion, from time to time determine.  Such
dividends may be declared by the Board at any meeting, either
regular or special, at which a quorum is present.  The dividends
upon the preferred stock, if and when declared, shall be payable
quarterly on the first days of December, March, June and
September in each year. Any dividends so declared upon the common
stock shall be payable upon such dates as may from time to time
be fixed by the Board. The power to fix the working capital of
the corporation shall be, and is hereby conferred upon the Board
of Directors, and the Board of Directors may from time to time
fix the sum which shall be set aside or reserved, over and above
the corporation's capital stock paid in, as a working capital for
the corporation, and from time to time may increase, diminish and
vary the same in their absolute discretion.


                      ARTICLE VIII


                           SEAL

          The common corporate seal is, and until otherwise
ordered, and directed by the Board of Directors shall be, an
impression upon paper or wax, bearing the name of the corporation
and the words 'Corporate Seal - Delaware.'  One or more duplicate
dies for impressing such seal may be kept and used.


                      ARTICLE IX

                 AMENDMENT TO BY-LAWS

          These By-laws may be altered, amended or repealed by a
vote of a majority of all the Directors at any regular or special
meeting of the Board, provided notice of such proposed
alteration, amendment or repeal shall have been included in the
notice of such meeting or shall have been waived by all the
Directors.  These By-laws may also be altered, amended or
repealed at any annual meeting of the stockholders, or at any
special meeting of the stockholders, provided notice of the
proposed alteration, amendment or repeal shall have been included
in the notice of such special meeting or shall have been waived
by all the stockholders.