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                 THE LINCOLN TELEPHONE AND TELEGRAPH COMPANY

                                BY - LAWS

     (As Amended Through December 14, 1994, Effective December 14, 1994)

                                  - - -

                                 OFFICES

     1.   The principal office of the Corporation shall be at 1440 M 
Street, in the City of Lincoln, Lancaster County, State of Nebraska.  
The Corporation shall also have an office in Wilmington, County of New 
Castle, State of Delaware, and the name of the resident agent in charge 
thereof is THE CORPORATION TRUST COMPANY.

          The Corporation may also have an office in such other cities 
and states as the Board of Directors may from time to time appoint or 
the business of the Corporation may require.

                                     SEAL

     2.   The corporate seal shall have inscribed thereon the name of 
the Corporation, the year of its organization and the words "CORPORATE 
SEAL, DELAWARE."

                            STOCKHOLDERS' MEETINGS

     3.   The annual meeting of the stockholders shall be held in the 
Corporation's offices at 1440 M Street, in the City of Lincoln, 
Nebraska, or other location fixed by the Board of Directors and stated 
in the notice of the meeting.  Special meetings of the stockholders may 
be held at such places as may be designated in the call therefor.

     4.   The annual meeting of stockholders shall be held on a date, 
time and place determined by the Board of Directors at its last regular 
meeting during the previous year, when the stockholders shall elect, by 
ballot, successors to the class of directors whose term expires at that 
annual meeting and any additional director of any class nominated to 
fill a vacancy resulting from an increase in such class determined by 
the Board of Directors in an aggregate number fixed by the board 
pursuant to By-Law 12(b), and transact such other business as may 
properly be brought before the annual meeting.

     5.   The holders of a majority of the stock issued and outstanding, 
and entitled to vote thereat, present in person, or represented by 
proxy, shall be requisite and shall constitute a quorum at any or all meetings
of the stockholders  for the transaction of business except as 
otherwise provided by law, or by these By-Laws.  If, however, such 
majority shall not be present or represented at any meeting of the 
stockholders, the stockholders entitled to vote thereat, present in 
person, or by proxy, shall have power to adjourn the meeting from time 
to time, without notice other than announcement at the meeting, until 
                                                                 (Continued)
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the requisite amount of stock shall be present.  At such adjourned 
meeting at which the requisite amount of stock shall be represented any 
business may be transacted which might have been transacted at the meeting as
originally notified.

     6.   At any meeting of the stockholders every stockholder having 
the right to vote shall be entitled to vote in person, or by proxy 
appointed by an instrument in writing executed by such stockholder or by 
his duly authorized attorney-in-fact.  Each stockholder shall have one 
vote for each share of stock having voting power registered in his name 
on the books of the corporation.  In all elections for directors every 
stockholder having the right to vote at such elections shall have the 
right to vote in person or by proxy the number of shares owned by him 
for as many persons as there are directors to be elected, or (unless no 
longer prescribed by the Nebraska Business Corporation Act) to cumulate 
said shares and give one candidate as many votes as the number of 
directors to be elected multiplied by the number his shares shall equal, 
or to distribute them upon the same principle among as many candidates 
as he shall think fit.  Directors shall be elected in no other manner.

          If the transfer books are not closed and no record date is 
fixed by the Board of Directors, the date on which notice of the meeting 
is mailed shall be deemed to be the record date for the determination of 
stockholders entitled to vote at such meeting.  Transferees of shares 
transferred after the record date shall not be entitled to notice of or 
to vote at such meeting.

     7.   Written notice of the annual meeting shall be mailed to each 
stockholder entitled to vote thereat at such address as appears on the 
books of the Corporation, at least ten days prior to the meeting.

     8.   A complete list of the stockholders entitled to vote at the 
ensuing election, arranged in alphabetical order, and showing the 
address of each stockholder and the number of shares registered in the 
name of each stockholder, shall be prepared by the secretary and filed 
in the Corporation's principal office at least ten days before the 
election, and shall at all times, during the usual hours for business 
during such ten (10) day period at the principal office, and during the 
whole time of said election at the place of election be open to the 
examination of any stockholder.

