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AS RESTATED
AUGUST 22, 1996

                                   BY-LAWS OF

                           UNITED CITIES GAS COMPANY

                                    OFFICES

         1.      The principal office shall be in the City of Brentwood, County
                 of Williamson, State of Tennessee.
         2.      The corporation may also have offices at such other places as
the board of directors may from time to time appoint or the business of the
corporation may require.
                                      SEAL
         3.      The corporation seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Illinois."  Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
         4.  Except as otherwise provided herein, meetings of the shareholders
may be held at such place, either within or without the State of Illinois, as
may be designated by the board of directors and stated in the notice of the
meeting.
         5.  The Annual Meeting of Shareholders shall be held as near as
possible to the last Friday of April in each year, if not a legal holiday, and,
if a legal holiday, then on the next secular day following, at ten-thirty
o'clock a.m., when the shareholders shall elect, by a plurality vote, by
ballot, a board of directors, and transact such other business as may properly
be brought before the meeting.
         6.  The holders of a majority of the shares issued and outstanding,
and entitled to vote thereat, present in person, or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the shareholders
for the transaction of business except as otherwise provided by law, by the
Articles of Incorporation by these by-laws.  If, however, such majority shall
not be present or represented at any meeting of the shareholders, a majority of
the


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shareholders entitled to vote thereat, present in person or by proxy, shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount of voting shares
shall be present.  At such adjourned meeting at which the requisite amount of
voting shares shall be represented any business may be transacted which might
have been transacted at the meeting as originally notified.
         7.      At each meeting of the shareholders every shareholder having
the right to vote shall be entitled to vote in person or by proxy appointed by
an instrument in writing subscribed by such shareholder.  No proxy shall be
valid after eleven months from the date of its execution unless otherwise
provided in the proxy.  Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.  In all elections for directors every shareholder shall have the
right to vote in person or by proxy for the number of shares owned by him for
as many persons as there are directors to be elected, or to cumulate said
shares and give one candidate as many votes as the number of directors
multiplied by the number of his shares shall equal, or to distribute them on
the same principle among as many candidates as he shall think fit.  Except
where the books maintained by the Transfer Agent for the transfer of shares of
the corporation shall have been closed or a date shall have been fixed as a
record date for the determination of its shareholders entitled to vote, no
shares shall be voted at any election for directors which shall have been
transferred on the books maintained by said Transfer Agent within twenty days
next preceding such election of directors.
         8.  Written notice of the annual meeting shall be mailed at least ten,
or in case a merger or consolidation is to be acted upon at least twenty, but
not more than forty days prior to the date thereof to each shareholder entitled
to vote thereat at such address as appears on the books maintained by the
Transfer Agent for the transfer of shares of the corporation.
         9.  The Transfer Agent of the corporation shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
of


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the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours.  Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.
         10.  Special meetings of the shareholders may be called only by the
chairman, by the president, by the secretary, by the board of directors, or in
the manner hereafter prescribed by the holders of not less than one-fifth of
all the outstanding shares entitled to vote on the matter for which the meeting
is called.  At any time, upon written request of shareholders holding in the
aggregate one-fifth of all the outstanding shares entitled to vote on the
matter for which a meeting is called, it shall be the duty of the secretary to
call a special meeting of shareholders to be held at the registered office at
such time as the secretary may fix, not less than ten nor more than forty days
after the receipt of said request, and if the secretary shall neglect or refuse
to issue such call, shareholders making the request may do so upon no less than
forty days' written notice.  Such request shall state the purpose or purposes
of the proposed meeting.
         11.  Persons authorized to call shareholders' meetings shall cause
written notice of the time, place and purpose of the meeting to be given all
shareholders entitled to vote at such meeting, at least ten, or in case a
merger or consolidation is to be acted upon at the meeting, at least twenty but
not more than forty days prior to the day named for the meeting, provided that
written notice given by shareholders calling a meeting in accordance with
paragraph 10 above shall be given forty days prior to the date named for the
meeting.  If such written notice is placed in the United States mail, postage
prepaid, and addressed to a shareholder at his last known post office address,
notice shall be deemed to have been given him.  Notice of any shareholders'
meeting may be waived by any shareholder at any time.
         12.  Business transacted at all special meetings shall be confined to
the object stated in the call.


