FirstEnergy Corp.

                                AMENDED
                          CODE OF REGULATIONS
                           Effective 11/07/97


                         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 and reschedule any previously
scheduled annual or special meeting of the shareholders.

     2.  Annual Meeting.  An annual meeting of the shareholders will be
held at such date and time as may be designated from time to time 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 9.

     3.  Special Meetings.  (a)  Special meetings of shareholders may be
called by the Chairman or the President or by a majority of the Board of
Directors acting with or without a meeting or by any person or persons who
hold not less than 50% of all the shares outstanding and entitled to be
voted on any proposal to be submitted at said meeting. Special meetings of
the holders of shares that are entitled to call a special meeting 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 Code of Regulations,
"Preferred Stock Designation" has the meaning ascribed to such term in the
Articles of Incorporation of the Corporation, as may be amended from time
to time.

     (b)  Upon written request by any person or persons entitled to call a
meeting of shareholders delivered in person or by certified 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.

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     4.  Notice of Meetings.  Except to the full extent that notice is
legally permitted (now or hereafter) to be given by any other form of
media, including any form of electronic or other communications, written
notice of every meeting of the shareholders called in accordance with
these Regulations, stating the time, place and purposes for which the
meeting is called, will be given by or at the direction of the Chairman,
the President, a Vice President, the Secretary or an Assistant Secretary
(or in case of their refusal, by the person or persons entitled to call
the meeting 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.  Inspectors.  Inspectors of election may be appointed to act at
any meeting of shareholders in accordance with Ohio law.

     6.  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 with
respect to a particular class or series of capital stock by the terms of
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 Code of Regulations,
"voting power of the Corporation" has the meaning ascribed to such term in
the Articles of Incorporation of the Corporation, as may be amended from
time to time.

     7.  Voting.  Except as otherwise expressly provided by law, the
Articles of Incorporation or this 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 9 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 Articles of Incorporation or this Code of
Regulations or unless the presiding officer otherwise determines.


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     8.  Record Dates.  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.

     9.  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 imposing restrictions on the persons (other than
shareholders of the Corporation or their duly appointed proxies) who may
attend any such shareholders' meeting, by 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, and by determining the
circumstances in which any person may make a statement or ask questions at
any meeting of shareholders.

     (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 Chairman, 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 9(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 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 30 nor more than 60
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 75 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 10th 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


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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 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 9(c).  For purposes of this
Regulation 9(c) and Regulation 14, "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 9(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 Chairman, the President, a Vice President, the
Secretary or an Assistant Secretary (or in case of 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 9 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.


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                              DIRECTORS

     10.  Function and Qualification.  (a)  Except where the law, the
Articles of Incorporation, or this 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.

     (b)  In order to qualify for service as a director of the
Corporation, within 90 days following election to the Board of Directors
in accordance with Regulations 11, 12 and 14, each director will become
and will remain the beneficial owner of not less than 100 shares of Common
Stock of the Corporation, except where such ownership would be
inconsistent with or prohibited by (i) any applicable law, rule,
regulation, order or decree of any governmental authority or (ii) any
policy, contract, commitment or arrangement authorized by the Corporation.

     11.  Number, Election and Terms of Directors.  Except as may be
otherwise provided in any Preferred Stock Designation, the number of the
directors of the Corporation will not be less than nine nor more than 16
as may be determined 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 80% 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, will be
classified with respect to the time for which they severally hold office
into three classes, as nearly equal in size as possible and consisting of
not less than three directors in each class, designated Class I, Class II,
and Class III. The directors first appointed to Class I will hold office
for a term expiring at the annual meeting of shareholders to be held in
1998; the directors first appointed to Class II will hold office for a
term expiring at the annual meeting of shareholders to be held in 1999;
and the directors first appointed to Class III will hold office for a term
expiring at the annual meeting of shareholders to be held in 2000, with
the members of each class to hold office until their successors are
elected. Except as may be otherwise provided in any Preferred Stock
Designation, at each annual meeting of the shareholders of the
Corporation, the persons chosen at that meeting to succeed the class of
directors whose term expires shall be elected by plurality vote of all
votes cast at such meeting and shall hold office for a term expiring at
the annual meeting of shareholders held in the third year following the
year of their election. Except as may be otherwise provided in any
Preferred Stock Designation, directors may be elected by the shareholders
only at an annual meeting of shareholders.  No decrease in the number of
directors constituting the Board of Directors may shorten the term of any
incumbent director. Election of directors of the Corporation need not be
by written ballot unless requested by the presiding officer or by the
holders of a majority of the voting power of the Corporation present in
person or represented by proxy at a meeting of the shareholders at which
directors are to be elected.