     9.   Special meetings of the stockholders, for any purpose or 
purposes, unless otherwise prescribed by statute, may be called by the 
president, and shall be called by the president or secretary at the 
request in writing of stockholders owning a majority in amount of the 
common stock of the Corporation issued and outstanding, and entitled to 
vote.  Such request shall state the purpose or purposes of the proposed 
meeting.

    10.   Business transacted at all special meetings shall be confined 
to the objects stated in the call.

    11.   Written notice of a special meeting of stockholders, stating 
the time and place and object thereof, shall be mailed to each 
stockholder entitled to vote thereat at such address as appears on the 
books of the Corporation, at least ten days prior to such meeting.
                                                                 (Continued)
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                                 DIRECTORS

    12.(a)  The property and business of the Corporation shall be 
managed by its Board of Directors which shall have and shall exercise 
all the powers of the Corporation.  Directors of the Corporation need 
not be stockholders.  The number of directors which shall constitute the 
whole Board of Directors shall be such as from time to time shall be 
fixed in the manner provided in 12(b) of these By-Laws; provided, 
however, the number of directors which shall constitute the whole Board 
shall be not less than twelve (12) or more than eighteen (18).

          The directors shall be divided into three classes.  Each class 
shall consist, as nearly as may be possible, of one-third of the total 
number of directors constituting the whole board of directors.  At each 
annual meeting of stockholders, successors to the class of directors 
whose term expires at that annual meeting shall be elected for a three 
year term.  A director shall hold office until the annual meeting in the 
year in which the director's term expires and until the director's 
successor shall be elected and qualified, subject however, to prior 
death, resignation, retirement, disqualification or removal from office.

          If the number of directors is changed, any increase or 
decrease shall be apportioned among the classes so as to maintain the 
number of directors in each class as nearly equal as possible, and any 
additional director of any class elected to fill a vacancy resulting 
from an increase in such class shall hold office for a term that shall 
coincide with the remaining term of that class, but in no case will a 
decrease in the number of directors shorten the term of any director 
then in office.  The termination of employment other than by retirement 
of any director who is an employee of the Corporation shall be cause for 
disqualification from further board membership unless waived by the 
board.  Any vacancy on the Board of Directors may be filled by the 
affirmative vote of the majority of the directors then in office, 
although less than a quorum, and the person filling such vacancy shall 
have the same remaining term as that of his predecessor.

      (b)   The number of directors to serve during any year shall be 
fixed by resolution of the Board of Directors at its last regular 
meeting during the previous calendar year, but may also be fixed by 
resolution of the Board of Directors or the executive committee at a 
regular or special meeting of the board or executive committee held 
prior to the annual meeting of stockholders in the year of such annual 
meeting.  In the event of failure of the board or executive committee to 
fix the number of directors at such meetings, the number shall be the 
same as last fixed by the Board of Directors.

    13.   The directors may hold their meetings and have one or more 
offices, and keep the books and records of the Corporation outside of 
Delaware, or at such other places as the Board may from time to time 
determine.

    14.   In addition to the powers and authority by these By-Laws 
expressly conferred upon them, the board may exercise all such powers of 
the Corporation and do all such lawful acts and things as are not by 
statute or by the certificate of incorporation or by these By-Laws 
directed or required to be exercised or done by the stockholders.
                                                                (Continued)
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                             COMMITTEES OF DIRECTORS

    15.   The Board of Directors may, by resolution passed by a majority 
of the whole board, designate one or more committees, each committee to 
consist of three (3) or more of the directors and shall have such 
functions and responsibilities as the board shall prescribe in said 
resolution of appointment.  Such committee or committees shall have such 
name or names as may be determined from time to time by resolution of 
the board.

          The committees shall keep regular minutes of their proceedings 
and report the same to the board as required.

                               EXECUTIVE COMMITTEE

    16.   There shall be an executive committee appointed annually by 
the board at its first meeting following the annual meeting of the 
stockholders in each year, consisting of not less than three (3) nor 
more than seven (7) of the directors as fixed by the board's resolution 
of appointment and shall include the president.

          The executive committee shall have and may exercise all powers 
of the Board of Directors when the board is not in session.  Meetings of 
the executive committee may be called by the president or a member of 
the committee upon at least two days' prior oral notice or written 
notice delivered personally or by facsimile transmission.  At all 
meetings of the executive committee a majority of the number of 
directors as appointed to the committee by the Board of Directors shall 
constitute a quorum for the transaction of business.