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                                   DIRECTORS
         13.  The property and business of the corporation shall be managed by
its board of directors, which shall be eleven (11) in number and divided into
three classes, which shall be as nearly equal in number as possible, as
provided in the Articles of Incorporation.  The number of directors may be
increased or decreased by amendment to these by-laws, provided the number of
directors shall not be less than three.  In case of any increase in the number
of directors, the additional directors may be elected by the shareholders at
any meeting, annual or special, duly called for that purpose, or by the board
of directors.  Except as otherwise herein provided, the directors shall be
elected at the annual meeting of shareholders.  Each director shall be elected
to serve until his successors shall be elected and shall qualify; provided,
however, that in no event shall any director who is first elected on or after
February 16, 1976, be permitted to serve on or after his date of retirement,
which retirement date shall be deemed to be the date of the Annual Meeting of
Shareholders of the Company next following the date on which a director has
attained age 70.
         Nominations for the election of directors may be made by the board of
directors or by any shareholder entitled to vote for the election of directors.
Nominations by the board of directors may be made at any time.  Nominations by
shareholders shall be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the secretary of the corporation
not less than 30 days nor more than 40 days prior to any meeting of the
shareholders called for the election of directors; provided, however, that if
less than 30 days' notice of the meeting is given to shareholders, such written
notice shall be delivered or mailed, as prescribed, to the secretary of the
corporation not later than the close of the seventh day following the day on
which notice of the meeting was mailed to shareholders.  Each notice of
nomination by a shareholder shall set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in such notice, (ii)
the principal occupation or employment of each such nominee and (iii) the
number of share of stock of the corporation which are beneficially owned by
each nominee.  The chairman of the meeting may, if the facts warrant, determine
and declare to


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the meeting that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded.
         14.  The directors may hold their meetings and have one or more
offices, and keep the books of the corporation in the City of Brentwood,
Tennessee, or at such other places as they may from time to time determine.
         15.  The entire board of directors or any individual director may, at
any special meeting of the shareholders called for that purpose in the manner
provided by Paragraph 10 and 11 hereof, be removed from office by a vote of
shareholders holding a majority of the outstanding shares entitled to a vote at
an election of directors.  In case the board or any one or more directors be so
removed, new directors may be elected at the same meeting.  Unless the entire
board be removed, no individual director shall be removed in case the votes of
a sufficient number of shares are cast against the resolution for his removal,
which, if cumulatively voted at an election of the whole board, would be
sufficient to elect one or more directors.
         16.  If the office of a any director or directors becomes vacant by
reason of death, resignation, retirement, disqualification, removal from
office, or otherwise, such vacancy or vacancies may be filled by the
affirmative vote of a majority of the remaining directors.  A director thus
elected to fill any vacancy shall hold office until the next annual election
and until a successor or successors have been duly elected, unless sooner
displaced.
         17.  In addition to the powers and authorities by these by-laws
expressly conferred upon it, the board of directors may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these by-laws directed or
required to be exercised or done by the shareholders.


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                              EXECUTIVE COMMITTEE
         18.  The board of directors shall by resolution or upon recommendation
of the Chairman and approval of the majority of the entire Board, establish an
Audit Committee and a Compensation Committee and may by resolution or
resolutions, passed by a majority of the whole Board, designate one or more
additional committees, each committee to consist of two or more directors, who
shall serve at the pleasure of the Board.  Such committees shall have any may
exercise such powers permitted by law as may be directed or delegated by the
board of directors from time to time.  Vacancies in the membership of the
committees shall be filed by the board of directors at a regular or a special
meeting called for that purpose.

