AMENDED AND RESTATED BY-LAWS

                                       OF

                             APAC TELESERVICES, INC.

                            (AN ILLINOIS CORPORATION)

                     


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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1 - OFFICES........................................................  1
      Section 1.1  PRINCIPAL OFFICE........................................  1
      Section 1.2  REGISTERED OFFICE.......................................  1

ARTICLE 2 - MEETINGS OF SHAREHOLDERS.......................................  1
      Section 2.1  PLACE OF MEETINGS.......................................  1
      Section 2.2  ANNUAL MEETINGS.........................................  1
      Section 2.3  SPECIAL MEETINGS........................................  1
      Section 2.4  NOTICE OF MEETINGS......................................  2
      Section 2.5  WAIVER OF NOTICE........................................  2
      Section 2.6  CLOSING OF TRANSFER BOOKS AND FIXING OF
            RECORD DATE....................................................  2
      Section 2.7  VOTING LISTS............................................  3
      Section 2.8  QUORUM..................................................  3
      Section 2.9  MANNER OF ACTING........................................  3
      Section 2.10 PROXIES.................................................  3
      Section 2.11 VOTING OF SHARES BY CERTAIN HOLDERS.....................  4
      Section 2.12 NOTICE OF SHAREHOLDER BUSINESS AND   NOMINATIONS........  4
      Section 2.13 INFORMAL ACTION BY SHAREHOLDERS.........................  7

ARTICLE 3 - DIRECTORS......................................................  7
      Section 3.1  GENERAL POWERS..........................................  7
      Section 3.2  NUMBER, TENURE AND QUALIFICATIONS.......................  7
      Section 3.3  REGULAR MEETINGS........................................  8
      Section 3.4  SPECIAL MEETINGS........................................  8
      Section 3.5  NOTICE..................................................  8
      Section 3.6  QUORUM..................................................  8
      Section 3.7  MANNER OF ACTING........................................  9
      Section 3.8  VACANCIES...............................................  9
      Section 3.9  RESIGNATION.............................................  9
      Section 3.10 COMPENSATION............................................  9
      Section 3.11 PRESUMPTION OF ASSENT...................................  9
      Section 3.12 COMMITTEES..............................................  9
      Section 3.13 REMOVAL OF DIRECTORS.................................... 10
      Section 3.14 INFORMAL ACTION BY DIRECTORS............................ 11
      Section 3.15 RELIANCE ON BOOKS....................................... 11


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ARTICLE 4 - OFFICERS....................................................... 11
      Section 4.1  NUMBER.................................................. 11
      Section 4.2  ELECTION AND TERM OF OFFICE............................. 12
      Section 4.3  REMOVAL................................................. 12
      Section 4.4  VACANCIES............................................... 12
      Section 4.5  CHAIRMAN OF THE BOARD OF DIRECTORS...................... 12
      Section 4.6  THE PRESIDENT........................................... 12
      Section 4.7  CHIEF FINANCIAL OFFICER................................. 12
      Section 4.8  VICE PRESIDENTS......................................... 12
      Section 4.9  TREASURER............................................... 13
      Section 4.10 SECRETARY............................................... 13
      Section 4.11 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.......... 13
      Section 4.12 SALARIES................................................ 13

ARTICLE 5 -SHARES, CERTIFICATES FOR SHARES AND
      TRANSFER OF SHARES................................................... 14
      Section 5.1  REGULATION.............................................. 14
      Section 5.2  CERTIFICATES FOR SHARES................................. 14
      Section 5.3  CANCELLATION OF CERTIFICATES............................ 14
      Section 5.4  LOST, STOLEN OR DESTROYED CERTIFICATES.................. 15
      Section 5.5  TRANSFER OF SHARES...................................... 15
      Section 5.6  FACSIMILE SIGNATURE..................................... 15
ARTICLE 6 - CONTRACTS...................................................... 15