                           COMPENSATION OF DIRECTORS

    17.   Directors shall receive such compensation for their services 
as may be determined by resolution of the board from time to time and, 
in addition, expenses of attendance, if any, at each regular or special 
meeting of the board; provided that nothing herein contained shall be 
construed to preclude any director from serving the Corporation in any 
other capacity and receiving compensation therefor.

    18.   Members of special or standing committees may be allowed 
compensation for attending committee meetings as determined by the 
board.

                              MEETINGS OF THE BOARD

    19.   The first meeting of each Board with newly elected members 
shall be held at such place and time as shall be fixed by the vote of 
the stockholders at the annual meeting, for the purpose of organization 
or otherwise, and no notice of such meeting shall be necessary to the 
members of the Board in order to legally constitute the meeting; PROVIDED, a
majority of the whole board shall be present; or they may meet at such place
and time as shall be fixed by the consent in writing of all the directors.

    20.   Regular meetings of the board may be held without notice at 
such time and place as shall from time to time be determined by the 
board.
                                                               (Continued)
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    21.   Special meetings of the Board of Directors may be called by 
the president on three (3) days' notice to each director by mail or 
forty-eight (48) hours' notice by personal delivery of written notice, 
by telegram or by facsimile transmission; special meetings shall be 
called by the president or secretary in like manner and on like notice 
on the written request of two directors.  In all cases, notice shall be 
addressed or other wise delivered to the director at the director's last 
known address.

    22.   At all meetings of the board a majority of the directors shall 
be necessary and sufficient to constitute a quorum for the transaction 
of business, and the act of a majority of the directors present at any 
meeting at which there is a quorum, shall be the act of the Board of 
Directors, except as may be otherwise specifically provided by statute 
or by the Certificate of Incorporation or by these By-Laws.

                                  OFFICERS

    23.   The officers of the corporation shall be elected by the 
directors and shall be a president, one or more vice presidents, a 
secretary, a treasurer and a controller.  The Board of Directors may 
also elect a chairman of the board, an executive vice president, a chief 
financial officer, assistant secretaries, assistant treasurers and such 
other officers as it shall determine.  Any two of the aforesaid offices, 
except those of president and executive vice president or vice 
president, may be held by the same person.

    24.   The Board of Directors, at its first meeting after each annual 
meeting of stockholders, shall elect a president, one or more vice 
presidents, a secretary, a treasurer, and a controller, any may also elect a
chairman of the board and such other officers that it shall determine as are
provided for in By-Laws 24 of whom need to be a member of the board except
for the president and the chairman and all of whom shall hold their offices 
for such terms and shall exercise such powers and perform such duties as are
prescribed in these By-Laws and as shall be determined from time to time by
the Board of Directors.

    25.   The board may appoint such other officers and agents as it 
shall deem necessary, who shall hold their offices for such terms and 
shall exercise such powers and perform such duties as are prescribed in 
these By-Laws and as shall be determined from time to time by the board.

    26.   The compensation, if any, of all officers and agents of the 
corporation shall be fixed by the Board of Directors.

    27.   The officers of the corporation shall hold office until their 
successors are elected and qualify in their stead.  Any officer elected 
or appointed by the Board of Directors may be removed and his employment 
terminated at any time by the affirmative vote of a majority of the 
whole Board of Directors, and any officer may be removed and his 
employment terminated at any time by the president.  If the office of 
any officer becomes vacant for any reason, the vacancy shall be filled 
by the Board of Directors.

                                    PRESIDENT

    28.   The President shall be the chief executive officer of the 
Corporation; he shall be a member of the executive committee and ex 
                                                                (Continued)
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officio a member of all other committees of the board; he shall have 
responsibility for the general and active management of the business and 
affairs of the Corporation, and shall see that all orders and 
resolutions of the board are carried into effect.

          He shall execute conveyances of land, bonds, mortgages and 
other contracts requiring a seal, under the seal of the Corporation 
except where required by law to be otherwise signed and executed and 
except where the signing and execution thereof shall be delegated by the 
Board of Directors to some other officer or agent of the Corporation.

