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                                                                     Exhibit 4.2

                              AMENDED AND RESTATED
                                CODE OF BY-LAWS
                                       OF
                            CENTRAL NEWSPAPERS, INC.


                                   ARTICLE 1
                 Identification, Records, Seal and Fiscal Year


     Section 1.01. Name. The name of the Corporation is Central Newspapers, 
Inc. (the "Corporation").

     Section 1.02. Place of Keeping Corporate Books and Records. The 
Corporation shall keep at its principal office a copy of (a) its Articles of 
Incorporation and all amendments thereto currently in effect (the "Articles"); 
(b) its Code of By-Laws and all amendments thereto currently in effect (the 
"By-Laws"); (c) resolutions adopted by the Board of Directors (the "Board") 
with respect to one or more classes or series of shares and fixing their 
relative rights, preferences, and limitations, if shares issued pursuant to 
these resolutions are outstanding; (d) minutes of all meetings of the 
shareholders of the Corporation (each a "Shareholder" and, collectively, the 
"Shareholders") and records of all actions taken by the Shareholders without a 
meeting (collectively, "Shareholders Minutes") for the prior three years; 
(e) all written communications by the Corporation to the Shareholders including
the financial statements furnished by the Corporation to the Shareholders for
the prior three years; (f) a list of the names and business addresses of the
current directors of the Corporation (the "Directors") and the current officers
of the Corporation (the "Officers"); and (g) the most recent Annual Report of
the Corporation as filed with the Secretary of State of Indiana. The Corporation
shall also keep and maintain at its principal office, or at such other place or
places within or without the State of Indiana as may be provided, from time to
time, in these By-Laws, (a) minutes of all meetings of the Board and of each
committee, and records of all actions taken by the Board and by each committee
without a meeting; (b) Shareholders Minutes; (c) appropriate accounting records
of the Corporation; and (d) a record of the Shareholders in a form that permits
preparation of a list of the names and addresses of all the Shareholders, in
alphabetical order by class of shares, stating the number and class of shares
held by each Shareholder. All of the records of the Corporation described in
this Section shall be maintained in written form or in another form capable of
conversion into written form within a reasonable time.

     Section 1.03. Seal. The corporate seal of the Corporation shall be in 
circular form and mounted upon a metal die, suitable for impressing upon paper, 
and about the upper periphery of the seal shall appear the words "Central 
Newspapers, Inc." and about the lower periphery thereof shall appear the word 
"Indiana" and in the center thereof shall appear the word "Seal" and the year 
"1934". The corporate seal shall be used for ceremonial or traditional purposes 
in such circumstances as the Secretary or Assistant Secretary shall deem 
appropriate. The Corporation shall not be required to use the corporate seal 
for any purpose whatsoever, and the absence of the impression of the corporate 
seal from any document shall not affect in any way the validity or effect of 
such document.
 
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     Section 1.04. Fiscal Year. Each fiscal year of the Corporation shall end 
on the last Sunday of each calendar year, and the next fiscal year shall begin 
on the Monday following the last Sunday in each calendar year.



                                   ARTICLE 2
                                     Shares

     Section 2.01. Certificates for Shares. Each holder of the shares of the
Corporation shall be entitled to a certificate evidencing the shares owned by
such Shareholder in such form as the Board may prescribe from time to time.
However, unless the Articles provide otherwise, the Board may authorize the
issue of some or all of the shares of any or all of the Corporation's classes
or series without certificates. Within a reasonable time after the issue or
transfer of shares without certificates, the Corporation or any of its transfer
agents or registrars shall send the Shareholder a written statement of the
information required on certificates by the Indiana Business Corporation Law, as
amended from time to time (the "Act"), and the information required by the
Indiana Uniform Commercial Code, as in effect from time to time. A holder of
such shares may request that a certificate be provided to him by giving notice
to the Secretary of the Corporation. The certificate shall be provided in the
form prescribed by the Board.

     Section 2.02. Transfer of Shares. The shares of the Corporation shall be 
transferable only on the books of the Corporation upon delivery to the 
Corporation or any of its transfer agents of the certificate(s) representing 
the same or, in the case of shares without certificates, an instrument of 
assignment in respect of the shares being transferred, in form and substance 
satisfactory to the Corporation and any of its transfer agents, properly 
endorsed by the registered holder or by his duly authorized attorney, such 
endorsement to be guaranteed by a bank or registered securities broker or 
dealer. The requirement for such guarantee may be waived in writing upon the 
form of endorsement by the President of the Corporation.

     Section 2.03. Lost, Stolen or Destroyed Certificates. Each holder of the 
shares of the Corporation shall immediately notify the Corporation or one of 
its agents of any loss, theft or destruction of any certificate evidencing 
ownership of shares of the Corporation. The Corporation may issue a new 
certificate for shares in the place of any certificate theretofore issued and 
alleged to have been lost, stolen or destroyed, but the Board may require the 
owner of such lost, stolen or destroyed certificate, or his legal 
representative, to furnish affidavit as to such loss, theft or destruction and 
to give a bond in such form and substance, and with such surety or sureties, 
with fixed or open penalty, as it may direct to indemnify the Corporation 
against any claim that may be made on account of the alleged loss, theft or 
destruction of such certificate. A new certificate may be issued without 
requiring any bond when, in the judgment of the Board, it is not imprudent to 
do so.