ARTICLE 7 - FISCAL YEAR.................................................... 16

ARTICLE 8 - DIVIDENDS...................................................... 16

ARTICLE 9 - SEAL........................................................... 16

ARTICLE 10 - INDEMNIFICATION............................................... 16

      Section 10.1 ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE
             CORPORATION................................................... 16
      Section 10.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION........... 17
      Section 10.3 AUTHORIZATION OF INDEMNIFICATION........................ 17
      Section 10.4 PAYMENT OF EXPENSES IN ADVANCE.......................... 17
      Section 10.5 SUCCESSFUL DEFENSES..................................... 18
      Section 10.6 PROVISIONS NOT EXCLUSIVE................................ 18


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      Section 10.7 INSURANCE............................................... 18
      Section 10.8 NOTICE TO SHAREHOLDERS.................................. 18
      Section 10.9 DEFINITIONS............................................. 18
      Section 10.10 INDEMNIFICATION OF EMPLOYEES AND AGENTS
                   OF THE CORPORATION...................................... 19
      Section 10.11 CONTINUATION OF RIGHTS ................................ 19

      Section 10.12 PAYMENTS A BUSINESS EXPENSE ........................... 19

ARTICLE 11 - AMENDMENTS.................................................... 19


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                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             APAC TELESERVICES, INC.

                                    ARTICLE 1

                                     OFFICES

            SECTION 1.1    PRINCIPAL OFFICE.
The principal office of the corporation shall be in Deerfield, Illinois, and the
corporation may have such other offices, either within or without the State of
Illinois, as it may require from time to time.

            SECTION 1.2    REGISTERED OFFICE.
The registered office of the corporation required by The Business Corporation
Act (the "Act") to be maintained in the State of Illinois may be, but need not
be, identical with the principal office in the State of Illinois, and the
address of the registered office may be changed from time to time by the Board
of Directors.

                                    ARTICLE 2

                            MEETINGS OF SHAREHOLDERS

            SECTION 2.1    PLACE OF MEETINGS.
All meetings of the shareholders may be held at such place as shall be
designated from time to time by the Board of Directors and stated in the notice
of meeting or in a duly executed waiver of notice thereof. If no designation is
made, the place of meeting shall be the principal office of the corporation.

            SECTION 2.2    ANNUAL MEETINGS.
An annual meeting of the shareholders, commencing in 1996, shall be held each
year within 180 days after the close of the immediately preceding fiscal year of
the corporation, at such time and place as shall be designated by the Board of
Directors.

            SECTION 2.3 SPECIAL MEETINGS.
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by the Act, the Articles of Incorporation or these By-laws,
may only be called by the Chairman of the Board, the President or a majority of
the total number of directors which the corporation would have if there were no
vacancies (the "Whole Board"). Such request shall state the purpose or purposes
of the proposed meeting.

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            SECTION 2.4    NOTICE OF MEETINGS.
Written or printed notice stating the place, day and hour of the meeting of
shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten days (or in a
case involving a merger, consolidation, share exchange, dissolution or sale,
lease or exchange of assets, not less than twenty days) nor more than sixty days
before the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, President, the Secretary or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at the
meeting. If mailed, the notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the shareholder at his or her address as it
appears on the records of the corporation, with postage thereon prepaid. Only
such business shall be conducted at a special meeting of shareholders as shall
have been brought before the meeting pursuant to the corporation's notice of
meeting.

            SECTION 2.5    WAIVER OF NOTICE.
Whenever any notice is required to be given under the provisions of these
By-laws or under the provisions of the Articles of Incorporation or under the
provisions of the Act or otherwise, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute waiver of notice thereof unless the
person at the meeting objects to the holding of the meeting because proper
notice was not given.

     SECTION 2.6 CLOSING OF TRANSFER  BOOKS AND FIXING OF RECORD  DATE.  
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders, or shareholders entitled to receive payment
of any dividend, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors of the corporation may provide that
the share transfer books shall be closed for a stated period, but not to exceed,
in any case, sixty days. 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 ten days (or in
a case involving a merger, consolidation, share exchange, dissolution or sale,
lease or exchange of assets, at least twenty days) immediately preceding the
meeting. In lieu of closing the share transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty days and, in case
of a meeting of shareholders, not less than ten days (or in a case involving a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than twenty days) immediately preceding such meeting. If the
share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment of the meeting.