                           COMPENSATION OF DIRECTORS
         19.  Directors who are not employees of the Company shall be paid a
stated salary for their service plus a fixed sum and expenses of attendance at
each regular and 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 or
preclude the Chairman of the Board from receiving any stated salary for his
services as such.  Members of special or standing committees will be allowed
like compensation for attending committee meetings.  The board of directors
shall have the authority to fix the compensation of directors unless otherwise
provided by the Articles of Incorporation.

                             MEETINGS OF THE BOARD
         20.  Each newly elected board shall hold its annual meeting
immediately following the annual meeting of shareholders at the place where
such annual meeting of shareholders was held, and no notice of such annual
meeting to the new elected directors shall be necessary in order legally to
constitute the annual meeting, provided a quorum shall be present.


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         21.  Regular meetings of the board of directors may be held at such
place as a majority of the directors may from time to time appoint.  Notice of
such regular meeting shall be given at least five days before the meeting by
mail or telegram by the chairman of the board or in his absence, by the
president.  Such notice need not specify the business to be transacted at such
regular meeting, but shall state that the meeting to be held is a regular
meeting of the board.
         22.  Special meetings of the board may be called by the chairman of
the board, or in his absence, by the president on five (5) days' notice to each
director, by mail or telegram, or notice may be waived by the directors.
Special meetings shall be called by the chairman of the board or by the
president or the secretary in like manner and on like notice on the written
request of two directors.
         23.  At all meetings of the board a majority of 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 Articles of
Incorporation or by these By-laws.
         24.  No business shall be transacted at any special meeting of the
board which shall not have been stated in the notice thereof, except upon
written approval of all the directors of the corporation.

                                    OFFICERS
         25.  The officers of the corporation shall be elected by the directors
and shall be a chairman of the board, a president, one or more vice presidents,
a secretary and a treasurer.  The board of directors may also appoint one or
more assistant secretaries and assistant treasurers.  Any two of the offices of
the corporation may be held by one person except the offices of president and
secretary.  The board of directors may appoint one or more assistant
secretaries and assistant treasurers to perform their respective duties and to
have such powers of the secretary and treasurer as shall from time to time be
assigned to them by the board of directors.


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         26.  The chairman of the board and the president shall be a member of
the board of directors.  No other officers of the corporation need be a member
of the board.  No vice president who is not a director may succeed to or fill
the office of the president.
         27.  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 shall be determined from time to time by
the board.
         28.  The salaries of all elected officers of the corporation shall be
              fixed by the board of directors.
         29.  The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead.  Any officer, manager or
agent elected or appointed by the board of directors may be removed at any time
by the affirmative vote of a majority of the whole board of directors, whenever
in their judgment the best interest of the corporation will be served thereby,
such removal, however, to be without prejudice to the contract rights of the
person so removed.
         If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a majority of
the whole board of directors.
         30.  The chairman of the board shall preside at all meetings of the
              shareholders and the board of directors.

                                   PRESIDENT
         31.  The president shall be the chief executive officer of the
corporation and shall have active supervision and general charge of the
property, business and employees of the corporation, subject, however, to the
control of the board of directors; he shall see that all resolutions and orders
of the board of directors are carried into effect; he shall exercise such other
powers and perform such other duties as shall be incident to the office of
president or as may be required by the board of directors.  In the absence or
inability to act of the chairman of the board of directors, the president shall
preside at all meetings of the shareholders and the board of directors and
shall during such absence exercise all the powers of the chairman of the board.



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         32.  He shall execute bonds, mortgages, and other contracts requiring
the seal, under the seal of the corporation, but the authority to execute such
instruments may also be vested in others as provided in Paragraph 41 of these
by-laws.
         33.  He shall be EX OFFICIO a member of all standing committees, and
shall have the general powers and duties of supervision and management usually
vested in the office of president of a corporation.

                                VICE PRESIDENTS
         34.  Each vice president shall have such powers and perform such
duties as the board of directors may from time to time prescribe or as the
chairman of the board or the president may from time to time delegate to him.
At the request of the president, any vice president may, in the case of the
absence or inability to act of the president, temporarily act in his place.  In
the case of the death of the president or in the case of his absence or
inability to act where no vice president has been designated to act temporarily
in his place, the board of directors shall designate one or more vice
presidents to perform the duties of the president.