     Section 2.04. Issue and Consideration for Shares. The Board may authorize 
shares to be issued for consideration consisting of any tangible or intangible 
property or benefit to the 



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Corporation, including cash, promissory notes, services performed, contracts for
services to be performed, or other securities of the Corporation. If shares are
issued for promissory notes or for promises to render services in the future,
the Corporation shall report in writing to the Shareholders the number of shares
authorized to be so issued with or before the notice of the next Shareholders'
meeting. However, if the Corporation is subject to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), these reporting requirements are
satisfied by complying with the proxy disclosure provisions of the Exchange Act.
The adequacy of the consideration is to be determined by the Board, and that
determination is conclusive insofar as the adequacy of the shares relates to
whether the shares are validly issued, fully paid, and nonassessable. Once the
Corporation receives the consideration for which the Board authorized the
issuance of the shares, the shares are fully paid and nonassessable.

     Section 2.05. Transfer Agent and Registrars.  The Board may appoint one or
more transfer agents, one or more registrars, and one or more agents to act in
the dual capacity of transfer agent and registrar with respect to the shares of
the Corporation.


                                   ARTICLE 3
                            Meetings of Shareholders

     Section 3.01. Place of Meetings. All meetings of Shareholders shall be held
at the principal office of the Corporation or at such other place, within or
without the State of Indiana, as may be specified in the respective notices or
waivers of notice thereof.

     Section 3.02. Annual Meeting. Unless otherwise determined by the Board, the
annual meeting of the Shareholders for the election of Directors, and for the
transaction of such other business as may properly come before the meeting,
shall be held at 10:00 in the forenoon of the second Wednesday in May of each
year, if such day is not a legal holiday, and if a holiday then on the first
following day that is not a legal holiday. Failure to hold the Annual Meeting at
the designated time does not affect the validity of any corporate action.

     Section 3.03. Special Meetings. Special meetings, for any purpose or
purposes (unless otherwise prescribed by law), may be called by the Board or the
President, and shall be called by the President or any Officer designated by the
President at (a) the request in writing of a majority of the Board, or (b) at
the written demand, delivered to the Secretary, of Shareholders holding of
record not less than 25% of the voting power of all the shares of the
Corporation issued and outstanding and entitled by the Articles to vote on the
business proposed to be transacted thereat. All requests or demands for special
meetings shall state the purpose or purposes thereof, and the business
transacted at such meeting shall be confined to the purposes stated in the call
and matters germane thereto.

     Section 3.04. Record Date. The Board may fix a record date, not exceeding
seventy (70) days prior to the date of any meeting of the Shareholders, for the
purpose of determining the Shareholders entitled to notice of and to vote at
such meeting. In the absence of action by the Board


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fixing a record date as herein provided, the record date shall be the thirtieth
(30th) day prior to the date of the meeting. A new record date must be fixed if
a meeting of Shareholders is adjourned to a date more than 120 days after the
date fixed for the original meeting.

     Section 3.05. Notice of Meetings. A written or printed notice, stating the
place, day and hour of the meeting, and, in the case of a special meeting or
when otherwise required by any provision of the Act, the Articles or these
By-Laws, the purpose or purposes for which the meeting is called, shall be
delivered or mailed by the Secretary or by the persons calling the meeting to
each Shareholder at the time entitled to vote, at such address as appears on the
records of the Corporation, at least ten (10) and not more than sixty (60) days
before the date of the meeting. Notice of any special meeting called at the
written demand of Shareholders shall be delivered or mailed within sixty (60)
days of the Secretary's receipt of such demand. Each Shareholder who has in the
manner provided in Section 3.06 of these By-Laws waived notice of a
Shareholders' meeting, or who personally attends a Shareholders' meeting, or is
represented thereat by a proxy duly authorized to appear by an instrument of
proxy complying with the requirements hereinafter set forth, shall be
conclusively presumed to have been given due notice of such meeting.

     Section 3.06. Waiver of Notice. Notice of any annual or special meeting may
be waived in writing by any Shareholder, before or after the date and time of
the meeting specified in the notice thereof, by a written waiver delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records. A Shareholder's attendance at any meeting in person or by proxy shall
constitute a waiver of any objection to (a) notice of such meeting, unless the
Shareholder at the beginning of the meeting objects to the holding of or the
transaction of business at the meeting, and (b) consideration at such meeting of
any business that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

     Section 3.07. Proxies. A Shareholder entitled to vote at any meeting may
vote either in person or by proxy executed in writing by the Shareholder or a
duly authorized attorney-in-fact of such Shareholder. For purposes of this
Section, a proxy granted by telegram, telex, telecopy or other document
transmitted electronically for or by a Shareholder shall be deemed "executed in
writing by the Shareholder." The general proxy of a fiduciary shall be given the
same effect as the general proxy of any other Shareholder. No proxy shall be
valid after eleven months from the date of its execution unless a longer or
shorter time is expressly provided therein. An appointment of a proxy is
revocable by a Shareholder unless the appointment form conspicuously states that
it is irrevocable and the appointment is coupled with an interest.