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            SECTION 2.7    VOTING LISTS.
The officer or agent who has charge of the transfer books for shares of the
corporation shall make, within twenty days after the record date for a meeting
of shareholders, or ten days before each such meeting, whichever is earlier, a
complete list of 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 the corporation and shall be subject to
inspection by any shareholder, and to copying at the shareholder's expense, at
any time during usual business hours. Such list shall also be produced and kept
open at the time and place of meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in the State of Illinois, shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.
Failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.

            SECTION 2.8    QUORUM.
Unless otherwise provided in the Articles of Incorporation, a majority of the
outstanding shares of the corporation, entitled to vote on a matter, represented
in person or by proxy, shall constitute a quorum for consideration of such
matter at a meeting of shareholders, but in no event shall a quorum consist of
less than one-third of the outstanding shares entitled so to vote. If, however,
such quorum shall not be present or represented by proxy at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, the Chairman of the Board or the President, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, except as hereinafter provided, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

            SECTION 2.9    MANNER OF ACTING.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on a matter shall be the act of
the shareholders, unless the vote of a greater number or voting by classes is
required by The Business Corporation Act of the State of Illinois or the
Articles of Incorporation or these By-laws, in which case such express provision
shall govern and control the decision of such question.

            SECTION 2.10   PROXIES.
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the corporation before or at the time
of the meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

            SECTION 2.11 VOTING OF SHARES BY CERTAIN HOLDERS. 
Shares registered in the name of another corporation, domestic or foreign,
may be voted by such officer, agent, proxy or other legal representative
authorized to vote such shares under the law of 

incorporation of such corporation. The corporation may treat the president
or other person holding the position of chief executive officer of such other
corporation as authorized to vote such shares, together with any other person
indicated and any other holder of an office indicated by the corporate
shareholder to the corporation as a person or as an officer authorized to vote
such shares. Such persons and officers indicated shall be registered by the
corporation on the transfer books for shares and included in any voting list
prepared in accordance with Section 2.7.

            Shares registered in the name of a deceased person, a minor ward or
person under legal disability may be voted by his or her administrator,
executor, or court-appointed guardian, either in person or by proxy, without a
transfer of such shares into the name of such administrator, executor, or
court-appointed guardian. Shares registered in the name of a trustee may be
voted by him or her, either in person or by proxy.

            Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name, if authority to
do so is contained in an appropriate order of the court by which such receiver
was appointed.

            A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.

            Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares entitled to vote
at any given time.

            SECTION 2.12   NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.

            (A) Annual Meetings of Shareholders. (1) Nominations of persons for
election to the Board of Directors of the corporation and the proposal of
business to be considered by the shareholders may be made at an annual meeting
of shareholders (a) by or at the direction of the Board of Directors or (b) by
any shareholder of the corporation who was a shareholder of record at the time
of giving of notice provided for in this By-Law, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this By-Law.

            (2) For nominations or other business to be properly brought before
an annual meeting by a shareholder pursuant to clause (b) of paragraph (A)(1) of
this By-Law, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation and such other business must otherwise be a
proper matter for shareholder action. To be timely, a shareholder's notice shall
be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the 90th day, nor earlier
than the close of business on the 120th day, prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more than 60 days
after 


<PAGE>

such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made by the
corporation. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a shareholder's
notice as described above. Such shareholder's notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or
re-election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange act of 1934, as amended (the
"Exchange Act") and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the shareholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as to
the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the corporation which are owned
beneficially and of record by such shareholder and such beneficial owner.

            (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the corporation is increased and
there is no public announcement by the corporation naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, a
shareholder's notice required by this By-Law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
corporation.

            (B) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of shareholders at which directors are to be elected pursuant to the
corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
corporation who is a shareholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law. In the event
the corporation calls a special meeting of shareholders for the purpose of
electing one or more directors to the Board of Directors, any such shareholder
may nominate a person or persons (as the case may be), for election of such
position(s) as specified in the corporation's notice of meeting, if the
shareholder's notice required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the

<PAGE>


10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a shareholder's notice as described above.

