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                                                                    Exhibit 3(b)




                         THE ELDER-BEERMAN STORES CORP.



                           Amended Code of Regulations



                                As Adopted and in

                           Effect on __________, 1997




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                         THE ELDER-BEERMAN STORES CORP.

                           Amended Code of Regulations

                                TABLE OF CONTENTS

                                -----------------
<TABLE>
<CAPTION>

                                                                                                                  Page
<S>                                                                                                               <C>
SHAREHOLDER MEETINGS.................................................................................................1
         1.       Time and Place of Meetings.........................................................................1
         2.       Annual Meeting.....................................................................................1
         3.       Special Meetings...................................................................................1
         4.       Notice of Meetings.................................................................................1
         5.       Quorum.............................................................................................2
         6.       Voting.............................................................................................2
         7.       Order of Business..................................................................................2

DIRECTORS............................................................................................................4
          8.       Function..........................................................................................4
          9.       Number, Election, and Terms of Directors..........................................................4
          10.      Newly Created Directorships and Vacancies.........................................................4
          11.      Removal...........................................................................................5
          12.      Nominations of Directors; Election................................................................5
          13.      Resignation.......................................................................................6
          14.      Regular Meetings..................................................................................6
          15.      Special Meetings..................................................................................6
          16.      Quorum and Vote...................................................................................6
          17.      Participation in Meetings by Communications Equipment.............................................7
          18.      Committees........................................................................................7
          19.      Compensation......................................................................................7
          20.      Bylaws............................................................................................7

OFFICERS.............................................................................................................8
          21.      Generally.........................................................................................8
          22.      Authority and Duties of Officers..................................................................8
          23.      Compensation......................................................................................8
          24.      Succession........................................................................................8
STOCK................................................................................................................9
          25.      Transfer and Registration of Certificates.........................................................9
          26.      Substituted Certificates..........................................................................9
          27.      Voting Of Shares Held by the Corporation..........................................................9
          28.      Record Dates and Owners...........................................................................9

 INDEMNIFICATION AND INSURANCE......................................................................................10
          29.      Indemnification..................................................................................10
          30.      Insurance........................................................................................10
          31.      Agreements.......................................................................................10

GENERAL.............................................................................................................11
          32.      Fiscal Year......................................................................................11
          33.      Seal.............................................................................................11
          34.      Amendments.......................................................................................11

</TABLE>

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                              SHAREHOLDER MEETINGS

                              --------------------


         1. TIME AND PLACE OF MEETINGS.

         All meetings of the shareholders for the election of directors or for
any other purpose will be held at such time and place, within or without the
State of Ohio, as may be designated by the Board of Directors or, in the absence
of a designation by the Board of Directors, the Chairman of the Board of
Directors, if any (the "Chairman"), the President, or the Secretary, and stated
in the notice of meeting. The Board of Directors may postpone, for up to thirty
days, any previously scheduled annual or special meeting of the shareholders.

         2. ANNUAL MEETING.

         Commencing with the year 1999, an annual meeting of the shareholders
will be held on such date and at such time as may be designated by the Board of
Directors, at which meeting the shareholders will elect directors to succeed
those directors whose terms expire at such meeting and will transact such other
business as may be brought properly before the meeting in accordance with
Regulation 7.

         3. SPECIAL MEETINGS.

         (a) Special meetings of shareholders may be called by (i) the Chairman,
(ii) the President, (iii) a majority of the Board of Directors acting with or
without a meeting, or (iv) any person or persons who hold not less than 50% of
all the shares outstanding and entitled to be voted at such meeting. Holders of
shares that are entitled to call a special meeting of shareholders by virtue of
any Preferred Stock Designation may call such meetings in the manner and for the
purposes provided in the applicable terms of such Preferred Stock Designation.
For purposes of this Amended Code of Regulations, "Preferred Stock Designation"
shall have the meaning specified in the Amended Articles of Incorporation.

         (b) Upon written request by any person or persons entitled to call a
meeting of shareholders delivered in person or by registered mail to the
Chairman, the President or the Secretary, such officer shall forthwith cause
notice of the meeting to be given to the shareholders entitled to notice of such
meeting in accordance with Regulation 4. If such notice shall not be given
within 60 days after the delivery or mailing of such request, the person or
persons requesting the meeting may fix the time of the meeting and give, or
cause to be given, notice in the manner provided in Regulation 4.