     Section 3.08. Quorum. At any meeting of Shareholders, the holders of
outstanding shares representing a majority of the votes entitled to be cast with
respect to the business to be transacted at such meeting, represented thereat in
person or by proxy, shall constitute a quorum, and a majority vote of such
quorum shall be necessary for the transaction of any business by the meeting,
unless a greater number is required by law, the Articles or these By-Laws. In
case a quorum shall not be present at any meeting, the holders of record
representing a majority of the votes so present in person


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or by proxy may adjourn the meeting from time to time, without notice, other 
than announcement at the meeting, unless the date of the adjourned meeting 
requires that the Board fix a new record date therefore, in which case notice 
of the adjourned meeting shall be given. At any such adjourned meeting at which 
a quorum shall be present or represented, any business may be transacted which 
might have been transacted at the meeting as originally scheduled.

     Section 3.09. Shareholder List. The Secretary shall cause to be prepared 
before each meeting of Shareholders a complete list of the Shareholders 
entitled to notice of such meeting, arranged in alphabetical order by class of 
shares (and each series within a class), and showing the address of, and the 
number of shares entitled to vote held by, each Shareholder (the "Shareholder 
List"). Beginning five business days before the meeting and continuing 
throughout the meeting, the Shareholder List shall be on file at the principal 
office or at a place identified in the meeting notice as the city where the 
meeting will be held, and shall be available for inspection by any Shareholder 
entitled to vote at the meeting. On written demand, made in good faith and for 
a proper purpose and describing with reasonable particularity the Shareholder's 
purpose, and if the Shareholder List is directly connected with the 
Shareholder's purpose, a Shareholder (or such Shareholder's agent or attorney 
authorized in writing) shall be entitled to inspect and to copy the Shareholder
List, during regular business hours and at the Shareholder's expense, during the
period the Shareholder List is available for inspection. The original stock
register or transfer book, or a duplicate thereof kept in the State of Indiana,
shall be the only evidence as to who are the Shareholders entitled to examine
the Shareholder List, or to notice of or to vote at any meeting.    

     Section 3.10. Action Without Meeting. Any action required or permitted to 
be taken at any meeting of the Shareholders may be taken without a meeting if 
the action is taken by all the Shareholders entitled to vote on the action. The 
action must be evidenced by one (1) or more written consents describing the 
action taken, signed by all the Shareholders entitled to vote on the action, 
and delivered to the Corporation for inclusion in the minutes or filing with 
the corporate records. Action taken under this Section is effective when the 
last Shareholder signs a written consent, unless the consent specifies a 
different prior or subsequent effective date.

     Section 3.11. Voting Rights of Shareholders. The Shareholders of the 
Corporation shall have the voting rights set forth in the Articles.

     Section 3.12. Order of Business. The order of business at the annual 
meetings, and so far as practicable at all other meetings, of Shareholders 
shall be as determined by the chairman of the meeting. The Chairman of the 
Board shall preside at each meeting of shareholders. In the absence of the 
Chairman, the meeting shall be chaired by an officer of the Corporation in 
accordance with the following order: Chief Executive Officer, President and 
Vice President. In the absence of all such officers, the meeting shall be 
chaired by a person chosen by the vote of a majority in interest of the 
Shareholders present in person or represented by proxy and entitled to vote 
thereat. Secretary or in his or her absence an Assistant Secretary or in the 
absence of the Secretary and all Assistant Secretaries a person whom the 
chairman of the meeting shall appoint shall act as secretary of the meeting 
and keep a record of the proceedings thereof.

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     The Board of Directors of the Corporation shall be entitled to make such
rules or regulations for the conduct of meetings of shareholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and regulations
of the Board of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to shareholders of
record of the Corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comment by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot, unless, and to the extent, determined by the Board of Directors or
the chairman of the meeting, meetings of shareholders shall not be required to
be held in accordance with rules of parliamentary procedure.

     Section 3.13. Notice of Shareholder Business. At an annual meeting of the
Shareholders, only such business or proposals ("Business") may be conducted as
shall have been properly brought before the meeting, and as shall have been
determined to be lawful and appropriate for consideration by Shareholders at the
meeting. To be properly brought before an annual meeting, Business must be (a)
specified in the notice of meeting (or supplement thereto) given in accordance
with Section 3.05 of these By-Laws, (b) brought before the meeting by or at the
direction of the Board or the President, or (c) brought before the meeting by a
Shareholder after giving timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a Shareholder's notice must be delivered to or
mailed and received at the principal office of the Corporation, not less than
thirty (30) days prior to the annual meeting; provided, however, that in the
event that less than forty (40) days notice or prior public disclosure of the
date of the annual meeting is given or made to Shareholders, notice by the
Shareholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such notice of the
meeting was mailed or such public disclosure made. A Shareholder's notice to the
Secretary shall set forth as to each matter the Shareholder proposes to bring
before the annual meeting (a) a brief description of the Business desired to be
brought before the meeting, (b) the name and address, as they appear on the
Corporation's Shareholder List, of the Shareholder proposing such Business, (c)
the class and number of shares of the Corporation which are beneficially owned
by the Shareholder, and (d) any interest of the Shareholder in such Business.
The person presiding at the annual meeting shall, if the facts warrant,
determine and declare to the meeting that Business was not properly brought
before the meeting in accordance with the By-Laws, or that Business was not
lawful or appropriate for consideration by Shareholders at the meeting, and if
he should so determine, he shall so declare to the meeting, and any such
Business shall not be transacted. At any special meeting of the Shareholders,
only such Business shall be conducted as shall have been brought before the
meeting by or at the direction of the Board of Directors.