            (C) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this By-Law. Except as otherwise provided by law, the Chairman of
the meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with the procedures set forth in this By-Law and,
if any proposed nomination or business is not in compliance with this By-Law, to
declare that such defective proposal or nomination shall be disregarded.

            (2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

            (3) Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights (i) of shareholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of preferred stock to elect directors under
specified circumstances.

            SECTION 2.13 INFORMAL ACTION BY SHAREHOLDERS.
With the exception of dissolution of this corporation, any action required
to be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed (i) by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voting or (ii) by all of the shareholders entitled to vote with respect to
the subject matter thereof. If such consent is signed by less than all of the
shareholders entitled to vote, then such consent shall become effective only if
at least 5 days prior to the execution of the consent a notice in writing is
delivered to all the shareholders entitled to vote with respect to the subject
matter thereof and, after the effective date of the consent, prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be delivered in writing to those shareholders who have not
consented in writing.

            Dissolution of this corporation may be authorized by the unanimous
consent in writing of the holders of all outstanding shares entitled to vote on
dissolution.

<PAGE>


                                    ARTICLE 3

                                    DIRECTORS

            SECTION 3.1    GENERAL POWERS.
The business and affairs of the corporation shall be managed by or under the
direction of the Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by the Articles of
Incorporation, the Act or these Bylaws directed or required to be exercised or
done by the Shareholders.

           SECTION  3.2 NUMBER,  TENURE AND  QUALIFICATIONS.  
The number of directors which shall constitute the whole Board of the
corporation shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by the Board of Directors but in no
event shall the number of Directors of the corporation be less than one nor more
than six. Each director shall hold office until the next succeeding annual
meeting of shareholders or until the next meeting of shareholders at which
directors are elected. Directors need not be residents of the State of Illinois
nor shareholders of the corporation.

            SECTION 3.3    REGULAR MEETINGS.
A regular meeting of the Board of Directors shall be held without other notice
than this By-law, immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Illinois, for the holding
of additional regular meetings in which case no other notice need be given.

            SECTION 3.4    SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by or at the request of
the Chairman of the Board, the President or any three directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the Board of Directors.

            SECTION 3.5    NOTICE.
Written notice of any special meeting of directors shall be given as follows:

            By mail to each director at his business address at least three
days prior to the meeting; or

            By personal delivery, telegram or facsimile to each director at his
business address at least 24 hours prior to the meeting, or in the event such
notice is given on a Saturday, Sunday or holiday, to each director at his
residence address at least 24 hours prior to the meeting.

            If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice is given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. If notice is given by
facsimile, such notice shall be deemed given when sent with confirmation of
receipt.

            Any director may waive notice of any meeting. The attendance of a
director at any 


<PAGE>


meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

            SECTION 3.6    QUORUM.
A majority of the Whole Board shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. If less than a majority of
such directors are present at said meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice until a quorum
shall be present.

            Unless specifically prohibited by the Articles of Incorporation,
members of the Board of Directors or of any committee of the Board of Directors
may participate in and act at any meeting of such Board of Directors or
committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute attendance at the
meeting of the person or persons so participating.

            SECTION 3.7    MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors unless a greater number is
required by the Articles of Incorporation.

            SECTION 3.8    VACANCIES.
Any vacancy occurring in the Board of Directors that results from an increase in
the number of directors or from the death, resignation or removal of a Director
may be filled by the affirmative vote of at least a majority of remaining
directors office; though less than a quorum of the Board of Directors. A
director appointed by the Board of Directors to fill a vacancy shall serve until
the next meeting of shareholders at which directors are to be elected.

            SECTION 3.9    RESIGNATION.
A director may resign at any time by giving written notice to the Board of
Directors, its chairman, or to the president or secretary of the corporation. A
resignation is effective when the notice is given unless the notice specifies a
future date. The pending vacancy may be filled before the effective date, but
the successor shall not take office until the effective date.

            SECTION 3.10   COMPENSATION.
The Board of Directors, irrespective of any personal interest of any of the
members, shall have the authority to fix the compensation of Directors. The
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at meetings or
a stated salary as Directors. These payments shall not preclude any Director
from serving the corporation in any other capacity and receiving compensation
therefor. Member of special or standing committees may be allowed like
compensation.