         4. NOTICE OF MEETINGS.

         Written notice of every meeting of the shareholders called in
accordance with this Amended Code of Regulations, stating the time, place, and
purposes for which the meeting is called, will be given by or at the direction
of the President, a Vice President, the Secretary or an Assistant

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Secretary (or in case of their failure to give any required notice, the other
persons entitled to give notice under Regulation 3). Such notice will be given
not less than 7 nor more than 60 calendar days before the date of the meeting to
each shareholder of record entitled to notice of such meeting. If such notice is
mailed, it shall be addressed to the shareholders at their respective addresses
as they appear on the records of the Corporation, and notice shall be deemed to
have been given on the day so mailed. Notice of adjournment of a meeting need
not be given if the time and place to which it is adjourned are fixed and
announced at such meeting.

         5. QUORUM.

         To constitute a quorum at any meeting of shareholders, there shall be
present in person or by proxy shareholders of record entitled to exercise not
less than a majority of the voting power of the Corporation in respect of any
one of the purposes for which the meeting is called, unless a greater or lesser
number is expressly provided for in any applicable Preferred Stock Designation.
Except as may be otherwise provided in any Preferred Stock Designation, the
holders of a majority of the voting power of the Corporation represented in
person or by proxy at a meeting of shareholders, whether or not a quorum be
present, may adjourn the meeting from time to time. For purposes of this Amended
Code of Regulations, "voting power of the Corporation" shall have the meaning
specified in the Amended Articles of Incorporation.

         6. VOTING.

         Except as otherwise expressly required by law, the Amended Articles of
Incorporation or this Amended Code of Regulations, at any meeting of
shareholders at which a quorum is present, a majority of the votes cast, whether
in person or by proxy, on any matter properly brought before such meeting in
accordance with Regulation 7 will be the act of the shareholders. An abstention
shall not represent a vote cast. Every proxy must be duly executed and filed
with the Secretary. A shareholder may revoke any proxy that is not irrevocable
by attending the meeting and voting in person or by filing with the Secretary
written notice of revocation or a later appointment. The vote upon any question
brought before a meeting of the shareholders may be by voice vote, unless
otherwise required by law, the Amended Articles of Incorporation or this Amended
Code of Regulations or unless the presiding officer otherwise determines.

         7. ORDER OF BUSINESS.

         (a) The Chairman, or such other officer of the Corporation designated
by a majority of the total number of directors that the Corporation would have
if there were no vacancies on the Board of Directors (such number being referred
to as the "Whole Board"), will call meetings of shareholders to order and will
act as presiding officer thereof. Unless otherwise determined by the Board of
Directors prior to the meeting, the presiding officer of the meeting of
shareholders will also determine the order of business and have the authority in
his or her sole discretion to regulate the conduct of any such meeting
including, without limitation, by (i) imposing restrictions on the persons
(other than shareholders of the Corporation or their duly appointed proxies) who
may attend any such shareholders' meeting, (ii) ascertaining whether any
shareholder or his proxy may be excluded from any meeting of shareholders based
upon any determination by the presiding officer, in his sole discretion, that
any such person has unduly disrupted or is likely to disrupt the proceedings of
the meeting, (iii) determining the circumstances in which any person may make a
statement or ask questions at any meeting of shareholders, and (iv) establishing
such

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other procedures as the presiding officer, in his sole discretion, may deem
appropriate for the orderly conduct of business.

         (b) At an annual meeting of the shareholders, only such business will
be conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the President, a Vice President, the Secretary or an Assistant Secretary in
accordance with Regulation 4, (ii) otherwise properly brought before the meeting
by the presiding officer or by or at the direction of a majority of the Whole
Board, or (iii) otherwise properly requested to be brought before the meeting by
a shareholder of the Corporation in accordance with Regulation 7(c).