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         Section 3.14. Notice of Shareholder Nominees. Nominations of persons
for election to the Board may be made at any meeting of Shareholders by or at
the direction of the Board or by any Shareholder of the Corporation entitled to
vote for the election of Directors at the meeting. Shareholder nominations shall
be made pursuant to timely notice given in writing to the Secretary of the
Corporation in accordance with Section 3.13 of these By-Laws. Such Shareholder's
notice shall set forth as to each person whom the Shareholder proposes to
nominate for election or re-election as a Director, (a) the name, age, business
address and residence address of such person, (b) the principal occupation or
employment of such person, (c) the class and number of shares of the Corporation
which are beneficially owned by such person, (d) any other information relating
to such person that is required to be disclosed in solicitation of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected), and (e) the
qualifications of the nominee to serve as a Director of the Corporation. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a Director of the Corporation. No Shareholder
nomination shall be effective unless made in accordance with the procedures set
forth in this Section 3.14. The person presiding at the meeting shall, if the
facts warrant, determine and declare to the meeting that a Shareholder
nomination was not made in accordance with the By-Laws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

                                   ARTICLE 4
                               Board of Directors

         Section 4.01. Duties and Number. The business and affairs of the 
Corporation shall be managed under the direction of a Board of seven (7) 
Directors, which number may be either increased or decreased from time to time 
by resolution adopted by not less than a majority of the directors then in 
office; provided, however, that no decrease in the number of Directors shall 
have the effect of shortening the term of any incumbent Director.

         Section 4.02. Election, Term of Office and Qualification. Directors 
shall be elected at each annual meeting by the Shareholders entitled by the 
Articles to elect Directors. Directors shall be elected for a term of one year 
and shall hold office until their respective successors are elected and 
qualified. Directors need not be residents of the State of Indiana or 
Shareholders of the Corporation. No decrease in the number of Directors at any 
time provided for these By-Laws shall have the effect of shortening the term of 
any incumbent Director.

         Section 4.03. Powers of Directors. The Board shall exercise all the 
powers of the Corporation, subject to the restrictions imposed by law, the 
Articles, or these By-Laws.


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     Section 4.04. Annual Meeting. Unless otherwise determined by the President
or the Board, the Board shall meet each year immediately after the annual
meeting of the Shareholders, at the place where such meeting of the Shareholders
has been held, for the purpose of organization, election of Officers, and
consideration of any other business that may properly be brought before the
meeting.

     Section 4.05. Regular Board Meetings. Regular meetings of the Board may be
held at stated times or from time to time, and at such place, either within or
without the State of Indiana, as the Board may determine, without call and
without notice.

     Section 4.06. Special Board Meetings. Special meetings of the Board may be
called at any time or from time to time, and shall be called on the written
request of at least two Directors or the President, by causing the Secretary or
any Assistant Secretary to give to each Director, either personally or by mail,
telephone, telegraph, teletype or other form of wire or wireless communication
at least two days' notice of the date, time and place of such meeting. Special
meetings shall be held at the principal office or at such other place, within or
without the State of Indiana, as shall be specified in the respective notices or
waivers of notice thereof. A Director may waive notice of any special meeting of
the Board before or after the date and time stated in the notice by a written
waiver signed by the Director and filed with the minutes or corporate records. A
Director's attendance at or participation in a special meeting waives any
required notice to the Director of the meeting unless the Director at the
beginning of the meeting (or promptly upon the Director's arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

     Section 4.07. Meeting by Telephone, etc. Any or all of the members of the
Board or of any committee designated by the Board may participate in a meeting
of the Board or the committee, or conduct a meeting through the use of, any
means of communication  by which all persons participating may simultaneously
hear each other during the meeting, and participation in a meeting using these
means constitutes presence in person at the meeting.

     Section 4.08. Quorum. At all meetings of the Board, a majority of the
number of Directors designated for the full Board shall be necessary to 
constitute a quorum for the transaction of any business, except (a) that for 
the purpose of filling of vacancies of the Board a majority of Directors then in
office shall constitute a quorum, and (b) that a lesser number may adjourn the
meeting from time to time until a quorum is present. The affirmative vote of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board, unless the act of a greater number is required 
by law, the Articles or these By-Laws.

     Section 4.09. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if the action is taken by all members of the Board or of such
committee. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each member of the Board or of the
committee, and included in the minutes or filed with the corporate records
reflecting the action taken.


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Action taken under this Section is effective when the last member of the Board 
or of the committee signs a written consent, unless the consent specifies a 
different prior or subsequent effective date.

     Section 4.10. Resignations. Any Director may resign at any time by 
delivering written notice to the Board, its Chairman, the President, or the 
Secretary. Such resignation shall take effect when the notice is delivered 
unless the notice specifies a later effective date. If the resignation 
specifies a later effective date, the Board may fill the pending vacancy before 
the effective date, but the new Director may not take office until the vacancy 
occurs.

     Section 4.11. Removal. Any Director may be removed, with or without 
cause, at any meeting of the Shareholders by the vote specified in the 
Articles, if notice of the intention to act upon such matter shall have been 
given in the notice calling such meeting.

