BY-LAWS


                                       OF


                         MIDWEST EXPRESS HOLDINGS, INC.

                       (As Amended through April 29, 1999)


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
CAPITAL STOCK..................................................................1
   1.   Certificates...........................................................1
   2.   Record Ownership.......................................................1
   3.   Transfer...............................................................2
   4.   Lost Certificates......................................................2
   5.   Transfer Agent; Registrar..............................................2
   6.   Record Date............................................................2

MEETINGS OF SHAREHOLDERS.......................................................3
   7.   Annual.................................................................3
   8.   Special................................................................3
   9.   Notice of Meeting......................................................6
  10.   Quorum.................................................................7
  11.   Meeting Procedure......................................................7
  12.   Voting................................................................10
  13.   Corporation's Acceptance of Votes.....................................11
  14.   Inspectors of Election................................................12
  15.   Voting List...........................................................13

BOARD OF DIRECTORS............................................................13
  16.   Resignation...........................................................13
  17.   Annual Meeting........................................................13
  18.   Regular Meetings......................................................13
  19.   Special Meetings......................................................14
  20.   Telephonic Meetings...................................................14
  21.   Director's Assent.....................................................14
  22.   Quorum................................................................14
  23.   Action Without Meeting................................................15
  24.   Organization..........................................................15
  25.   Compensation..........................................................15

COMMITTEES OF THE BOARD.......................................................15
  26.   Standing and Other Committees.........................................15
  27.   Procedure.............................................................16
  28.   Audit Committee.......................................................16
  29.   Compensation Committee................................................16
  30.   Executive Committee...................................................16
  31.   Board Affairs and Nominating Committee................................17
  32.   Alternates; Vacancies in Committees...................................17


                                      (i)
<PAGE>


OFFICERS......................................................................17
  33.   Designation; Election; Qualification; Term............................17
  34.   Duties................................................................17
  35.   Resignation; Removal; Vacancies.......................................18
  36.   Chief Executive Officer...............................................18
  37.   Chairman of the Board, Vice Chairman of
         the Board and President..............................................19
  38.   Vice Presidents.......................................................19
  39.   Chief Financial Officer...............................................19
  40.   Controller............................................................20
  41.   Secretary.............................................................20
  42.   Treasurer.............................................................21

MISCELLANEOUS.................................................................21
  43.   Offices...............................................................21
  44.   Seal..................................................................21
  45.   Fiscal Year...........................................................22
  46.   Annual Report.........................................................22
  47.   Consideration for Shares..............................................22
  48.   Stock Regulation......................................................22
  49.   Indemnification.......................................................22
  50.   Reliance..............................................................28
  51.   Inspection of Books...................................................28
  52.   Transactions with the Corporation.....................................28
  53.   Ratification..........................................................29
  54.   Voting of Stocks......................................................29
  55.   Notice................................................................29
  56.   Waiver of Notice......................................................29
  57.   Dispensing with Notice................................................29
  58.   Amendments............................................................30
  59.   Emergency Provisions..................................................30
  60.   Terms.................................................................30
  61.   Foreign Stock Record..................................................30
  62.   Permitted Percentage..................................................31
  63.   Registration of Shares................................................31
  64.   Equity Offerings......................................................31


* This Table of Contents has not been adopted by the Board
of Directors as part of the By-laws of the corporation, but is
provided solely for the convenience of the reader.




                                      (ii)
<PAGE>


                                     BY-LAWS

                                       OF

                         MIDWEST EXPRESS HOLDINGS, INC.
                           (f/k/a ME WISCONSIN, INC.)

Note:  For  convenience,  the  masculine has been used in these By-Laws with the
intention that it include the feminine as well.

                                  CAPITAL STOCK

     1.   Certificates

     Every  shareholder  shall be entitled to have a certificate in such form as
the Board shall from time to time approve,  signed by the Chairman of the Board,
a Vice  Chairman of the Board,  the  President  or a Vice  President  and by the
Treasurer,  an Assistant  Treasurer,  the  Secretary or an Assistant  Secretary,
certifying  the number of shares owned by him. Any of or all the  signatures  on
the certificate  and the corporate seal may be facsimiles.  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.  While the  corporation  is  authorized to issue
more than one class of stock or more than one series of any class,  there  shall
be set forth on the face or back of each certificate issued a statement that the
corporation  will furnish without charge to each  shareholder who so requests in
writing  a  summary  of  the  designations,  relative  rights,  preferences  and
limitations  applicable  to each  class of  stock,  the  variations  in  rights,
preferences and limitations  determined for each series and the authority of the
Board to determine variations for future series.