         (c) For business to be properly requested by a shareholder to be
brought before an annual meeting, the shareholder must (i) be a shareholder of
the Corporation of record at the time of the giving of the notice for such
annual meeting provided for in this Amended Code of Regulations, (ii) be
entitled to vote at such meeting, and (iii) have given timely notice thereof in
writing to the Secretary. To be timely, a shareholder's notice must be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than 60 nor more than 90 calendar days prior to the annual meeting;
PROVIDED, HOWEVER, that in the event public announcement of the date of the
annual meeting is not made at least 105 calendar days prior to the date of the
annual meeting, notice by the shareholder to be timely must be so received not
later than the close of business on the tenth calendar day following the day on
which public announcement is first made of the date of the annual meeting. A
shareholder's notice to the Secretary must set forth as to each matter the
shareholder proposes to bring before the annual meeting (A) a description in
reasonable detail of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (B)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business and of the beneficial owner, if any, on
whose behalf the proposal is made, (C) the class and number of shares of the
Corporation that are owned beneficially and of record by the shareholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made, and (D) any material interest of such shareholder proposing
such business and the beneficial owner, if any, on whose behalf the proposal is
made in such business. Notwithstanding the foregoing provisions of this Amended
Code of Regulations, a shareholder must also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth in this
Regulation 7(c). For purposes of this Regulation 7(c) and Regulation 12, "public
announcement" means 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 Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, or publicly filed by the Corporation with any national securities
exchange or quotation service through which the Corporation's stock is listed or
traded, or furnished by the Corporation to its shareholders. Nothing in this
Regulation 7(c) will be deemed to affect any rights of shareholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended.

         (d) At a special meeting of shareholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the President, a Vice President, the Secretary or an Assistant Secretary (or
in case of

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their failure to give any required notice, the other persons entitled to give
notice) in accordance with Regulation 4 or (ii) otherwise brought before the
meeting by the presiding officer or by or at the direction of a majority of the
Whole Board.

          (e) The determination of whether any business sought to be brought
before any annual or special meeting of the shareholders is properly brought
before such meeting in accordance with this Regulation 7 will be made by the
presiding officer of such meeting. If the presiding officer determines that any
business is not properly brought before such meeting, he or she will so declare
to the meeting and any such business will not be conducted or considered.


                                    DIRECTORS

                                    ---------

         8. FUNCTION.

         Except where the law, the Amended Articles of Incorporation, or this
Amended Code of Regulations requires action to be authorized or taken by the
shareholders, all of the authority of the Corporation shall be exercised by or
under the direction of the Board of Directors.

         9. NUMBER, ELECTION, AND TERMS OF DIRECTORS.

         Except as may be provided in any Preferred Stock Designation and
subject to the minimum and maximum number of authorized directors provided in
the Amended Articles of Incorporation, the size of the Board of Directors shall
be established from time to time only (i) by a vote of a majority of the Whole
Board, or (ii) by the affirmative vote of the holders of at least 72% of the
voting power of the Corporation, voting together as a single class. The
directors, other than those who may be expressly elected by virtue of the terms
of any Preferred Stock Designation, shall be elected and classified with respect
to the time for which they severally hold office as provided in the Amended
Articles of Incorporation.

         10. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

         Except as may be otherwise provided in any Preferred Stock Designation,
any vacancy (including newly created directorships resulting from any increase
in the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal, or other cause) may be
filled only (i) by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors, or by
a sole remaining director or (ii) by the affirmative vote of the shareholders
after a vote to increase the number of directors at a meeting called for that
purpose in accordance with this Amended Code of Regulations. Any director
elected in accordance with the preceding sentence to fill a vacancy created by
the death, resignation, disqualification or removal of an incumbent director
will hold office for the remainder of the term of the class of directors in
which the vacancy occurred and until such director's successor has been elected.
If the authorized number of directors is increased, the newly created
directorship or directorships resulting from such increase will be placed in the
class of directors the term of which expires at the next annual meeting of
shareholders, subject to the requirement in the Amended Articles of
Incorporation that each of the classes of directors be as

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nearly equal in size as possible. If adding the newly created directorship or
directorships to the class of directors the term of which expires at the next
annual meeting of shareholders is inconsistent with such requirement in the
Amended Articles of Incorporation, the newly created directorship or
directorships will be added to the class of directors the term of which expires
at the next earliest annual meeting of shareholders that is consistent with such
requirement.

         11. REMOVAL.

         Except as may be otherwise provided in any Preferred Stock Designation,
directors may be removed from the Board of Directors by the shareholders only
for cause. For purposes of this Regulation 11, cause for removal shall exist
only if it is proved by clear and convincing evidence in a court of competent
jurisdiction that a director's action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the Corporation or
undertaken with reckless disregard for the best interests of the Corporation.