            SECTION 3.11   PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the Board of
Directors at which action


<PAGE>


on any corporate matter is taken shall be conclusively presumed to have assented
to the action taken unless his dissent is entered in the minutes of the meeting
or unless he files his written dissent to such action with the person acting as
the secretary of the meeting before the adjournment of the meeting or forwards
such dissent by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent does not apply to a
director who voted in favor of such action.

            SECTION 3.12   COMMITTEES.
The Board of Directors, by resolution, adopted by a majority of directors, may
create one or more committees and appoint members of the Board to serve on the
committee or committees. Each committee shall have two or more members, who
serve at the pleasure of the Board.

            Unless the appointment by the Board of Directors requires a greater
number, a majority of any committee shall constitute a quorum and a majority of
a quorum is necessary for committee action. A committee may act by unanimous
consent in writing without a meeting and, subject to the provisions of these
By-laws or action by the Board of Directors, the committee by majority vote of
its members shall determine the time and place of meetings and the notice
required therefor.

            To the extent specified by the Board of Directors or in the Articles
of Incorporation or these By-laws, each committee may exercise the authority of
the Board of Directors under the Act; provided, however, a committee may not:

            (1) authorize distributions, except for dividends to be paid with
      respect to shares of any preferred or special classes or any series
      thereof;

            (2) approve or recommend to shareholders any act the Act requires to
      be approved by shareholders;

            (3)  fill vacancies on the Board or on any of its
      committees;

            (4) elect or remove officers or fix the compensation of any member
      of the committee;

            (5) adopt, amend or repeal these By-laws;

            (6) approve a plan of merger not requiring shareholder approval;

            (7) authorize or approve reacquisition of shares, except according
      to a general formula or method prescribed by the Board;

            (8) authorize or approve the issuance or sale, or contract for sale,
      of shares or determine the designation and relative rights, preferences,
      and limitations of a series of shares, except that the Board may direct a
      committee to fix the specific terms of the issuance or sale or contract
      for sale or the number of shares to be allocated to

<PAGE>


particular employees under an employee benefit plan; or

            (9) amend, alter, repeal, or take action inconsistent with any
      resolution or action of the Board of Directors when the resolution or
      action of the Board of Directors provides by its terms that it shall not
      be amended, altered or repealed by action of a committee.

            SECTION 3.13   REMOVAL OF DIRECTORS.
Any Director may be removed from office as a Director, at any time, with or
without cause, by the affirmative vote of at least a majority of the outstanding
shares then entitled to vote in the election of Directors of the corporation,
voting as a single class, except that no director shall be removed at a meeting
of shareholders unless the notice of such meeting shall state that a purpose of
the meeting is to vote upon the removal of one or more directors named in the
notice. Only the named director or directors may be removed at such meeting.

            The provisions of the first paragraph of this Section 3.13 shall not
preclude the circuit court of the county in which the corporation's registered
office is located from removing a director of the corporation from office in a
proceeding commenced either by the corporation or by shareholders of the
corporation holding at least 10 percent of the outstanding shares of any class
if the court finds (1) the director is engaged in fraudulent or dishonest
conduct or has grossly abused his or her position to the detriment of the
corporation, and (2) removal is in the best interest of the corporation. If the
court removes a director, it may bar the director from reelection for a period
prescribed by the court. If such a proceeding is commenced by the shareholders,
they shall make the corporation a party defendant.

            SECTION 3.14 INFORMAL ACTION BY DIRECTORS. 
Any action required to be taken at a meeting of the Board of Directors, or
any other action which may be taken at a meeting of the Board of Directors or a
committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof or by all the
members of such committee, as the case may be.

            SECTION 3.15   RELIANCE ON BOOKS.
A member of the Board of Directors or a member of any committee designated by
the Board of Directors shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or reports made to
the corporation by any of its officers, or by an independent certified public
accountant, or by an appraiser selected with reasonable care by the Board of
Directors or by any committee, or in relying in good faith upon other records of
the corporation.