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     12.  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 Code of
Regulations.  Any director elected in accordance with the preceding
sentence will hold office for the remainder of the full term of the class
of directors in which the new directorship was created or the vacancy
occurred and until such director's successor has been elected.

     13.  Removal.  Except as may be otherwise provided in any Preferred
Stock Designation, any director or the entire Board of Directors may be
removed only upon the affirmative vote of the holders of at least 80% of
the voting power of the Corporation, voting together as a single class.

     14.  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 14 will be eligible for
election at a meeting of shareholders to be members of the Board of
Directors of the Corporation.

     (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 14, who is entitled to
vote for the election of directors at such meeting, and who complies with
the procedures set forth in this Regulation 14. 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 30 nor more than 60 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
75 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 10th 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;


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(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 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 intended 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 14, 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 14, 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 14.

     15.  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 specified in such written notice.

     16.  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.

     17.  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.


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     18.  Quorum and Vote.  At all meetings of the Board of Directors,
one-third 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
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.

     19.  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.

     20.  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 20 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 may prescribe its own rules for calling and holding meetings and
its method of procedure, subject to any rules prescribed by the Board of
Directors, and will keep a written record of all action taken by it.

     21.  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. No director that is also an
officer or employee of the Corporation shall receive compensation as a
director.

     22.  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 Articles of Incorporation or this Code of
Regulations.

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                                 OFFICERS

     23.  Generally.  The Corporation may have a Chairman, 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 Chairmen
and 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.

     24.  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, the Chairman or the President
regardless of whether such authority and duties are customarily incident
to such office.

     25.  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.

     26.  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 23.


                                STOCK

     27.  Transfer and Registration of Shares.  The Board of Directors
shall have authority to make such rules and regulations as they deem
expedient concerning the issuance, transfer and registration of shares and
may appoint transfer agents and registrars thereof.


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     28.  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 transfer
agent or agents a bond of indemnity or other assurance 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 class and series or type and for
the same number of shares as the one alleged to have been lost, stolen or
destroyed.

     29.  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 will have full power and authority on behalf of
the Corporation to vote, act and consent with respect to any shares issued
by other corporations that the Corporation may own.

     30.  Owners of Shares.  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.


                      INDEMNIFICATION AND INSURANCE

     31.  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, employee or agent 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,
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 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, employee or agent of
the Corporation, and shall continue as to a person who has ceased to be a
member of the Board of Directors, trustee, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.

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     32.  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 31 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.

     33.  Agreements.  The Corporation, upon approval by the Board of
Directors, may enter into agreements with any persons whom the Corporation
may indemnify under this 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 Code of Regulations
to indemnify any such person.


                                GENERAL

     34.  Fiscal Year.  The fiscal year of the Corporation will end on the
thirty-first day of December in each calendar year or such other date as
may be fixed from time to time by the Board of Directors.

     35.  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.

     36.  Amendments.  Except as otherwise provided by law or by the
Articles of Incorporation or this Code of Regulations, these Regulations
or any of them 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. Notwithstanding the foregoing
sentence or anything to the contrary contained in the Articles of
Incorporation or this Code of Regulations, Regulations 1, 3(a), 9, 11, 12,
13, 14, 31 and 36 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 80% of the voting
power of the Corporation, voting together as a single class.
Notwithstanding the foregoing provisions of this Regulation 36, no
amendment to Regulations 31, 32 or 33 will be effective to eliminate or
diminish the rights of persons specified in those Regulations existing at
the time immediately preceding such amendment.


{24002-1}


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