         12. NOMINATIONS OF DIRECTORS; ELECTION.

         (a) Except as may be otherwise provided in any Preferred Stock
Designation, only persons who are nominated in accordance with this Regulation
12 will be eligible for election at a meeting of shareholders to be members of
the Board of Directors.

         (b) Nominations of persons for election as directors of the Corporation
may be made only at an annual meeting of shareholders (i) by or at the direction
of the Board of Directors or a committee thereof or (ii) by any shareholder who
is a shareholder of record at the time of giving of notice provided for in this
Regulation 12, who is entitled to vote for the election of directors at such
meeting, and who complies with the procedures set forth in this Regulation 12.
All nominations by shareholders must be made pursuant to timely notice in proper
written form to the Secretary.

         (c) To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
60 nor more than 90 calendar days prior to the annual meeting of shareholders;
PROVIDED, HOWEVER, that in the event that public announcement of the date of the
annual meeting is not made at least 105 calendar days prior to the date of the
annual meeting, notice by the shareholder to be timely must be so received not
later than the close of business on the tenth calendar day following the day on
which public announcement is first made of the date of the annual meeting. To be
in proper written form, such shareholder's notice must set forth or include: (i)
the name and address, as they appear on the Corporation's books, of the
shareholder giving the notice and of the beneficial owner, if any, on whose
behalf the nomination is made; (ii) a representation that the shareholder giving
the notice is a holder of record of stock of the Corporation entitled to vote at
such annual meeting and intends to appear in person or by proxy at the annual
meeting to nominate the person or persons specified in the notice; (iii) the
class and number of shares of stock of the Corporation owned beneficially and of
record by the shareholder giving the notice and by the beneficial owner, if any,
on whose behalf the nomination is made; (iv) a description of all arrangements
or understandings between or among any of (A) the shareholder giving the notice,
(B) the beneficial owner on whose behalf the notice is given, (C) each nominee,
and (D) any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the shareholder giving the
notice; (v) such other information regarding each nominee proposed by the
shareholder giving the notice as would be

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required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated, or
proposed to be nominated, by the Board of Directors; and (vi) the signed consent
of each nominee to serve as a director of the Corporation if so elected. The
presiding officer of any annual meeting may, if the facts warrant, determine
that a nomination was not made in accordance with this Regulation 12, and if he
or she should so determine, he or she will so declare to the meeting, and the
defective nomination will be disregarded. Notwithstanding the foregoing
provisions of this Regulation 12, a shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Regulation 12.

         13. RESIGNATION.

         Any director may resign at any time by giving written notice of his
resignation to the Chairman or the Secretary. Any resignation will be effective
upon actual receipt by any such person or, if later, as of the date and time and
upon occurrence of the conditions specified in such written notice.


         14. REGULAR MEETINGS.

         Regular meetings of the Board of Directors may be held immediately
after the annual meeting of the shareholders and at such other time and place
either within or without the State of Ohio as may from time to time be
determined by a majority of the Whole Board. Notice of regular meetings of the
Board of Directors need not be given.

         15. SPECIAL MEETINGS.

         Special meetings of the Board of Directors may be called by the
Chairman or the President on one day's notice to each director by whom such
notice is not waived, given either personally or by mail, telephone, telegram,
telex, facsimile, or similar medium of communication, and will be called by the
Chairman or the President, in like manner and on like notice, on the written
request of not less than one-third of the Whole Board. Special meetings of the
Board of Directors may be held at such time and place either within or without
the State of Ohio as is determined by a majority of the Whole Board or specified
in the notice of any such meeting.

         16. QUORUM AND VOTE.

         At all meetings of the Board of Directors, a majority of the total
number of directors then in office will constitute a quorum for the transaction
of business. Except for the designation of committees as hereinafter provided
and except for actions required by this Amended Code of Regulations to be taken
by a majority of the Whole Board, the act of a majority of the directors present
at any meeting at which a quorum is present will be the act of the Board of
Directors. If a quorum is not present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time to
another time or place, without notice other than announcement at the meeting,
until a quorum is present.




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          17. PARTICIPATION IN MEETINGS BY COMMUNICATIONS EQUIPMENT.

         Meetings of the Board of Directors or of any committee of the Board of
Directors may be held through any means of communications equipment if all
persons participating can hear each other, and such participation will
constitute presence in person at such meeting.