     Section 4.12. Vacancies. Any vacancy occurring in the Board, including a 
vacancy resulting from an increase in the number of Directors, may be filled by 
the Board, or if the Directors remaining in office constitute fewer than a 
quorum of the Board, they may fill the vacancy by the affirmative vote of a 
majority of all the Directors remaining in office. Each Director so chosen 
shall hold office until the expiration of the term of the Director, if any, 
whom he has been chosen to succeed, or, if none, until the expiration of the 
term designated by the Board for the directorship to which he has been elected, 
or until his earlier removal, resignation, death, or other incapacity.

     Section 4.13. Compensation of Directors. The Board is empowered and 
authorized to fix and determine the compensation of Directors for attendance at 
meetings of the Board and additional compensation for such additional services 
any of such Directors may perform for the Corporation.

     Section 4.14. Interest of Directors in Contracts. Any contract or other 
transaction between the Corporation and (a) any Director, or (b) any 
corporation, unincorporated association, business trust, estate, partnership, 
trust, joint venture, individual or other legal entity ("Legal Entity") (1) in 
which any Director has a material financial interest or is a general partner, 
or (2) of which any Director is a director, officer or trustee (collectively, a 
"Conflict Transaction"), shall be valid for all purposes, if the material facts 
of the Conflict Transaction and the Director's interest were disclosed or known 
to the Board, a committee with authority to act thereon, or the Shareholders 
entitled to vote thereon, and the Board, such committee, or such Shareholders 
authorized, approved, or ratified the Conflict Transaction. A Conflict 
Transaction is authorized, approved or ratified:

          (a)  By the Board or such committee, if it receives the affirmative
     vote of a majority of the Directors who have no interest in the Conflict
     Transaction, notwithstanding the fact that such majority may not constitute
     a quorum or a majority of the Board or such committee or a majority of the
     Directors present at the meeting, and notwithstanding the presence or vote
     of any Director who does have such an interest; provided, however, that no
     Conflict Transaction may be authorized, approved or ratified by a single
     Director; or


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          (b)  By such Shareholders, if it receives the vote of a majority of
     the shares entitled to be counted, in which vote shares owned or voted
     under the control of any Director who, or of any Legal Entity that, has an
     interest in the Conflict Transaction may be counted.

This Section shall not be construed to require authorization, ratification or
approval by the Shareholders of any Conflict Transaction, or to invalidate 
any Conflict Transaction that would otherwise be valid under the common and
statutory law applicable thereto.


                                   ARTICLE 5
                    Executive Committee And Other Committees

     Section 5.01. Designation of Committees. The Board may, by resolution 
adopted by a majority of the actual number of Directors elected and qualified, 
from time to time, designate (i) any two (2) or more of its members to 
constitute an Executive Committee, and (ii) any one (1) or more of its members 
to constitute any other Committee. The Board shall have the power at any time 
to increase or decrease the number of members of the Executive Committee or any 
other Committee, to fill vacancies thereon, to change any member thereof and 
to change the functions or terminate the existence thereof.

     Section 5.02. Powers of Committees. During the intervals between meetings 
of the Board, and subject to such limitations as may be required by law or by 
resolution of the Board, the Executive Committee shall have and may exercise 
all of the authority of the Board, and any other Committee shall have and may 
exercise such authority of the Board as may be provided in the resolution 
designating such Committee; provided, however, that neither the Executive 
Committee nor any other Committee shall have authority to do any of the 
following:

          (a)  authorize dividends or other distributions, except that the 
     Executive Committee (or an Officer designated by the Board) may authorize
     or approve a reacquisition of Shares if done according to a formula or
     method prescribed by the Board;

          (b)  approve or propose to the Shareholders action required by the law
     to be submitted to the Shareholders for approval;

          (c)  fill vacancies on the Board or any Committee;
          
          (d)  amend the Articles, except to the extent authorized in subsection
     (g);

          (e)  adopt, amend or repeal these By-Laws;

          (f)  approve a plan of merger not requiring Shareholder approval; or


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          (g) authorize or approve the issuance or sale of Shares, or determine
     the designation and relative rights, preferences and limitations of a class
     or series of Shares, except that the Executive Committee (or an Officer
     designated by the Board) may take the actions described in this subsection
     within limits prescribed by the Board.

The members of any Committee shall act only as a Committee, and the individual 
members shall have no power as such. All minutes of Committee Meetings shall be 
submitted to the next succeeding Board Meeting; but failure to submit the same 
shall not invalidate any completed or incomplete action taken by the 
Corporation upon proper authorization by such Committee prior to the time when 
the same should have been or were submitted as above provided.

     Section 5.03. Meetings; Procedure; Quorum. Section 4.05 through 4.09 of 
these By-Laws dealing with meetings, action without a meeting, notice and 
waiver of notice, and quorum and voting requirements of the Board apply to the 
committees and their members as well.

                                   ARTICLE 6
                                    Officers

     Section 6.01. Number. The Officers of the Corporation shall consist of the 
President, the Chairman of the Board, the Chief Executive Officer, the 
Executive Vice President, one (1) or more Vice-Presidents, the Secretary, the 
Treasurer, the Chief Financial Officer, the General Counsel and such other 
officers as may be chosen by the board at such time and in such manner and for 
such terms as the Board may prescribe. Any two (2) or more offices may be held 
by the same person.