     2.   Record Ownership

     The name and  address  of the  holder of each  certificate,  the  number of
shares represented  thereby,  and the date of issuance thereof shall be recorded
in the  corporation's  books and records.  The corporation  shall be entitled to
treat the holder of record of any share of stock as the holder in fact  thereof,
and accordingly  shall not be bound to recognize any equitable or other claim to
or  interest  in any share on the part of any other  person,  whether  or not it
shall have  express or other  notice  thereof,  except as required  by law.  The
corporation has not established, and nothing in these By-Laws shall be deemed to
establish, any procedure by which a beneficial owner of the corporation's shares
that are registered in the name of a nominee is recognized by the corporation as
the shareholder under Section 180.0723 of the Wisconsin Business Corporation Law
("WBCL").


<PAGE>


     3.   Transfer

     Transfer  of stock  shall be made on the books of the  corporation  only by
direction  of the person  named in the  certificate  or his  attorney,  lawfully
constituted  in writing,  and only upon the  surrender for  cancellation  of the
certificate therefor and a written assignment of the shares evidenced thereby.

     4.   Lost Certificates

     Any person  claiming a stock  certificate  in lieu of one lost or destroyed
shall give the  corporation an affidavit as to his ownership of the  certificate
and of the facts which go to prove its loss or  destruction.  He shall also,  if
required by the Board, give the corporation a bond or other indemnification,  in
such  form  as may be  approved  by  the  Board,  sufficient  to  indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss of the certificate or the issuance of a new certificate.

     5.   Transfer Agent; Registrar

     The  corporation  shall maintain one or more transfer  offices or agencies,
each in charge of a transfer agent designated by the Board,  where the shares of
stock of the  corporation  shall be  transferable.  The  corporation  shall also
maintain one or more registry offices,  each in charge of a registrar designated
by the Board,  where such shares of stock shall be  registered.  The same entity
may be both transfer agent and registrar.

     6.   Record Date

     So that the corporation may determine the  shareholders  entitled to notice
of or to vote at any meeting of shareholders,  or any adjournment  thereof,  the
Board may fix a record date which  record date shall not precede the date of any
annual or special  meeting of shareholders by more than seventy days nor be less
than ten days before the date of such meeting (the "Meeting  Record Date"),  and
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, 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. In the case of any Demand Special
Meeting  (as  defined in Section  8), (i) the  Meeting  Record Date shall be not
later than the 30th day after the  Delivery  Date (as  defined in Section 8) and
(ii) if the Board fails to fix the Meeting  Record Date within 30 days after the
Delivery Date,  then the close of business on such 30th day shall be the Meeting
Record Date. Except as provided by the WBCL for a court-ordered  adjournment,  a
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders  shall apply to any  adjournment  of the meeting,  unless the Board
fixes a new Meeting Record Date, which it must do if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting. Subject
to the  procedures  set forth in Section 8(b) relating to the fixing of a Demand
Record  Date (as defined  therein),  the Board may also fix a future date as the
record date to determine  the  shareholders  entitled to take any other  action.
Such  record  date may not be more than 70 days  before the action  requiring  a
determination  of  shareholders.  The record date for  determining  shareholders
entitled  to a  distribution  (other than a  distribution


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<PAGE>


involving a  purchase,  redemption  or other  acquisition  of the  corporation's
shares)  or a share  dividend  is the date on which  the  Board  authorizes  the
distribution  or share  dividend,  as the case may be,  unless the Board fixes a
different record date.

                            MEETINGS OF SHAREHOLDERS

     7.   Annual

     The annual meeting of shareholders  ("Annual  Meeting") for the election of
directors and the  transaction of such other business as may properly be brought
before the meeting shall be held on the fourth  Wednesday in April in each year,
or on such other day, which shall not be a legal holiday, as shall be determined
by the Board. The Annual Meeting shall be held at such place and hour, within or
without the State of Wisconsin,  as shall be  determined by the Board.  The day,
place and hour of each Annual  Meeting  shall be  specified in the notice of the
Annual  Meeting.  The Annual  Meeting may be  adjourned  by the  chairman of the
meeting  from  time to time  and  place  to  place  without  notice  other  than
announcement at the meeting. At any adjourned Annual Meeting the corporation may
transact any business which might have been  transacted at the Annual Meeting as
originally  called.  In accordance  with the  provisions of applicable  law, the
Board acting by resolution may postpone and reschedule any previously  scheduled
Annual Meeting.

     8.   Special

          (a) A  special  meeting  of the  shareholders  of the  corporation  (a
"Special Meeting") may be called only by (i) the Chairman of the Board, (ii) the
President or (iii) the Board and shall be called by the Chairman of the Board or
the President upon the demand, in accordance with this Section 8, of the holders
of record of shares  representing  at least 10% of all the votes  entitled to be
cast on any issue proposed to be considered at the Special Meeting.