        18. COMMITTEES.

         The Board of Directors may from time to time create an executive
committee or any other committee or committees of directors to act in the
intervals between meetings of the Board of Directors and may delegate to such
committee or committees any of its authority other than that of filling
vacancies among the Board of Directors or in any committee of the Board of
Directors. No committee shall consist of less than three directors. The Board of
Directors may appoint one or more directors as alternate members of any such
committee to take the place of absent committee members at meetings of such
committee. Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Board of Directors pursuant to this
Regulation 18 shall constitute a quorum at any meeting thereof, and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of such committee. Action may be taken by any such committee without
a meeting by a writing or writings signed by all of its members. Any such
committee shall prescribe its own rules for calling and holding meetings and its
own procedures, subject to any rules prescribed by the Board of Directors, and
will keep a written record of all action taken by it.

         19. COMPENSATION.

         The Board of Directors may establish the compensation and expense
reimbursement policies for directors in exchange for membership on the Board of
Directors and on committees of the Board of Directors, attendance at meetings of
the Board of Directors or committees of the Board of Directors, and for other
services by directors to the Corporation or any of its subsidiaries.


         20. BYLAWS.

         The Board of Directors may adopt Bylaws for the conduct of its meetings
and those of any committees of the Board of Directors that are not inconsistent
with the Amended Articles of Incorporation or this Amended Code of Regulations.



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                                    OFFICERS

                                    --------

          21. GENERALLY.

         The Corporation may have a Chairman, who shall be elected by the
directors from among their number, and shall have a President, a Secretary and a
Treasurer. The Corporation may also have one or more Vice Presidents and such
other officers and assistant officers as the Board of Directors may deem
appropriate. If the Board of Directors so desires, it may elect a Chief
Executive Officer to manage the affairs of the Corporation, subject to the
direction and control of the Board of Directors. All of the officers shall be
elected by the Board of Directors. Notwithstanding the foregoing, by specific
action, the Board of Directors may authorize the Chairman or the President to
appoint any person to any office other than Chairman, President, Secretary, or
Treasurer. Any number of offices may be held by the same person, and no two
offices must be held by the same person. Any of the offices may be left vacant
from time to time as the Board of Directors may determine. In case of the
absence or disability of any officer of the Corporation or for any other reason
deemed sufficient by a majority of the Board of Directors, the Board of
Directors may delegate the absent or disabled officer's powers or duties to any
other officer or to any director.

         22. AUTHORITY AND DUTIES OF OFFICERS.

         The officers of the Corporation shall have such authority and shall
perform such duties as are customarily incident to their respective offices, or
as may be specified from time to time by the Board of Directors regardless of
whether such authority and duties are customarily incident to such office.

          23. COMPENSATION.

         The compensation of all officers and agents of the Corporation who are
also members of the Board of Directors of the Corporation will be fixed by the
Board of Directors or by a committee of the Board of Directors. The Board of
Directors may fix, or delegate the power to fix, the compensation of the other
officers and agents of the Corporation to the Chief Executive Officer or any
other officer of the Corporation.

         24. SUCCESSION.

         The officers of the Corporation will hold office until their successors
are elected. Any officer may be removed at any time by the affirmative vote of a
majority of the Whole Board. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors or by the Chairman or
President as provided in Regulation 21.


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                                      STOCK

                                      -----



         25. TRANSFER AND REGISTRATION OF CERTIFICATES.

         The Board of Directors shall have authority to make such rules and
regulations as they deem expedient concerning the issuance, transfer and
registration of certificates for shares and the shares represented thereby and
may appoint transfer agents and registrars thereof.

         26. SUBSTITUTED CERTIFICATES.

         Any person claiming a certificate for shares to have been lost, stolen
or destroyed shall make an affidavit or affirmation of that fact, shall give the
Corporation and its registrar or registrars and its transfer agent or agents a
bond of indemnity satisfactory to the Board of Directors or a committee thereof
or to the President or a Vice President and the Secretary or the Treasurer,
whereupon a new certificate may be executed and delivered of the same tenor and
for the same number of shares as the one alleged to have been lost, stolen or
destroyed.