                                    ARTICLE 4

                                    OFFICERS

            SECTION 4.1    NUMBER.

<PAGE>


The Board of Directors shall have full discretion to appoint officers for the
corporation. These officers may include a Chairman of the Board of Directors, a
President, a Chief Financial Officer, one or more Vice Presidents, a Treasurer
and a Secretary, each of whom shall be elected by the Board of Directors. The
Board of Directors may appoint other officers if deemed necessary who shall have
such authority and shall perform such duties as from time to time may be
prescribed by the Board of Directors. Any two or more offices may be held by the
same person.

            SECTION 4.2 ELECTION AND TERM OF OFFICE. 
The officers of the corporation shall be elected by the Board of Directors.
Vacancies may be filled or new offices filled at any meeting of the Board of
Directors. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

            SECTION 4.3    REMOVAL.
Any officer or agent of the corporation may be removed by the Board of
Directors, with or without cause, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights.

            SECTION 4.4    VACANCIES.
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors.

            SECTION 4.5 CHAIRMAN OF THE BOARD OF DIRECTORS. 
The Chairman of the Board shall be the chief executive officer of the
corporation. He shall have executive authority to see that all orders and
resolutions of the Board of Directors are carried into effect and, subject to
the control vested in the Board of Directors by statute, by the Articles of
Incorporation or by these By-Laws, shall administer and be responsible for the
overall management of the business and affairs of the corporation. He shall
preside at all meetings of the shareholders and of the Board of Directors, and
in general shall perform all duties incident to the office of the Chairman of
the Board and such other duties as from time to time may be assigned to him by
the Board of Directors.

            SECTION 4.6    THE PRESIDENT.
The President shall perform such duties as may from time to time be assigned by
the Board of Directors or the Chairman of the Board, and in the absence or
disability of the Chairman of the Board, shall perform the duties of the
Chairman of the Board.

            SECTION 4.7    CHIEF FINANCIAL OFFICER.
The Chief Financial Officer (if any) shall act in an executive financial
capacity. He shall assist the Chairman of the Board and the President in the
general supervision of the corporation's financial policies and affairs.

            SECTION 4.8    VICE PRESIDENTS.
Any one or more of the Vice Presidents may be designated by the Board of
Directors as an Executive Vice President, Senior Vice President or such other
designation as the Board of Directors may deem appropriate. In the absence of
the President or in the event of his inability or refusal to 

<PAGE>

act, the Executive Vice President shall perform the duties and exercise the
functions of the President. If there is no Executive Vice President, or if there
is more than one, the Board of Directors may determine which one or more of the
Vice Presidents shall perform any of such duties or exercise any of such
functions; if such determination is not made by the Board of Directors, the
President may make such determination. Any Vice President may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the corporation;
and shall perform those other duties which from time to time may be assigned to
him by the Board of Directors or by the chief executive officer.

            SECTION 4.9    TREASURER.
The Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; receive and give receipts for moneys
due and payable to the corporation from any source whatsoever and deposit all
such moneys in the name of the corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the provisions of
Article V of these By-laws; and (b) in general, perform all duties incident to
the office of Treasurer and all other duties as from time to time may be
assigned to him by the Board of Directors or the chief executive officer. If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in the sum and with a surety or sureties as the
Board of Directors shall determine.

            SECTION 4.10   SECRETARY.
The Secretary shall: (a) keep the minutes of the shareholders' and of the Board
of Directors' meetings in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
By-laws or as required by law; (c) be custodian of the corporate records and, if
the corporation has a corporate seal, of the seal of the corporation and see
that the seal of the corporation is affixed to all certificates for shares prior
to the issue thereof and to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized in accordance with the
provisions of these By-laws; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign, with the President or a Vice President, certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the share transfer books of the
corporation; and (g) in general, perform all duties incident to the office of
Secretary and all other duties as from time to time may be assigned to him by
the Board of Directors or the chief executive officer.