                             CHAIRMAN OF THE BOARD

    29.   The Board of Directors may elect a chairman of the board.  He 
shall preside at all meetings of the Board of Directors and stockholders 
and shall have such other duties and responsibilities in respect to the 
operations of the Corporation as the board and the president may from 
time to time prescribe.

                          EXECUTIVE VICE PRESIDENT

    30.   An executive vice president, when elected, shall in the 
absence or disability of the president, perform the duties and exercise 
the powers of the president and shall perform such other duties as the 
Board of Directors and president may from time to time prescribe.

                              VICE PRESIDENTS

    31.   The vice presidents in the order of their length of service 
shall in the absence or disability of the president or an executive vice 
president, perform the duties and exercise the powers of the president 
and shall perform such other duties as the Board of Directors and 
president may from time to time prescribe.

                               THE SECRETARY

    32.   The secretary shall attend all meetings of the board and all 
meetings of the stockholders and record all votes and the minutes of all 
proceedings in a book to be kept for that purpose and shall perform like 
duties for the committees of the board when required.  He shall give, or 
cause to be given, notice of all meetings of the stockholders and 
special meetings of the Board of Directors, and shall perform such other 
duties as may be prescribed from time to time by the Board of Directors 
or the president under whose supervision he shall be.  He shall keep in 
safe custody the seal of the Corporation and, when authorized by the 
board, affix the same to any instrument requiring it, and, when so 
affixed, it shall be attested by his signature or by the signature of an 
assistant secretary.

                                 THE TREASURER

    33.(a)  The treasurer shall have the custody of the corporate funds 
and securities and shall keep full and accurate accounts of receipts and 
disbursements in books belonging to the Corporation and shall deposit 
all moneys, and other valuable effects in the name of and to the credit 
of the Corporation, in such depositories as may be designated by the board of
directors.
                                                                (Continued)
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        (b)  He shall disburse the funds of the Corporation as may be 
ordered by the board, taking proper vouchers for such disbursements, and 
shall render to the president and directors, at the regular meetings of 
the board, or whenever they may require it, an account of all his 
transactions as treasurer.

        (c)  He shall give the Corporation a bond if required by the 
Board of Directors in a sum, and with one or more sureties satisfactory 
to the board, for the faithful performance of the duties of his office, 
and for the restoration to the Corporation, in case of his death, 
resignation, retirement or removal from office, of all books, papers, 
vouchers, money and other property of whatever kind in his possession or 
under his control belonging to the Corporation.

                                 THE CONTROLLER

    34.   The controller shall be the chief accounting officer of the 
Corporation and have full responsibility and control of the accounting 
department, which department shall include all accounting functions 
carried on in all of the Corporation's offices, plants, branches and 
subsidiaries.  As such he shall, subject to the approval of the Board of 
Directors, establish accounting policies.  He shall standardize and 
coordinate accounting practices, supervise all accounting records and 
the preparation of all financial statements and tax returns.  The 
controller shall also direct the internal auditing of the Corporation 
and keep the Audit Committee of the Board of Directors and the president 
informed as to occurrences and procedures that may need their attention.  
He shall have such other powers and duties as, from time to time, may be 
prescribed by the Board of Directors and the president.

              ASSISTANT SECRETARY AND ASSISTANT TREASURER

    35.   In the absence of the secretary or treasurer their duties 
shall be performed respectively by the assistant secretary and assistant 
treasurer if previously elected and serving in conformity with the 
duties of the secretary and the treasurer as hereinabove set forth.

    36.   If the office of any director, or of any officer or agent, 
becomes vacant by reason of death, resignation, retirement, 
disqualification, removal from office, or otherwise, the directors by a 
majority vote of the entire board, may choose a successor or successors, 
who shall hold office for the unexpired term in respect of which such 
vacancy occurred.

                     DUTIES OF OFFICERS MAY BE DELEGATED

    37.   In case of the absence of any officer of the Corporation, or 
for any other reason that the board may deem sufficient, the board may 
delegate, for the time being, the powers or duties, or any of them, of 
such officer to any other officer, or to any director, PROVIDED a majority of
the entire board concur therein.