          (b) In order  that the  corporation  may  determine  the  shareholders
entitled  to  demand a  Special  Meeting,  the  Board  may fix a record  date to
determine the  shareholders  entitled to make such a demand (the "Demand  Record
Date").  The  Demand  Record  Date  shall not  precede  the date upon  which the
resolution  fixing the Demand  Record Date is adopted by the Board and shall not
be more than 10 days after the date upon which the resolution  fixing the Demand
Record Date is adopted by the Board.  Any  shareholder of record seeking to have
shareholders  demand a Special  Meeting shall,  by sending written notice to the
Secretary of the corporation by hand or by certified or registered mail,  return
receipt  requested,  request the Board to fix a Demand  Record  Date.  The Board
shall promptly, but in all events within 10 days after the date on which a valid
request to fix a Demand Record Date is received,  adopt a resolution  fixing the
Demand  Record Date and shall make a public  announcement  of such Demand Record
Date.  If no Demand Record Date has been fixed by the Board within 10 days after
the date on which such  request is  received by the  Secretary,  then the Demand
Record  Date shall be the 10th day after the first day on which a valid  written
request to set a Demand Record Date is received by the  Secretary.  To be valid,
such  written  request  shall set forth the  purpose or  purposes  for which the
Special  Meeting is to be held,  shall be signed by one or more  shareholders of
record (or their duly authorized proxies or other  representatives),  shall


                                        3
<PAGE>


bear  the  date of  signature  of each  such  shareholder  (or  proxy  or  other
representative)  and shall set forth all information about each such shareholder
and about the beneficial owner or owners, if any, on whose behalf the request is
made that would be required to be set forth in a shareholder's  notice described
in Section 11(b) of these By-Laws.

          (c) In order for a  shareholder  or  shareholders  to demand a Special
Meeting,  a written  demand or demands  for a Special  Meeting by the holders of
record as of the Demand Record Date of shares  representing  at least 10% of all
the votes  entitled  to be cast on any issue  proposed to be  considered  at the
Special Meeting must be delivered to the corporation.  To be valid, each written
demand by a  shareholder  for a  Special  Meeting  shall set forth the  specific
purpose or purposes for which the Special  Meeting is to be held (which  purpose
or purposes shall be limited to the purpose or purposes set forth in the written
request to set a Demand  Record  Date  received by the  corporation  pursuant to
subsection (b) of this Section 8), shall be signed by one or more persons who as
of the Demand Record Date are  shareholders  of record (or their duly authorized
proxies or other representatives), shall bear the date of signature of each such
shareholder (or proxy or other representative), and shall set forth the name and
address, as they appear in the corporation's  books, of each shareholder signing
such demand and the class or series and number of shares of the corporation that
are owned of record and beneficially by each such shareholder,  shall be sent to
the  Secretary  by hand or by  certified  or  registered  mail,  return  receipt
requested,  and shall be  received  by the  Secretary  within 70 days  after the
Demand Record Date.

          (d) The  corporation  shall not be required to call a Special  Meeting
upon  shareholder  demand  unless,  in  addition  to the  documents  required by
subsection  (c) of this Section 8, the  Secretary  receives a written  agreement
signed by each  Soliciting  Shareholder (as defined  herein),  pursuant to which
each  Soliciting  Shareholder,   jointly  and  severally,   agrees  to  pay  the
corporation's  costs of holding  the  Special  Meeting,  including  the costs of
preparing and mailing proxy materials for the  corporation's  own  solicitation,
provided  that  if  each  of  the  resolutions   introduced  by  any  Soliciting
Shareholder at such meeting is adopted, and each of the individuals nominated by
or on behalf of any  Soliciting  Shareholder  for  election  as director at such
meeting is elected,  then the Soliciting  Shareholders  shall not be required to
pay such costs.  For purposes of this  subsection (d), the following terms shall
have the meanings set forth below:

               (i)  "Affiliate"  of any  Person  shall  mean  any  Person  that,
          directly or indirectly through one or more  intermediaries,  controls,
          is controlled by or is under common control with such first Person.

               (ii)  "Participant"  shall have the meaning assigned to such term
          in Rule 14a-11 promulgated under the Securities  Exchange Act of 1934,
          as amended (the "Exchange Act").

               (iii)  "Person"  shall mean any  individual,  partnership,  firm,
          corporation,  association, trust, unincorporated organization or other
          entity, as well as


                                        4
<PAGE>


          any syndicate or group deemed to be a person under Section 14(d)(2) of
          the Exchange Act.

               (iv) "Proxy" shall have the meaning assigned to such term in Rule
          14a-1 promulgated under the Exchange Act.

               (v)  "Solicitation"  shall have the meaning assigned to such term
          in Rule 14a-1 promulgated under the Exchange Act.