            SECTION 4.11 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. 
The Assistant Secretaries as thereunto authorized by the Board of Directors
may sign with the President or a Vice President certificates for shares of the
corporation, the issue of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers and Assistant Secretaries, in
general, shall perform such duties as shall be assigned to them by the Treasurer
or the Secretary, respectively, or by the Board of Directors or the chief
executive officer. The Assistant Treasurers shall, respectively, if required by
the Board of Directors, give bonds for the faithful discharge of their duties in
sums and with sureties as the Board of Directors shall determine.


<PAGE>


            SECTION 4.12   SALARIES.
The salaries of the officers shall be fixed from time to time by the Board of
Directors or a committee thereof, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.

                                    ARTICLE 5

            SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES

            SECTION 5.1    REGULATION.
The Board of Directors may make such rules and regulations as it may deem
expedient concerning the issuance, transfer and registration of certificates for
shares of the corporation, including the appointment of transfer agents and
registrars.

            SECTION 5.2    CERTIFICATES FOR SHARES.
The shares of the corporation shall be represented by certificates which shall
be signed by the Chairman of the Board, the President, the Chief Financial
Officer or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, shall be numbered serially for each
class of shares, or series thereof, as they are issued and may be sealed with
the seal, or a facsimile of the seal, of the corporation. If a certificate is
countersigned by a transfer agent or registrar, other than the corporation
itself or its employee, any other signatures or countersignatures on the
certificate may be facsimiles. If the corporation shall be authorized to issue
shares of more than one class, 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 of 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 shall be 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. This
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 and without charge.

            Each certificate representing shares shall also state the name of
the corporation, the date of issue, that the corporation is organized under the
laws of the State of Illinois, the name of the person to whom it is issued, the
number and class of shares and the designation of the series, if any, which the
certificate represents. Each certificate shall be otherwise in such form as may
be prescribed by the Board of Directors and as shall conform to the rules of any
Stock Exchange on which the shares may be listed.

            SECTION 5.3 CANCELLATION OF CERTIFICATES. 
All certificates surrendered to the corporation for transfer shall be
canceled and no new certificates shall be issued in lieu thereof until the
former certificate for a like number of shares shall have been surrendered and
canceled, except as herein provided with respect to lost, stolen or destroyed
certificates.

<PAGE>


            SECTION 5.4 LOST, STOLEN OR DESTROYED CERTIFICATES. 
Any shareholder claiming that his certificate for shares is lost, stolen or
destroyed may make an affidavit or affirmation of that fact and lodge the same
with the Secretary of the corporation, accompanied by a signed application for a
new certificate. Thereupon, and if requested by the Board of Directors, upon the
giving of a satisfactory bond of indemnity to the corporation, a new certificate
may be issued representing the same number, class and series of shares as were
represented by the certificate alleged to be lost, stolen or destroyed.

            SECTION 5.5    TRANSFER OF SHARES.
The corporation may from time to time enter into an agreement or agreements with
one or more of its shareholders restricting the transferability of its shares in
accordance with the general corporate purpose to have its shares owned by
persons actively engaged in the corporate business. Subject to the terms of any
such agreement, shares of the corporation shall be transferable on the books of
the corporation by the holder thereof, in person or by his duly authorized
attorney, upon the surrender and cancellation of a certificate or certificates
for a like number of shares. Upon presentation and surrender of a certificate
for shares properly endorsed and payment of all required taxes, if any, the
transferee shall be entitled to a new certificate or certificates in lieu
thereof. As against the corporation, a transfer of shares can be made only on
the books of the corporation and in the manner hereinabove provided, and the
corporation shall be entitled to treat the holder of record of any share as the
owner thereof and 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, except as expressly provided by the
statutes of the State of Illinois.

            SECTION 5.6    FACSIMILE SIGNATURE.
Any of or all the signatures on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

                                    ARTICLE 6

                                    CONTRACTS

            Except as otherwise required by law, the Articles of Incorporation
or these By-laws, any contracts or other instruments may be executed and
delivered in the name and on behalf of the corporation by such officer or
officers of the corporation as the Board of Directors may from time to time
direct. Such authority may be general or confined to specific instances as the
Board may determine.

                                    ARTICLE 7

                                   FISCAL YEAR

            The fiscal year of the corporation shall end on the Sunday nearest
the 31st day of 

<PAGE>


December in each calendar year.