                           CERTIFICATES OF STOCK

    38.   The certificates of stock of the Corporation shall be 
differentiated between common and preferred stock and numbered and shall 
be entered in the books of the Corporation or the transfer agent or 
registrar of the Corporation as they are issued.  They shall exhibit the 
                                                               (Continued)
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holder's name and number of shares and shall be signed by the president, 
the chairman of the board, an executive vice president, or a vice 
president and by the treasurer or an assistant treasurer or the 
secretary or an assistant secretary, and the seal of the Corporation 
shall be affixed thereto.  The signatures of any of the aforesaid 
officers and the seal of the Corporation may be facsimiles engraved, 
lithographed, stamped or printed.  The certificates shall be 
countersigned by the transfer agent and registrar of the Corporation.

          If any officer who has signed or whose facsimile signature has 
been used on any such certificate shall cease to be such officer of the 
Corporation, whether because of death, resignation or otherwise, before 
such certificate has been delivered by or on behalf of the Corporation, 
such certificate when countersigned by the transfer agent and registrar 
of the Corporation, shall nevertheless be as effective in all respects 
as though the person who signed such certificate or whose facsimile 
signature shall have been used thereon had not ceased to be an officer 
of the Corporation.  The procedures set forth in this By-Law 38 shall 
apply to all certificates of stock of the Corporation issued on or after 
May 1, 1993.
                              TRANSFER OF STOCK

    39.   Transfers of stock shall be made on the books of the 
Corporation only by the person named in the certificate or by attorney, 
lawfully constituted in writing, and upon surrender of the certificate 
therefor.

                           CLOSING OF TRANSFER BOOKS

    40.   The Board of Directors shall have power to close the stock 
transfer books of the Corporation for a period not exceeding forty days 
preceding the date of any meeting of stockholders or the date for 
payment of any dividend or the date when any change or conversion or 
exchange of capital stock shall go into effect; PROVIDED, however, that 
in lieu of closing the stock transfer books as aforesaid, the Board of 
Directors may fix in advance a date, falling within any forty day period 
described above, as a record date for the determination of the 
stockholders entitled to notice of, and to vote at, any such meeting, or 
entitled to receive payment of any such dividend, or to act upon any 
such change or conversion or exchange of capital stock, and in such case 
only such stockholders as shall be stockholders of record on the date so 
fixed shall be so entitled, notwithstanding any transfer of any stock on 
the books of the Corporation after any such record date fixed as 
aforesaid.

                            REGISTERED STOCKHOLDERS

    41.   The Corporation shall be entitled to treat the holder of 
record of any share or shares of stock as the holder in fact thereof and 
accordingly shall 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 it shall have express or other notice thereof, save as expressly 
provided by the laws of Delaware.

                                LOST CERTIFICATE

    42.   Any person claiming a certificate of stock to be lost or 
destroyed shall make an affidavit or affirmation of that fact and 
                                                                (Continued)
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advertise the same in such manner as the Board of Directors may require, 
and shall if the directors so require give the Corporation a bond of 
indemnity, in form and with one or more sureties satisfactory to the 
board, in at least double the value of the stock represented by said 
certificate, whereupon a new certificate may be issued of the same tenor 
and for the same number of shares as the one alleged to be lost or 
destroyed.

                          INSPECTION OF BOOKS

    43.   The Board of Directors shall determine from time to time, 
whether, and, if allowed, when and under what conditions and regulations 
the accounts and books of the Corporation (except such as may be statute 
be specifically open to inspection) or any of them shall be open to the 
inspection of the stockholders, and the stockholders' rights in this 
respect are and shall be restricted and limited accordingly.

                                   CHECKS

    44.   All checks or demands for money and notes of the Corporation 
shall be signed by such officer or officers as the Board of Directors 
may from time to time designate.

                                 FISCAL YEAR

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

                                  DIVIDENDS

    46.   Dividends upon the capital stock of the Corporation, when 
earned, may be declared by the Board of Directors at any regular or 
special meeting.  Before payment of any dividend or making any 
distribution of profits, there may be set aside out of the surplus or 
net profits or the Corporation such sum or sums as the directors from 
time to time, in their absolute discretion, think proper as a reserve 
fund to meet contingencies, or for equalizing dividends, or for 
repairing or maintaining any property of the corporation, or for such 
other purposes as the directors shall think conducive to the interests 
of the Corporation.

                          DIRECTORS' ANNUAL STATEMENT

    47.   The Board of Directors shall present at each annual meeting, 
and when called for by vote of the stockholders at any special meeting 
of the stockholders, a full and clear statement of the business and 
condition of the Corporation.