                    THE SECRETARY AND ASSISTANT SECRETARIES
         35.  The secretary shall attend all sessions of the board and all
meetings of the shareholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose.  He shall give, or cause to
be given, notice of all meetings of the shareholders and special meetings of
the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or 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
the assistant secretary or an assistant secretary.


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         36.  The assistant secretary, or assistant secretaries in the order of
their seniority, shall, in the absence or disability of the secretary, perform
the duties and exercise the powers of the secretary, and shall perform such
other duties as the board of directors shall prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS
         37.  The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts or receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys, and other valuable effects in the name and to the credit of the
corporation in such depositaries as may be designated by the board of
directors.
         38.  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
and of the financial condition of the corporation.
         39.  If required by the board of directors, he shall give the
corporation a bond in such sum, and with such surety or sureties as shall be
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.
         40.  The assistant treasurer, or assistant treasurers in the order of
their seniority, shall, in the absence or disability of the treasurer, perform
the duties and exercise the powers of the treasurer, and shall perform such
other duties as the board of directors shall prescribe.

                      DUTIES OF OFFICERS MAY BE DELEGATED
         41.  The board of directors, except as otherwise provided in these
by-laws, may authorize any officer or officers, or agent or agents, to enter
into any bond, mortgage or contract or execute and deliver any instrument in
the name and on behalf of the corporation, and such authority may be general or
confined to specific instances; and, unless so authorized by the board of
directors or


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by the provisions of these by-laws, no officer, agent or employee other than
the chairman of the board of directors and the president shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable pecuniarily for any purpose or to any
allowance.
         42.  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.

                            CONSIDERATION FOR SHARES
         43.  Without the consent of any holder of any share of the capital
stock of this corporation, the shares of stock of this corporation may be
issued by it from time to time in such number or amount of shares of said
stock, and for such consideration, not less than the par value thereof, in
labor or services actually performed, money or property, as from time to time
may be fixed and determined by the board of directors of this corporation at
any annual meeting or any special meeting called for said purpose, and the
right, power and authority of said board of directors from time to time so to
authorize and order the issuance by this corporation of the said shares of said
stock, in such number or amount of share, and for such consideration in labor,
services actually performed, money or property, as from time to time said board
may fix and determine, is hereby absolutely reserved to said board of
directors.
         Payment or delivery to, or receipt by this corporation of such
consideration as may be so fixed and determined by its board of directors for
the issuance of any share or shares of its said stock, as hereinbefore in this
Paragraph 43 provided, shall operate and be construed, deemed and held:  (i) to
discharge, release and satisfy fully and absolutely, all liability to this
corporation and/or to its creditors now or at any time hereafter existing, of
any subscriber for, and/or holder or any such share or shares so authorized to
be issued in any way on account of, founded upon, or


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arising out of any subscription for, and/or purchase of, and/or issuance of a
certificate or certificates representing such share or shares, and (ii) to
constitute such share or shares as full paid and non-assessable.

                        CERTIFICATES REPRESENTING SHARES
         44.  Certificates evidencing the ownership of shares of the
corporation shall bear such serial designation (which may be a combination of
letters and numbers) as shall be prescribed by the board of directors and the
ownership thereof shall be recorded in books maintained by the Transfer Agent
for recording the transfer of shares of the corporation as they are issued.
They shall state that the corporation is organized under the laws of the State
of Illinois, the name of the person of whom issued, the number and class of
shares, and the designation of the series, if any, which such certificate
represents, the par value of each share represented by such certificate, and
such authorization number as may be prescribed by an Order or Orders of the
Illinois Commerce Commission.  They shall be signed by the president or a vice
president, and the secretary or an assistant secretary, and sealed with the
seal or a facsimile seal of the corporation.  In case the seal of the
corporation is changed after the certificate is sealed with the seal or a
facsimile of the seal of the corporation, but before it is issued, the
certificate may be issued by the corporation with the same effect as if the
seal had not been changed.  Where such certificate is countersigned by a
transfer agent other than the corporation itself or an employee of the
corporation, or by a transfer clerk and registered by a registrar, the
signatures of the president or vice president and the secretary or assistant
secretary upon such certificate may be facsimiles, engraved or printed.  In
case any officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if such officer had not ceased to be such at the date of its issue.