               (vi)  "Soliciting  Shareholder"  shall mean,  with respect to any
          Special Meeting demanded by a shareholder or shareholders,  any of the
          following Persons:

                    (A) if the  number of  shareholders  signing  the  demand or
               demands for a meeting  delivered to the  corporation  pursuant to
               subsection  (c) of this  Section  8 is ten or  fewer,  then  each
               shareholder signing any such demand;

                    (B) if the  number of  shareholders  signing  the  demand or
               demands for a meeting  delivered to the  corporation  pursuant to
               subsection  (c) of this  Section 8 is more  than  ten,  then each
               Person who either (I) was a Participant  in any  Solicitation  of
               such demand or demands or (II) at the time of the delivery to the
               corporation of the documents  described in subsection (c) of this
               Section 8, had engaged or intended to engage in any  Solicitation
               of  Proxies  for  use  at  such  Special  Meeting  (other  than a
               Solicitation of Proxies on behalf of the corporation); or

                    (C) any Affiliate of a Soliciting Shareholder, if a majority
               of the directors then in office determine, reasonably and in good
               faith, that such Affiliate should be required to sign the written
               notice  described in subsection  (c) of this Section 8 and/or the
               written  agreement  described in this  subsection (d) in order to
               prevent the purposes of this Section 8 from being evaded.

          (e) Except as provided in the following sentence,  any Special Meeting
shall be held at such  hour and day as may be  designated  by  whichever  of the
Chairman  of the  Board,  the  President  or the Board  shall have  called  such
meeting.  In the case of any Special Meeting called by the Chairman of the Board
or the President upon the demand of shareholders  (a "Demand Special  Meeting"),
such  meeting  shall be held at such  hour and day as may be  designated  by the
Board;  provided,  however, that the date of any Demand Special Meeting shall be
not more than 70 days after the Meeting Record Date;  and provided  further that
in the event that the  directors  then in office fail to  designate  an hour and
date for a Demand  Special  Meeting  within 10 days  after  the date that  valid
written  demands  for such  meeting  by the  holders  of record as of the Demand
Record Date of shares  representing at least 10% of all the votes entitled to be
cast on any issue proposed to be considered at the Special Meeting are delivered
to the corporation (the "Delivery Date"), then such meeting shall be held on the
100th day after the  Delivery  Date or, if such 100th day is not a Business  Day
(as defined  below),  on the first  preceding  Business Day. In fixing a meeting
date for any Special  Meeting,  the Chairman of the Board,  the President or the
Board may consider such factors as he or it


                                        5
<PAGE>


deems relevant  within the good faith exercise of his or its business  judgment,
including,  without  limitation,  the nature of the action proposed to be taken,
the facts and  circumstances  surrounding  any demand for such meeting,  and any
plan of the Board to call an Annual Meeting or a Special Meeting for the conduct
of related business. Any Special Meeting may be adjourned by the chairman of the
meeting  from  time to time  and  place  to  place  without  notice  other  than
announcement  at the meeting.  At any adjourned  Special Meeting the corporation
may  transact  any  business  which  might have been  transacted  at the Special
Meeting as originally  called.  In accordance  with the provisions of applicable
law, the Board acting by resolution  may postpone and  reschedule any previously
scheduled  Special  Meeting;  provided,  however,  that a Demand Special Meeting
shall not be postponed beyond the 100th day following the Delivery Date.

          (f) The  corporation  may engage  nationally or regionally  recognized
independent  inspectors of elections to act as an agent of the  corporation  for
the purpose of promptly  performing a ministerial  review of the validity of any
purported  written  demand or  demands  for a Special  Meeting  received  by the
Secretary.  For the purpose of permitting the inspectors to perform such review,
no purported  demand shall be deemed to have been  delivered to the  corporation
until the earlier of (i) 5 Business Days  following  receipt by the Secretary of
such purported demand and (ii) such date as the independent  inspectors  certify
to the corporation that the valid demands received by the Secretary represent at
least 10% of all the votes  entitled  to be cast on each  issue  proposed  to be
considered at the Special Meeting. Nothing contained in this subsection shall in
any way be construed to suggest or imply that the Board or any shareholder shall
not be entitled to contest the validity of any demand,  whether  during or after
such 5 Business  Day period,  or to take any other  action  (including,  without
limitation,  the  commencement,  prosecution or defense of any  litigation  with
respect thereto).

          (g) For purposes of these  By-Laws,  "Business Day" shall mean any day
other than a Saturday,  a Sunday or a day on which banking  institutions  in the
State of Wisconsin are obligated by law or executive order to close.

     9.   Notice of Meeting

     Written  notice  stating the place,  day and hour of any Annual  Meeting or
Special  Meeting  shall be delivered not less than 10 (unless a longer period is
required  by the WBCL) nor more than 70 days  before  the date of such  meeting,
either  personally or by mail, by or at the direction of the Secretary,  to each
shareholder of record entitled to vote at such meeting and to other shareholders
as may be required by the WBCL. In the event of any Demand Special Meeting, such
notice of meeting  shall be sent not more than 30 days after the Delivery  Date.
If mailed,  notice  pursuant to this  Section 9 shall be deemed to be  effective
when deposited in the United States mail,  addressed to each  shareholder at his
address as it appears on the stock record books of the corporation, with postage
thereon  prepaid.  A notice of an Annual  Meeting shall include a description of
the  purpose or  purposes  for which the  meeting is called.  In the case of any
Special Meeting,  (a) the notice of meeting shall describe any business that the
Board shall have  theretofore  determined to bring before the meeting and (b) in
the case of a Demand Special  Meeting,  the notice of meeting (i) shall describe
any  business set


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<PAGE>


forth in the statement or purpose of the demands  received by the corporation in
accordance  with  Section 8 of these  By-Laws and (ii) shall  contain all of the
information  required in the notice  received by the  corporation  in accordance
with Section 11(c) of these By-Laws.  If an Annual Meeting or Special Meeting is
adjourned to a different date, time or place,  then the corporation shall not be
required to give notice of the new date,  time or place if the new date, time or
place is announced at the meeting before adjournment; provided, however, that if
a new Meeting Record Date for an adjourned meeting is or must be fixed, then the
corporation  shall give  notice of the  adjourned  meeting  to  persons  who are
shareholders as of the new Meeting Record Date.