     Section 6.02. Election and Term of Office. The Officers shall be chosen by 
the Board or by an Officer duly elected or appointed and duly authorized by the 
Board. Each Officer shall hold office until his successor is chosen and 
qualified, until his death, until he shall have resigned, or until he shall 
have been removed pursuant to Section 6.04 of these By-Laws.

     Section 6.03. Resignations. Any Officer may resign at any time by
delivering written notice to the Board, its Chairman, the President, or the
Secretary. Such resignation shall take effect when the notice is delivered
unless the notice specifies a later effective date. If a resignation is made 
effective at a later date and the Corporation accepts the future effective date,
the Board may fill the pending vacancy before the effective date if the Board 
provides that the successor does not take office until the effective date.

     Section 6.04. Removal. Any Officer may be removed either with or without 
cause, at any time, by the vote of a majority of the actual number of Directors 
elected and qualified from time to time, or by the Officer who appointed that 
Officer.

     Section 6.05. Vacancies. Whenever any vacancy shall occur in any office, 
the same shall be filled by the Board, the President, or by an Officer duly 
appointed by the Board, and the Officer 

                                      -11-

<PAGE>   12
so chosen shall hold office during the remainder of the term for which his 
predecessor was chosen or as otherwise provided herein.

         Section 6.06. Chairman of the Board. The Chairman of the Board shall be
elected from the Directors of the Corporation and shall have the usual duties of
a Chairman of the Board.

         Section 6.07. Chief Executive Officer. If the Officers of the 
Corporation include both a Chairman of the Board and a President, the Board 
shall designate one of such Officers to be the Chief Executive Officer of the 
Corporation. If the office of Chairman of the Board is vacant, the President 
shall be the Chief Executive Officer of the Corporation. The Chief Executive 
Officer, subject to the general control of the Board, shall manage and 
supervise all the affairs and personnel of the Corporation and shall discharge 
all the usual functions of the chief executive officer of a corporation. He 
shall preside at meetings of the Shareholders and Directors, discharge all the 
duties which devolve upon a presiding officer, and shall exercise and perform 
such other powers and duties as these By-laws or the Board may prescribe. The 
Chief Executive Officer shall have full authority to execute proxies on behalf 
of the Corporation, and to execute, with the Secretary, powers of attorney 
appointing other corporations, partnerships, or individuals the agent of the 
Corporation, all subject to the provisions of the Act, the Articles and these 
By-Laws.

         Section 6.08. President. The President shall have such powers and 
duties as may be determined by the Board. In the absence of the Chairman of the 
Board, or if such office be vacant, the President shall have all the powers of 
the Chairman of the Board.

         Section 6.09. The Executive Vice-President and Vice-Presidents. The 
Executive Vice-President shall perform all duties incumbent upon the President 
during the absence or disability of the President, and perform such other 
duties as the By-Laws may require or the Board of Directors or President may 
prescribe. The Vice-Presidents shall perform all duties incumbent upon the 
Executive Vice-President during the absence or disability of the Executive 
Vice-President, and perform such other duties as these By-Laws may require or 
the Board of Directors or President may prescribe.

         Section 6.10. Secretary. The Secretary shall attend all meetings of 
the Shareholders and of the Board, and shall keep or cause to be kept in a book 
provided for the purpose a true and complete record of the proceedings of such 
meetings, and shall perform a like duty, when required, for all committees 
created by the Board. He shall authenticate the records of the Corporation when 
necessary and shall exercise and perform such other powers and duties as these 
By-Laws, the Board, or the President may prescribe. He shall give all notices 
of the Corporation and, in case of his absence, negligence, or refusal so to 
do, any notice may be given by a person so directed by the President or by the 
requisite number of Directors or Shareholders upon whose request the meeting is 
called as provided by these By-Laws.


                                      -12-
<PAGE>   13
     Section 6.11. Treasurer. The Treasurer shall have charge of the funds, 
securities, receipts and disbursements of the Corporation; cause the moneys and 
other valuable effects of the Corporation to be deposited in the name and to 
the credit of the Corporation in such banks or trust companies or with such 
bankers or other depositories as shall be selected in accordance with 
resolutions adopted by the Board; cause the funds of the Corporation to be 
disbursed from the authorized depositories of the Corporation, and cause to be 
taken and preserved proper records of all moneys disbursed; and, in general, 
perform all duties incident to the office of Treasurer and such other duties as 
are given to the Treasurer by these By-Laws or as may be assigned to him or her 
by the Chairman of the Board, the President, the Chief Financial Officer, or 
the Board. The Treasurer may be required to furnish bond in such amount as 
shall be determined by the Board.

     Section 6.12. Chief Financial Officer. The Chief Financial Officer shall 
have supervision over and be responsible for the funds, securities, receipts 
and disbursements of the Corporation; cause to be kept at the principal 
business office of the Corporation and preserved for review, as required by law 
or regulation, records of financial transactions and correct books of account 
using appropriate accounting principles; be responsible for the establishment 
of adequate internal control over the transactions and books of account of the 
Corporation; be responsible for rendering to the proper Officers and the Board, 
upon request, and to shareholders and other parties, as required by law or 
regulation, financial statements of the Corporation; and, in general, perform 
all duties incident to the office and such other duties as are given by these 
By-Laws or as may be assigned by the Chairman of the Board, the President or 
the Board.