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         Every certificate representing shares issued by the corporation shall
set forth upon the face or back of the certificate a full or summary statement
of all the designations, preferences, qualifications, limitations,
restrictions, and special or relative rights of the shares of each class
authorized to be issued, and if the corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the board of directors to fix and
determine the relative rights and preferences of subsequent series; provided
that such statement may be omitted from the certificate if it shall be set
forth upon the face or back of the certificate that such statement, in full,
will be furnished by the corporation to any shareholder upon request without
charge.

                               TRANSFER OF SHARES
         45.  Transfers of shares shall be made on the books maintained by the
Transfer Agent for the transfer of shares of the corporation only upon
surrender of the certificate therefor, endorsed by the person named in the
certificate or by attorney lawfully constituted in writing.

                           CLOSING OF TRANSFER BOOKS
         46.  The board of directors shall have power to close the stock
transfer books of the corporation for a period not exceeding sixty days
preceding the date of any meeting of shareholders or the date for payment of
any dividend or distribution, or the date for the allotment of rights, or,
subject to contract rights with respect thereto, the date when any change or
conversion or exchange of shares will be made or go into effect; provided,
however, if the share transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days, or in the case
of a merger or consolidation at least 20 days, immediately preceding such
meeting; and provided, further, that in lieu of closing the stock transfer
books as aforesaid, the board of directors may fix in advance a date at least
10, or in the case of a merger or consolidation at least 20, but not more


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<PAGE>   14

than 60 days preceding the date of any meeting of shareholders or the date for
payment of any dividend or distribution, or the date for the allotment of
rights, or, subject to contract rights with respect thereto, the date when any
change or conversion of exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to notice of,
and to vote at, any such meeting, or entitled to receive payment of any
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares of capital stock,
and in such case only such shareholders as shall be shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment
or rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid.

                            REGISTERED SHAREHOLDERS
         47.  The corporation shall be entitled to treat the holder of record
of any share or shares of the corporation 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
Illinois.

                               LOST CERTIFICATES
         48.  Any person claiming a certificate of stock to be lost or
destroyed, shall make an affidavit or affirmation of that fact and advertise
the same in such manner as the board of directors may require.  The owner of a
lost or destroyed certificate(s), or his legal representative will give the
corporation a bond, sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged loss of any such
certificate.  A new certificate of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed, may be issued without
requiring any bond, when, in the judgment of the directors it is proper so to
do.


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<PAGE>   15


                              INSPECTION OF BOOKS
         49.  The directors shall determine from time to time whether and, if
allowed, when and under what conditions and regulations the accounts and books
for the corporation (except as may by statute be specifically open to
inspection) or any of them shall be open to the inspection of the shareholders,
and the shareholders' rights in this respect are and shall be restricted and
limited accordingly.

                                     CHECKS
         50.  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
         51.  The fiscal year shall begin the first day of January in each
year.

                                   DIVIDENDS
         52.  Dividends upon shares of the corporation, subject to the
provisions of the Articles of Incorporation, may be declared by the board of
directors at any regular or special meeting, pursuant to law.  Dividends may be
paid in cash, in property, or in shares of the corporation, and shall be paid
only out of the surplus of the aggregate of the assets of the corporation over
the aggregate of its liabilities, including in the latter the amount of its
capital shares.
         Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends 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
purpose as the directors shall think conductive to the interests of the
corporation.


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<PAGE>   16


                          DIRECTORS' ANNUAL STATEMENT
         53.  The board of directors shall present at each annual meeting and
when called for by vote of the shareholders at any special meeting of the
shareholders, a full and clear statement of the business and condition of the
corporation.