     10.  Quorum

     Shares  entitled  to vote as a separate  voting  group may take action on a
matter at any Annual Meeting or Special Meeting only if a quorum of those shares
exists with respect to that  matter.  If the  corporation  has only one class of
stock then outstanding, then such class shall constitute a separate voting group
for  purposes of this Section 10.  Except as otherwise  provided in the Restated
Articles of  Incorporation,  any By-Law adopted under  authority  granted in the
Restated  Articles  of  Incorporation,  or the  WBCL,  a  majority  of the votes
entitled to be cast on the matter shall  constitute a quorum of the voting group
for action on that matter.  Once a share is  represented  for any purpose at any
Annual  Meeting or Special  Meeting,  other than for the purpose of objecting to
holding the meeting or  transacting  business at the meeting,  it is  considered
present for purposes of determining whether a quorum exists for the remainder of
the meeting and for any  adjournment of that meeting unless a new Meeting Record
Date is or must be set for the  adjourned  meeting.  In the  event  of lack of a
quorum,  the  chairman of the  meeting or a majority of the voting  power of the
shares of capital  stock present in person or  represented  by proxy may adjourn
the meeting from time to time  without  notice  other than  announcement  at the
meeting,  until a quorum shall be  obtained.  At any such  adjourned  meeting at
which there is a quorum,  any business may be  transacted  which might have been
transacted at the meeting as originally  called.  If a quorum exists,  except in
the case of the election of directors, then action on a matter shall be approved
if the votes cast within the voting group  favoring the action  exceed the votes
cast opposing the action,  unless the Restated  Articles of  Incorporation,  any
By-Law   adopted   under   authority   granted  in  the  Restated   Articles  of
Incorporation,  or the WBCL  requires  a greater  number of  affirmative  votes.
Unless otherwise  provided in the Restated Articles of Incorporation,  directors
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors at any Annual Meeting or Special Meeting at which a
quorum is present.  For purposes of this Section 10,  "plurality" means that the
individuals  with the largest number of votes are elected as directors up to the
maximum  number of  directors  to be chosen at the  Annual  Meeting  or  Special
Meeting.

     11.  Meeting Procedure

          (a)  Conduct  of  Meetings.  The Chief  Executive  Officer,  or in his
absence  such other  officer  as may be  designated  by the Board,  shall be the
chairman at shareholders'  meetings.  The Secretary of the corporation  shall be
the secretary at shareholders'  meetings,


                                        7
<PAGE>


but in his absence the  chairman of the meeting may appoint a secretary  for the
meeting. The Board may, to the extent not prohibited by law, adopt by resolution
such rules and  regulations for the conduct of the meeting of shareholders as it
shall deem  appropriate.  Except to the extent  inconsistent with such rules and
regulations as adopted by the Board, the chairman of any meeting of shareholders
shall have the right and  authority  to  prescribe  such rules,  regulations  or
procedures  and  to do all  acts  as,  in the  judgment  of  the  chairman,  are
appropriate  for the proper conduct of the meeting.  Such rules,  regulations or
procedures,  whether  adopted by the Board or  prescribed by the chairman of the
meeting,  may to the extent not prohibited by law include,  without  limitation,
the following:  (i) the  establishment of an agenda or order of business for the
meeting;  (ii) rules and procedures for maintaining order at the meeting and the
safety of those present;  (iii) limitations on attendance at or participation in
the meeting to shareholders of record of the corporation,  their duly authorized
and  constituted  proxies  (which shall be  reasonable  in number) or such other
persons as the chairman of the meeting shall  determine;  (iv)  restrictions  on
entry to the meeting after the time fixed for the commencement  thereof; and (v)
limitations on the time allotted to questions or comments by participants.