     Section 6.13. General Counsel. The General Counsel shall have general 
control of all matters of legal import concerning the Corporation.

     Section 6.14. Assistant Officers. The Board or an Officer duly appointed
by the Board may from time to time designate assistant Officers who shall
exercise and perform such powers and duties as the Officers whom they are
elected to assist shall specify and delegate to them, and such other powers and
duties as these By-Laws, the Board, or the President may prescribe. An Assistant
Secretary may, in the absence or disability of the Secretary, attest the
execution of all documents by the Corporation.

     Section 6.15. Delegation of Authority. 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 the powers or duties of such Officer to any 
other Officer or to any Director, for the time being.

                                   ARTICLE 7
                    Negotiable Instruments, Deeds, Contracts
                       Stock and Limitation OF LIABILITY

     Section 7.01. Execution of Negotiable Instruments. All checks, drafts, 
bills of exchange and orders for the payment of money by the Corporation shall, 
unless otherwise directed by the Board,

                                      -13-
<PAGE>   14
or unless otherwise required by law, be signed by such Officer or Officers or
such agent or agents of the Corporation and in such manner as the Chief
Executive Officer from time to time may determine.

     Section 7.02. Execution of Deeds, Contracts, Etc. All deeds, notes, bonds
and mortgages made by the Corporation and all other written contracts and
agreements, other than those executed in the ordinary course of corporate
business, to which the Corporation shall be a party may be executed in its name
by the President, the Chairman of the Board, the Executive Vice-President, a
Vice-President or by any other person or persons so authorized by the Board
whether or not such person or persons be Officers of the Corporation. Such
person or persons may delegate, from time to time, by instrument in writing, all
or any part of such authority to any other person or persons if authorized to do
so by the Board.

     Section 7.03. Ordinary Contracts and Agreements. All written contracts and
agreements into which the Corporation enters in the ordinary course of business
operations shall be executed by any Officer or by any other employee of the
Corporation designated by the President to execute such contracts and
agreements.

     Section 7.04. Endorsement of Certificates for Shares. Unless otherwise
directed by the Board, any share or shares issued by any corporation and owned
by the Corporation (including reacquired shares of the Corporation) may, for
sale or transfer, be endorsed in the name of the Corporation by the President,
the Executive Vice-President or a Vice-President, and the Secretary, when
necessary or required, shall attest such endorsement.

     Section 7.05. Voting of Shares Owned by Corporation. Unless otherwise
directed by the Board, any share of shares issued by any other corporation and
owned or controlled by the Corporation may be voted at any shareholders' meeting
of such other corporation by the President of the Corporation or any Officer
designated by the President or authorized by the Board. Whenever, in the
judgment of the President or the Board, it is desirable for the Corporation to
execute a proxy or give a shareholder's consent in respect to any share or
shares issued by any other corporation and owned by the Corporation, such proxy
or consent shall be executed in the name of the Corporation by the President or
any Officer designated by the President or authorized by the Board. Any person
or persons designated in the manner above stated as the proxy or proxies of the
Corporation shall have full right, power and authority to vote the share or
shares issued by such other corporation and owned by the Corporation in the same
manner as such share or shares might be voted by the Corporation.


                                   ARTICLE 8
                                   Liability

     No person or his personal representatives shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by such person in good



                                      -14-
<PAGE>   15
faith as an officer or employee of the Corporation, or as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic Corporation,
partnership, joint venture, trust employee benefit-plan, or other enterprise,
whether for profit or not, which he serves or served at the request of the
Corporation, if such person (a) exercised and used the same degree of care and
skill as a prudent man would have exercised and used under like circumstances,
charged with a like duty, or (b) took or omitted to take such action in reliance
upon advice of counsel for the Corporation or such enterprise or upon statements
made or information furnished by persons employed or retained by the Corporation
or such enterprise upon which he had reasonable grounds to rely. The foregoing
shall not be exclusive of other rights and defenses to which such person or his
personal representatives may be entitled under law.

                                   ARTICLE 9
                                Indemnification

     Section 9.01. Actions by a Third Party. The Corporation shall indemnify any
person who is or was a party, or is threatened to be made a defendant or
respondent, to a proceeding, including any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than actions by or in the right of the Corporation), and
whether formal or informal, who is or was a Director, officer, or employee of
the Corporation or who, while a Director, officer, or employee of the
Corporation, is or was serving at the Corporation's request or direction as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, either for profit or not, against:

          (a)  any reasonable expenses (including attorneys' fees) incurred with
     respect to a proceeding, if such person is wholly successful on the merits
     or otherwise in the defense of such proceeding, or

          (b)  judgments, settlements, penalties, fines (including excise taxes
     assessed with respect to employee benefit plans) and reasonable expenses 
     (including attorneys' fees) incurred with respect to a proceeding where 
     such person is not wholly successful on the merits or otherwise in the 
     defense of the proceeding if:

          (i)  the individual's conduct was in good faith; and

          (ii) the individual reasonably believed:

               (A)  in the case of conduct in the individual's capacity as a
               Director, officer or employee of the Corporation, that the
               individual's conduct was in the Corporation's best interests; and

     
                                      -15-
<PAGE>   16
               (B)  in all other cases, that the individual's conduct was at
               least not opposed to the Corporation's best interests; and

         (iii) in the case of any criminal proceeding, the individual either:

               (A)  had reasonable cause to believe the individual's conduct
               was lawful; or

               (B)  had no reasonable cause to believe the individual's conduct
               was unlawful.