         27. VOTING OF SHARES HELD BY THE CORPORATION.

         Unless otherwise ordered by the Board of Directors, the President in
person or by proxy or proxies appointed by him shall have full power and
authority on behalf of the Corporation to vote, act and consent with respect to
any shares issued by other corporations which the Corporation may own.

          28. RECORD DATES AND OWNERS.

         (a) In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, the Board of Directors may fix a record date, which will
not be less than 7 nor more than 60 calendar days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining shareholders entitled to notice of or to vote at a meeting of
shareholders will be the date next preceding the day on which notice is given,
or, if notice is waived, at the date next preceding the day on which the meeting
is held.

         (b) The Corporation will be entitled to treat the person in whose name
shares are registered on the books of the Corporation as the absolute owner
thereof, and will not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation has knowledge or notice thereof, except as expressly provided by
applicable law.


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                          INDEMNIFICATION AND INSURANCE

                          -----------------------------

          29. INDEMNIFICATION.

         The Corporation shall indemnify, to the full extent then permitted by
law, 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 member of the Board of Directors or an officer of the Corporation, or is
or was serving at the request of the Corporation as a director, trustee,
officer, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise. The Corporation
shall pay, to the full extent then required by law, expenses, including
attorney's fees, incurred by a member of the Board of Directors in defending any
such action, suit or proceeding as they are incurred, in advance of the final
disposition thereof, and may pay, in the same manner and to the full extent then
permitted by law, such expenses incurred by any other person. The
indemnification and payment of expenses provided hereby shall not be exclusive
of, and shall be in addition to, any other rights granted to those seeking
indemnification under any law, the Amended Articles of Incorporation, any
agreement, vote of shareholders or disinterested members of the Board of
Directors, or otherwise, both as to action in official capacities and as to
action in another capacity while he or she is a member of the Board of Directors
or an officer of the Corporation, and shall continue as to a person who has
ceased to be a member of the Board of Directors or an officer of the Corporation
or as to a person who has served at the request of the Corporation as a
director, trustee, officer, employee or agent of another corporation, and shall
inure to the benefit of the heirs, executors, and administrators of such
persons.

         30. INSURANCE.

         The Corporation may, to the full extent then permitted by law and
authorized by the Board of Directors, purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit
or self-insurance, on behalf of or for any persons described in Regulation 29
against any liability asserted against and incurred by any such
 person in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability. Insurance may be purchased from or maintained with a person in which
the Corporation has a financial interest.

          31. AGREEMENTS.

         The Corporation, upon approval by the Board of Directors, may enter
into agreements with any persons whom the Corporation may indemnify under this
Amended Code of Regulations or under law and undertake thereby to indemnify such
persons and to pay the expenses incurred by them in defending any action, suit
or proceeding against them, whether or not the Corporation would have the power
under law or this Amended Code of Regulations to indemnify any such person.


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                                     GENERAL

                                     -------


         32. FISCAL YEAR.

         The fiscal year of the Corporation will end on Saturday nearest to the
last day of January (and whether before or after such date) in each calendar
year or such other date as may be fixed from time to time by the Board of
Directors.

         33. SEAL.

         The Board of Directors may adopt a corporate seal and use the same by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

          34. AMENDMENTS.

         Except as otherwise provided by law or by the Amended Articles of
Incorporation or this Amended Code of Regulations, this Amended Code of
Regulations or any Regulations may be amended in any respect or repealed at any
time at any meeting of shareholders, provided that any amendment or supplement
proposed to be acted upon at any such meeting has been described or referred to
in the notice of such meeting. Except as otherwise provided by law or by the
Amended Articles of Incorporation or this Amended Code of Regulations, the
shareholders shall not take any action without a meeting to alter or amend this
Amended Code of Regulations. Notwithstanding the first sentence of this
Regulation 34 or anything to the contrary contained in the Amended Articles of
Incorporation or this Amended Code of Regulations, Regulations 1, 3(a), 7, 9,
10, 11, 12 and 34 may not be amended or repealed by the shareholders, and no
provision inconsistent therewith may be adopted by the shareholders, without the
affirmative vote of the holders of at least 72% of the voting power of the
Corporation, voting together as a single class. Notwithstanding the foregoing
provisions of this Regulation 34, no amendment to Regulations 29, 30 or 31 will
be effective to eliminate or diminish the rights of persons specified in those
Regulations existing at the time immediately preceding such amendment.



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