                                     NOTICES

    48.   Whenever under the provisions of these By-Laws notice is 
required to be given to any directory or stockholder, it shall not be 
construed to require personal notice unless otherwise expressly required 
in these By-Laws, but such notice may be given in writing, by mail, by 
depositing the same in the post office or letter box, in a postpaid 
sealed wrapper, addressed to such directory or stockholder at such 
address as appears on the books of the corporation, or in default of 
other address, to such directory or stockholder at the General Post 
                                                                 (Continued)
<PAGE>
Office in the City of Wilmington, Delaware, and such notice shall be 
deemed to be given at the time when the same be thus mailed.

          Whenever any notice whatever is required to be given under the 
provisions of the Delaware General Corporation Law or under the 
provisions of the Certificate of Incorporation or these By-Laws, a 
waiver thereof in writing signed by the person or persons entitled to 
such notice, whether before or after the date the notice is required, 
shall be deemed equivalent to the giving of such notice.

                                  AMENDMENTS

    49.   These By-Laws may be altered, amended or repealed by the 
affirmative vote of a majority of the stock issued and outstanding and 
entitled to vote thereon, at any regular annual meeting of the 
stockholders without notice, and at any special meeting of the 
stockholders if notice of the proposed alteration, amendment or repeal 
be contained in the notice of such special meeting, or by the 
affirmative vote of a majority of the Board of Directors if the 
alteration, amendment or repeal be proposed at a regular meeting, or at 
any special meeting of the Board of Directors at which a quorum is 
present and a majority of those present vote in the affirmative, if 
notice of the proposed alteration, amendment or repeal be contained in 
the notice of such special meeting; provided, however, that no change of 
the time or place for the election of directors shall be made within 
sixty (60) days next before the day on which such election is to be 
held, and that in case of any change of such time or place, notice 
thereof shall be given to each stockholder in person or by letter mailed 
to his last known post office address, at least twenty (20) days before 
the election is held.

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    50.(a)  The Corporation shall 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, other than an action by or in the right 
of the Corporation, by reason of the fact that he or she is or was a 
director or officer of the Corporation or is or was serving at the 
request (whether formal or informal) of the Corporation as a director, 
officer, employee, agent or fiduciary of another corporation, 
partnership, joint venture, employee benefit plan, trust or other 
enterprise against expenses, including attorney's fee, judgments, fines 
and amounts paid in settlement actually and reasonably incurred by him 
or her in connection with such action, suit or proceeding if he or she 
acted in good faith and in a manner he or she reasonably believed to be 
in or not opposed to the best interests of the Corporation and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his or her conduct was unlawful.  The termination of any action, 
suit or proceeding by judgment, order, settlement or conviction or upon 
a plea of nolo contenders or its equivalent shall not, of itself, create 
a presumption that the person did not act in good faith and in a manner 
which he or she reasonably believed to be in or not opposed to the best 
interests of the Corporation and, with respect to any criminal action or 
proceeding, had reasonable cause to believe that his or her conduct was 
unlawful.
                                                                 (Continued)
<PAGE>
         (b)  The Corporation shall indemnify any person who was or is a 
party or is threatened to be made a party to any threatened, pending or 
completed action or suit by or in the right of the Corporation to 
procure a judgment in its favor by reason of the fact that he or she is 
or was a director or officer of the Corporation or is or was serving at 
the request (whether formal or informal) of the Corporation as a 
director, officer, employee, agent or fiduciary of another corporation, 
partnership, joint venture, employee benefit plan, trust or other 
enterprise against expenses, including attorney's fees, actually and 
reasonably incurred by him or her in connection with the defense or 
settlement of such action or suit if he or she acted in good faith and 
in a manner he or she reasonably believed to be in or not opposed to the 
best interests of the Corporation, except that no indemnification shall 
be made in respect of any claim, issue or matter as to which such person 
shall have been adjudged to be liable for negligence or misconduct in 
the performance of his or her duty to the Corporation unless and only to 
the extent that the court in which such action or suit was brought shall 
determine upon application that despite the adjudication of liability 
but in view of all circumstances of the case, such person is fairly and 
reasonably entitled to indemnity for such expenses which such court 
shall deem proper.