          (b) Annual Meetings. At an Annual Meeting, only such business shall be
conducted,  and only nominations for the election of directors shall be made, as
shall have been properly  brought  before the meeting in  accordance  with these
By-Laws.  To  be  properly  brought  before  an  Annual  Meeting,   business  or
nominations  must  (i)  be  specified  in the  notice  of the  meeting  (or  any
supplement  thereto)  given by or at the direction of the Board;  (ii) otherwise
properly be brought  before the meeting by or at the direction of the Board;  or
(iii)  otherwise (A) properly be requested to be brought before the meeting by a
shareholder  of record  entitled to vote in the election of directors  generally
and (B)  constitute  a proper  subject to be brought  before such  meeting.  For
nominations or other  business to be properly  requested to be brought before an
Annual Meeting by a shareholder of record,  any shareholder who intends to bring
any matter before an Annual  Meeting and is entitled to vote on such matter must
deliver written notice of such  shareholder's  intent to bring the matter before
the Annual  Meeting,  either by  personal  delivery  or by United  States  mail,
postage  prepaid,  to the  Secretary  of the  corporation.  Such  notice must be
received by the  Secretary  not less than 45 days nor more than 70 days prior to
the first annual  anniversary of the date set forth in the  corporation's  proxy
statement for the immediately  preceding Annual Meeting as the date on which the
corporation   first  mailed  definitive  proxy  materials  for  the  immediately
preceding Annual Meeting; provided, however, that in the event that the date for
which the Annual  Meeting is called is  advanced by more than 30 days or delayed
by more  than 30 days  from the  first  annual  anniversary  of the  immediately
preceding  Annual  Meeting,  notice by the  shareholder  to be timely must be so
delivered  not earlier  than the close of business on the 100th day prior to the
date of such  Annual  Meeting  and not later than the close of  business  on the
later of (x) the 75th day prior to the date of such  Annual  Meeting  or (y) the
10th day  following  the day on which  public  announcement  of the date of such
Annual  Meeting  is  first  made.  In no  event  shall  the  announcement  of an
adjournment of an Annual Meeting  commence a new time period for the giving of a
shareholder  notice as described above. For purposes of this Section 11, "public
announcement"  shall  mean the date  disclosure  of the date of the  meeting  of
shareholders  is first  made in a press  release  reported  by the Dow Jones New
Service,


                                        8
<PAGE>


Associated Press or comparable  national news service, or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act.

          A shareholder's notice to the Secretary required by this Section 11(b)
shall set forth as to each matter the  shareholder  proposes to bring before the
Annual  Meeting:  (i) in the case of any  proposed  nomination  for  election or
re-election as a director,  (A) the name, age, business and residence addresses,
and principal occupation or employment of each nominee; (B) a description of all
arrangements or understandings  between the shareholder and each nominee and any
other person or persons  (naming  such person or persons)  pursuant to which the
nomination  or  nominations  are to be made by the  shareholder;  (C) such other
information  regarding  each nominee  proposed by such  shareholder  as would be
required to be included in a proxy  statement  filed pursuant to the proxy rules
of the Securities and Exchange  Commission;  and (D) the written consent of each
nominee to serve as a director of the  corporation  if so  elected;  (ii) in the
case of any other  business that such  shareholder  proposes to bring before the
Annual Meeting, (A) a brief description of the business to be brought before the
meeting and the reasons for conducting  such business at the meeting and (B) any
material  interest  of the  shareholder  in such  business;  (iii)  the name and
address of the shareholder  intending to propose such business;  (iv) the number
of shares of stock of the corporation beneficially held, either personally or in
concert with  others,  by the  shareholder,  and (v) a  representation  that the
shareholder  is a holder of stock of the  corporation  entitled  to vote at such
meeting  and intends to appear in person or by proxy at the meeting to make such
nomination or present such proposal.  The  corporation  may require any proposed
nominee to furnish such other  information  as may reasonably be required by the
corporation to determine the eligibility of such proposed  nominee to serve as a
director of the corporation. No business shall be conducted at an Annual Meeting
except in accordance  with the procedures  set forth in this Section 11(b).  The
chairman  of the Annual  Meeting  shall,  if the facts  warrant,  determine  and
declare to the Annual Meeting that a nomination was not made or business was not
properly  brought before the meeting in accordance  with the  provisions  hereof
and, if he should so determine,  he shall so declare to the Annual  Meeting that
any such nomination  shall be disregarded  and/or any such business not properly
brought before the Annual Meeting shall not be transacted.

          Notwithstanding  anything in the fourth sentence of this Section 11(b)
to the contrary,  in the event that the number of directors to be elected to the
Board  is  increased  and  there is no  public  announcement  naming  all of the
nominees for director or specifying the size of the increased  Board made by the
corporation  at least 85 days prior to the date  specified in clause (x) or (y),
as the case may be, of such sentence,  a  shareholder's  notice required by this
Section  11(b) with  respect to any  nomination  of a person for election to the
Board shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be received by the Secretary
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.