                                    ARTICLE 8

                                    DIVIDENDS

            The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and the Articles of Incorporation.

                                    ARTICLE 9

                                      SEAL

            The Board of Directors may provide a corporate seal which shall be
in the form of a circle and shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Illinois."

                                   ARTICLE 10

                                 INDEMNIFICATION

            SECTION 10.1 ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION.
The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director or officer of the
corporation, or who is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation or, with respect to any
criminal action or proceeding, that the person had reasonable cause to believe
that his or her conduct was unlawful.

            SECTION 10.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. 
The corporation shall indemnify any person who was or is a party, or is
threatened to be made a 

<PAGE>

party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
if such person acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation, provided
that no indemnification shall be made with respect to any claim, issue, or
matter as to which such person has been adjudged to have been liable to the
corporation, unless, and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court shall deem proper.

            SECTION 10.3 AUTHORIZATION OF INDEMNIFICATION. 
Any indemnification under Sections 10.1 and 10.2 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 or
officer is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in Sections 10.1. and 10.2. of this Article. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by advice of independent legal
counsel, or (3) by the shareholders. In any determination denying
indemnification, the burden of proof shall be on the corporation to prove by
clear and convincing evidence that indemnification should not be allowed.

            SECTION 10.4 PAYMENT OF EXPENSES IN ADVANCE. 
Notwithstanding any other provisions of this Article 10, expenses incurred
in defending a civil or criminal action, suit or proceeding shall, unless the
Board of Directors determines otherwise, be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount, if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this Article 10.

            SECTION 10.5   SUCCESSFUL DEFENSES.
Notwithstanding any other provisions of this Article 10, to the extent that a
director or officer of the corporation has been successful, on the merits or
otherwise, in the defense of any action, suit or proceeding referred to in
Sections 10.1 and 10.2 of this Article or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

            SECTION 10.6   PROVISIONS NOT EXCLUSIVE.
The indemnification and advancement of expenses provided by or granted under the
other Sections of this Article 10 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office.

<PAGE>


            SECTION 10.7   INSURANCE.
The corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or who is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this Article 10.

            SECTION 10.8   NOTICE TO SHAREHOLDERS.
If the corporation has paid indemnity or has advanced expenses to a director,
officer, employee or agent, the corporation shall report the indemnification or
advance in writing to the shareholders with or before the notice of the next
shareholders meeting.

            SECTION 10.9   DEFINITIONS.
For purposes of this Article 10, references to "the corporation" shall include,
in addition to the surviving corporation, any merging corporation (including any
corporation having merged with a merging corporation) absorbed in a merger
which, if its separate existence had continued, would have had the power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who was a director, officer, employee or agent of such merging
corporation, or was serving at the request of such merging corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this Article 10 with respect to the surviving corporation as such
person would have with respect to such merging corporation if its separate
existence had continued.

            For purposes of this Article 10, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Article 10.

            SECTION 10.10 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
CORPORATION. 
The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and to the advancement of
expenses, to any employee or agent of the corporation to the fullest extent of
the provisions of this Article 10 with respect to the indemnification and
advancement of expenses of directors and officers of the corporation.

            SECTION 10.11  CONTINUATION OF RIGHTS.
The indemnification and advancement of expenses provided by or granted under
this Article 10 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased 

<PAGE>

to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of that person.

            SECTION 10.12 PAYMENTS A BUSINESS EXPENSE. 
Any payments made to any indemnified party under these By-Laws or under any
other right to indemnification shall be deemed to be an ordinary and necessary
business expense of the corporation, and payment thereof shall not subject any
person responsible for the payment, or the Board of Directors, to any action for
corporate waste or to any similar action.

                                   ARTICLE 11

                                   AMENDMENTS

            Unless the power to make, alter, amend or repeal these By-laws is
reserved to the shareholders by the Articles of Incorporation, these By-laws may
be made, altered, amended or repealed by the shareholders or the Board of
Directors, but no by-laws adopted by the shareholders may be altered, amended or
repealed by the Board of Directors.

November 11, 1998