                                    NOTICES
         54.  Whenever under the provisions of these by-laws notice is required
to be given to any director, officer or shareholder, it shall not be construed
to mean any requirement for personal notice, 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 shareholder, officer or director at
such address as appears on the books of the corporation, or, in default of
other address, to such director, officer or shareholder at the General Post
Office in the City of Chicago, Illinois, and such notice shall be deemed to be
given at the time when same shall be thus mailed.
         55.  The notice provided for in these by-laws of any general or
special meeting of the shareholders, or general or special meeting of the
directors, may be waived in writing by the shareholders or directors,
respectively.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
         56.  Each director or officer of the corporation, each former director
or officer, and any person who serves or has served at the request of the
corporation as a director or officer of another corporation in which the
corporation owned shares of the capital stock or of which it was a creditor,
shall be indemnified by the corporation against any costs and expenses which
may be imposed upon or actually and necessarily incurred by him (and for which
he is not otherwise reimbursed), including the amount of any judgments or
fines, in connection with the defense of any action, suit or proceeding,
whether criminal or civil, in which he may be named as a party by reason of his
being or having been such director or officer, or by reason of any action
alleged to have been taken or omitted by him in either such capacity; provided,
however, that the


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corporation shall not indemnify any such person against any costs or expenses
imposed upon or incurred by him in relation to matters as to which he shall be
finally adjudged to be liable for negligence or misconduct in the performance
of duty.  In the event of a settlement of any such action, suit or proceeding
prior to final adjudication, or in the event of a settlement or any claim made
against any such person by reason of his being or having been such director or
officer, such person shall be indemnified against any costs and expenses
actually incurred by him, including any amount paid to effect such settlement,
if the corporation is advised by independent counsel selected or approved by
its board of directors that he acted without negligence or misconduct in the
performance of duty and that such costs and expenses are not unreasonable.  In
the event of a criminal action, suit or proceeding, a conviction or judgment
(whether based on a plea of guilty or nolo contendere or its equivalent, or
after trial) shall not be deemed an adjudication that such person is liable for
negligence or misconduct in the performance of duty if he acted in good faith
in what he considered to be the best interests of the corporation or such other
corporation or such other corporation and with no reasonable cause to believe
that the action was illegal.
         The right of indemnification in this Paragraph 56 provided shall
insure to each person referred to in the first paragraph of this Paragraph 56
whether or not he is such director or officer at the time such costs or
expenses are imposed or incurred, and whether or not the claim asserted against
him is based on matters which antedate the adoption of these by-laws; and in
the event of his death or incapacity shall extend to his legal representatives.
Each person who shall act as a director or officer of the corporation, or if
any such other corporation at the request of the corporation, shall be deemed
to be doing so in reliance upon such right of indemnification; and such right
shall not be exclusive of any other right which he may have.
         None of the provisions of this Paragraph 56 shall be construed as a
limitation upon the right of the corporation to exercise its general power to
enter into a contract or undertaking of indemnity with a director or officer in
any proper case not provided for herein.  The provisions of Paragraph 56 shall
be subject to any limitations contained in applicable statutory laws.


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                       VOTING SHARE IN OTHER CORPORATIONS
         57.  Unless otherwise ordered by the shareholders, the chairman of the
board, the president or a vice president shall have full power and authority in
behalf of the corporation to attend, and to act and to vote, at any meeting of
shareholders of any corporation in which this corporation may hold shares, and
in connection with such meeting shall possess and may exercise in behalf of the
corporation any and all rights and powers incident to the ownership of such
shares, including the power to appoint proxies therefor and to execute any and
all instruments for that purpose.  The directors may, from time to time by
resolution, direct the manner in which shares may be voted or confer these
powers upon any other person or persons.

                                   AMENDMENTS
         58.  These by-laws may be altered or amended only in the manner
prescribed by the Articles of Incorporation.

                      * * * * * * * * * * * * * * * * * *




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