                                        9
<PAGE>


          (b) Special Meeting. At a Special Meeting, only such business shall be
conducted,  and only nominations for the election of directors shall be made, as
shall have been described in the notice of meeting sent to shareholders pursuant
to Section 9 of these By-Laws.  Nominations of persons for election to the Board
may be made at a Special Meeting at which  directors are to be elected  pursuant
to such notice of meeting (i) by or at the direction of the Board or (ii) by any
shareholder  of the  corporation  who (A) is a  shareholder  of  record,  (B) is
entitled to vote in the  election of  directors  at the meeting and (C) complies
with the notice  procedures  set forth in this Section  11(c).  Any  shareholder
desiring to nominate persons for election to the Board at such a Special Meeting
must deliver written notice of such shareholder's proposed nomination, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the corporation.  Such notice must be received by the Secretary not more than 90
days prior to such  Special  Meeting and not later than the close of business on
the later of (x) the 60th day prior to such Special  Meeting or (y) the 10th day
following the day on which public announcement is first made of the date of such
Special Meeting and of the nominees  proposed by the Board to be elected at such
meeting.

          A shareholder's notice to the Secretary required by this Section 11(c)
shall set forth  (i) the  name,  age,  business  and  residence  addresses,  and
principal  occupation or employment of each nominee;  (ii) a description  of all
arrangements or understandings  between the shareholder and each nominee and any
other person or persons  (naming  such person or persons)  pursuant to which the
nomination or nominations  are to be made by the  shareholder;  (iii) such other
information  regarding  each nominee  proposed by such  shareholder  as would be
required to be included in a proxy  statement  filed pursuant to the proxy rules
of the  Securities  and Exchange  Commission;  (iv) the written  consent of each
nominee to serve as a director of the  corporation  if so elected;  (v) the name
and address of the  shareholder  intending  to propose such  business;  (vi) the
number  of  shares  of  stock  of  the  corporation  beneficially  held,  either
personally  or  in  concert  with  others,  by  the  shareholder;  and  (vii)  a
representation  that the  shareholder  is a holder  of stock of the  corporation
entitled to vote at such  meeting and intends to appear in person or by proxy at
the meeting to make such  nomination.  The  corporation may require any proposed
nominee to furnish such other  information  as may reasonably be required by the
corporation to determine the eligibility of such proposed  nominee to serve as a
director of the corporation. No business shall be conducted at a Special Meeting
except in accordance  with the procedures  set forth in this Section 11(c).  The
chairman of the Special  Meeting  shall,  if the facts  warrant,  determine  and
declare to the Special  Meeting that a  nomination  was not made or business was
not properly brought before the meeting in accordance with the provisions hereof
and, if he should so determine,  he shall so declare to the Special Meeting that
any such nomination  shall be disregarded  and/or any such business not properly
brought before the Special Meeting shall not be transacted.

     12.  Voting

     Unless otherwise  provided in the Restated  Articles of  Incorporation,  at
each  meeting of  shareholders,  each holder of shares  entitled to vote at such
meeting  shall,  as to all  matters in respect of which such  shares have voting
rights,  be  entitled  to one vote in person or by written  proxy for each share
held of record by him. No vote upon any matter, except the election of


                                        10
<PAGE>


directors  or the  amendment  of the  Restated  Articles  of  Incorporation,  is
required to be by ballot  unless  demanded by the holders of at least 10% of the
voting power of the shares of capital stock  represented and entitled to vote at
the meeting.  All motions to introduce a matter for a vote by  shareholders at a
meeting thereof, except for nominations for election as directors recommended by
the Nominating Committee and approved by the Board, shall be seconded prior to a
vote thereon by shareholders.

     Except as  otherwise  provided by the WBCL,  a  shareholder  may  authorize
another person or persons to act for him as proxy by transmitting or authorizing
the  transmission  of  a  telegram,  cablegram  or  other  means  of  electronic
transmission  to the  person  who will be the  holder of the proxy or to a proxy
solicitation  firm,  proxy  support  service  organization  or like  agent  duly
authorized  by the person  who will be the  holder of the proxy to receive  such
transmission,  provided  that any such  telegram,  cablegram  or other  means of
electronic  transmission  must either set forth or be submitted with information
from  which  it  can  be  determined  that  the  telegram,  cablegram  or  other
transmission  was authorized by the  shareholder.  Any proxy shall be filed with
the Secretary of the  corporation  or other person  authorized to tabulate votes
before or at the time of the  meeting.  No proxy  shall be valid after 11 months
from the date of its execution  unless otherwise  provided in the proxy.  Unless
otherwise  provided in the appointment  form, a proxy appointment may be revoked
at any time before it is voted by written  notice  filed with the  Secretary  or
other  officer or agent of the  corporation  authorized to tabulate  votes.  The
presence  of a  shareholder  who has filed his  proxy  appointment  shall not of
itself constitute a revocation.

     No  ballot,  proxies  or votes,  nor any  revocations  thereof  or  changes
thereto, shall be accepted by the inspectors after the closing of the polls.

     13.  Corporation's Acceptance of Votes

          (a)  If  the  name  signed  on  a  vote,  consent,  waiver,  or  proxy
appointment corresponds to the name of a shareholder, the corporation, if acting
in good  faith,  is  entitled  to accept  the vote,  consent,  waiver,  or proxy
appointment and give it effect as the act of the shareholder.