The termination of a proceeding by a judgment, order, settlement, conviction, 
or upon a plea of nolo contenders or its equivalent is not, of itself, 
determinative that the Director, officer, or employee did not meet the standard 
of conduct described in this Section.

     Section 9.02. Actions by or in the Right of the Corporation. The 
Corporation shall indemnify any person who is or was a party or is threatened 
to be made a defendant or respondent, to a proceeding, including any 
threatened, pending or completed action, suit or proceeding, by or in the right 
of the Corporation to procure a judgment in its favor, by reason of the fact 
that such person is or was a Director, officer, or employee of the Corporation 
or is or was serving at the request or direction of the Corporation as a 
director, officer, partner, trustee, employee, or agent of another foreign or 
domestic corporation, partnership, joint venture, trust, employee benefit plan, 
or other enterprise, whether for profit or not, against any reasonable expenses 
(including attorneys' fees):

          (a)  if such person is wholly successful on the merits or otherwise in
     the defense of such proceeding, or

          (b)  if not wholly successful:

          (i)  the individual's conduct was in good faith; and

          (ii) the individual reasonably believed:

               (A)  in the case of conduct in the individual's capacity as a
               director, officer, or employee of the Corporation, that the
               individual's conduct was in the Corporation's best interests; and

               (B)  in all other cases, that the individual's conduct was at
               least not opposed to the Corporation's best interests,

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 to the 
Corporation unless and only to the extent that the court in which such action 
or suit was brought shall have determined upon application, that


                                      -16-
<PAGE>   17
despite the adjudication of liability but in view of all circumstances of the 
case, such person is fairly and reasonably entitled to indemnification for such 
expenses which such court shall deem proper.

     Section 9.03.  Methods of Determining Whether Standards for 
Indemnification Have Been Met.  Any indemnification under Sections 1 or 2 of 
this Article (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, officer, or employee is proper in the circumstances because he 
has met the applicable standards of conduct set forth in Section 1 or 2. In the 
case of Directors of the Corporation such determination shall be made by any 
one of the following procedures:

          (a) by the Board by a majority vote, of a quorum consisting of
     Directors not at the time parties to the proceeding;

          (b) if a quorum cannot be obtained under (a), by majority vote of a
     committee duly designated by the Board (in which designation Directors who
     are parties may participate), consisting solely of two or more Directors
     not at the time parties to the proceeding;

          (c) by special legal counsel:

          (i) selected by the Board or a committee thereof in the manner
     prescribed in (a) or (b); or

          (ii) if a quorum of the Board cannot be obtained under (a) and a
     committee cannot be designated under (b), selected by a majority vote of
     the full Board (in which selection Directors who are parties may
     participate).

        In the case of persons who are not Directors of the Corporation, such 
determination will be made (a) by the Chief Executive Officer of the
Corporation or (b) if the Chief Executive Officer so directs or in his
absence, in the manner such determination would be made if the person were a
director of the Corporation.

     Section 9.04. Advancement of Defense Expenses.  The Corporation may pay 
for or reimburse the reasonable expenses incurred by a Director, officer, or 
employee who is a part to a proceeding described in Section 1 or 2 of this 
Article in advance of the final disposition of said proceeding if:

          (a) the Director, officer, or employee furnishes the Corporation a
     written affirmation of his good faith belief that he has met the standard
     of conduct described in Section 1 or 2; and


                                      -17-
<PAGE>   18
              (b) the Director, officer, or employee furnishes the Corporation a
written undertaking, executed personally or on his behalf, to repay the advance
if it is ultimately determined that the Director, officer or employee did not
meet the standard of conduct; and

              (c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under Section 1
or 2.

The undertaking required by this Section must be an unlimited general obligation
of the Director, officer, or employee but need not be secured and may be
accepted by the Corporation without reference to the financial ability of such
person to make repayment.

         Section 9.05. Non-Exclusiveness of Indemnification. The 
indemnification and advancement of expenses provided for or authorized by this 
Article does not exclude any other rights to indemnification or advancement of 
expenses that a person may have under:

              (a) the Corporation's articles of incorporation or bylaws;

              (b) any resolution of the Board or the Shareholders of the 
     Corporation;

              (c) any other authorization adopted by the Shareholders; or

              (d) otherwise as provided by law, both as to such person's actions
     in his capacity as a Director, officer, or employee of the Corporation and
     as to actions in another capacity while holding such office.

All such indemnification, including the indemnification authorized by this 
Article, shall continue as to a person who has ceased to be a Director, 
officer, or employee, and shall inure to the benefit of the heirs and personal 
representatives of such person.

                                   ARTICLE 10
                                   Amendments

         Section 10.01. Amendment of By-Laws. The power to make, alter, amend 
or repeal these By-Laws is vested in the Board, but the affirmative vote of a 
number of Directors equal to a majority of the number who would constitute a 
full Board of Directors at the time of such action shall be necessary to take 
any action for the making, alteration, amendment or repeal of these By-Laws.