       (c)  To the extent that a director or officer of the Corporation 
has been successful on the merits or otherwise in defense of any action, 
suit or proceeding referred to in paragraphs (a) and (b) of this By-Law 
50 or in defense of any claim, issue or matter therein, he or she shall 
be indemnified by the Corporation, within ten (10) days of the 
Corporation's receipt of his or her written request therefor, against 
expenses, including attorney's fees, actually and reasonably incurred by 
him or her in connection therewith.

        (d)  Any indemnification under paragraphs (a) and (b) of this 
By-Law 50, unless ordered by a court, shall be made by the Corporation 
only as authorized in the specific case upon a determination that 
indemnification of the director or officer is  proper in the 
circumstances because he or she has met the applicable standard of 
conduct set forth in paragraphs (a) and (b) of this By-Law 50.  Such 
determination shall be made, within thirty (30) days of the 
Corporation's receipt of the director's or officer's request for 
indemnification hereunder, by the board of directors by a majority vote 
of a quorum consisting of directors who were not parties to such action, 
suit or proceeding or, if such a quorum is not obtainable, or even if 
obtainable, if a quorum of disinterested directors so directs, by 
independent legal counsel I a written opinion or by the stockholders.  
Payment of indemnification, if any, to a director or officer shall be 
made by the Corporation within ten (10) days after the determination set 
forth in the preceding sentence.

       (e)  Expenses incurred 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 as authorized in 
the manner provided in paragraph (d) of this By-Law 50 within ten (10) 
days after the Corporation's receipt of an undertaking by or on behalf 
of the director or officer to repay such amount if it shall ultimately 
be determined that he or she is not entitled to be indemnified by the 
Corporation as authorized in this By-Law 50.
                                                               (Continued)
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       (f)  For purposes of this By-Law 50, (I) the Corporation shall be 
deemed to have requested a director or officer to serve an employee 
benefit plan when the performance by him or her of his or her duties to 
the Corporation also imposes duties on, or otherwise involves services 
by, him or her to the plan or participants or beneficiaries of the plan; 
(ii) the excise taxes assessed on a director or officer with respect to 
an employee benefit plan pursuant to applicable law shall be deemed 
fines; and (iii) action taken or omitted by a director or officer with 
respect to an employee benefit plan in the performance of his or her 
duties for a purpose reasonably believed by him or her to be in the 
interest of the participants and beneficiaries of the plan shall be 
deemed to be for a purpose which is not opposed to the best interests of 
the Corporation.

       (g)  This By-Law 50 shall be deemed to be a contract between the 
Corporation and each of its directors and officers and any repeal or 
other limitation of this By-Law 50 shall not limit any rights to 
indemnification or the advance of expenses then existing or arising out 
of events, acts or omissions occurring prior to such repeal or 
limitation, including, without limitation, the right to indemnification 
or advance of expenses for proceedings commenced after such repeal or 
limitation to enforce this By-Law 50 with regard to acts, omissions or 
events arising prior to such repeal or limitation.  The rights of a 
director or officer granted under this By-Law 50 shall not be deemed 
exclusive of any other rights to indemnification or advance of expense 
which the director or officer may be entitled to under any written 
agreement, board of directors' resolution, vote of stockholders or 
otherwise.

       (h)  The terms and provisions of this By-Law 50 shall continue as 
to each director and officer of the Corporation subsequent to the date 
on which they are no longer such a director or officer and such terms 
and provisions shall inure to the benefit of the heirs, estate, personal 
representatives, executors and administrators of each director and 
officer 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.

       (i)  In order for the Corporation to obtain and retain qualified 
directors and officers, the foregoing provisions of this By-Law 50 shall be
liberally construed and administered n order to afford maximum 
indemnification of directors and officers and, accordingly, the 
indemnification rights provided for above shall be granted in all cases 
unless to do so would clearly contravene applicable law, controlling 
precedent or public policy.  If any provision of this By-Law 50 shall be 
deemed invalid or inoperative, or if a court of competent jurisdiction 
determines that any of the provisions of this By-Law 50 contravene 
public policy, this By-Law 50 shall be construed so that the remaining 
provisions shall not be affected, but 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 or limited, but only to the extent necessary to render 
the same valid and enforceable.