          (b)  If  the  name  signed  on  a  vote,  consent,  waiver,  or  proxy
appointment does not correspond to the name of its shareholder, the corporation,
if acting in good faith, is nevertheless  entitled to accept the vote,  consent,
waiver,  or proxy  appointment  and give it effect as the act of the shareholder
if:

               (i) the shareholder is an entity (as defined in the WBCL) and the
          name signed purports to be that of an officer or agent of the entity;

               (ii)  the  name  signed   purports  to  be  that  of  a  personal
          representative,  administrator,  executor,  guardian,  or  conservator
          representing  the  shareholder  and,  if  the  corporation   requests,
          evidence of fiduciary  status  acceptable to the  corporation has been
          presented  with  respect  to  the  vote,  consent,  waiver,  or  proxy
          appointment;


                                        11
<PAGE>


               (iii)  the  name  signed  purports  to be that of a  receiver  or
          trustee in  bankruptcy  of the  shareholder  and,  if the  corporation
          requests,  evidence of this status  acceptable to the  corporation has
          been presented with respect to the vote,  consent,  waiver,  and proxy
          appointment;

               (iv) the name signed purports to be that of a pledgee, beneficial
          owner, or  attorney-in-fact of the shareholder and, if the corporation
          requests,  evidence  acceptable to the  corporation of the signatory's
          authority to sign for the  shareholder has been presented with respect
          to the vote, consent, waiver, or proxy appointment; or

               (v) two or more  persons  are the  shareholder  as  cotenants  or
          fiduciaries  and the name  signed  purports to be the name of at least
          one of the  coowners  and the person  signing  appears to be acting on
          behalf of all the coowners.

          (c) The corporation is entitled to reject a vote, consent,  waiver, or
proxy  appointment  if the  secretary or other  officer or agent  authorized  to
tabulate votes,  acting in good faith,  has reasonable basis for doubt about the
validity of the signature on it or about the  signatory's  authority to sign for
the shareholder.

          (d) The  corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section are not liable in damages to the  shareholder  for
the consequences of the acceptance or rejection.

          (e) Corporate  action based on the  acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

     14.  Inspectors of Election

     The  Chief   Executive   Officer  shall,  in  advance  of  any  meeting  of
shareholders,  appoint one or more  inspectors  to act at the meeting and make a
written  report  thereof.  He may  designate  one or more  persons as  alternate
inspectors  to  replace  any  inspector  who fails to act.  If no  inspector  or
alternate  is able to act at a meeting  of  shareholders,  the  chairman  of the
meeting  shall  appoint  one or  more  inspectors  to act at the  meeting.  Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath  faithfully to execute the duties of inspector with strict  impartiality
and according to the best of his ability.

     The inspectors shall (i) ascertain the number of shares outstanding and the
voting  power of each,  (ii)  determine  the number of shares  represented  at a
meeting  and the  validity  of proxies  and  ballots,  (iii) count all votes and
ballots,  (iv)  determine  and  retain for a  reasonable  period a record of the
disposition of any challenges made to any  determination by the inspectors,  and
(v)  certify  their  determination  of the number of shares  represented  at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the  performance of
the duties of the inspectors.


                                        12
<PAGE>


The inspectors shall determine the validity of and count the proxies and ballots
in accordance with applicable law.

     15.  Voting List

     The officer or agent having charge of the stock  transfer  books for shares
of the corporation shall make,  before each meeting of shareholders,  a complete
list of the  shareholders  entitled to vote at such meeting,  or any adjournment
thereof,  arranged in alphabetical  order, with the address of and the number of
shares held by each. The list must be arranged by voting group,  if such exists,
and within each voting group by class or series of shares. The corporation shall
make  such  shareholder  list  available  for  inspection  at the  corporation's
principal  office or other location  permitted by the WBCL by any shareholder at
any time  prior to the  meeting  during  usual  business  hours  for any  proper
purpose,  beginning  two (2) business  days after notice is given of the meeting
for which the list was prepared.  A  shareholder,  or his agent or attorney,  is
entitled on written demand to inspect and,  subject to the  requirements  of the
WBCL, to copy the list during regular  business  hours and at the  shareholder's
expense, during such period that it is available for inspection.  Such list also
shall 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 meeting for purposes
related to the meeting.  The corporation  shall maintain the shareholder list in
written form or in another form capable of conversion into written form within a
reasonable time.  Notwithstanding  the foregoing,  the corporation's  failure or
refusal to prepare or make available the  shareholder  list shall not affect the
validity of any action taken at such shareholder meeting.

                               BOARD OF DIRECTORS

     16.  Resignation

     A  director  may  resign  at any  time  by  giving  written  notice  to the
corporation,  addressed to the Chief  Executive  Officer or the Secretary.  Such
resignation  shall take  effect at the date of receipt of such  notice or at any
later time specified therein. Acceptance of a resignation shall not be necessary
to make it effective unless otherwise stated in the notice.

     17.  Annual Meeting

     A meeting of the Board,  to be known as the annual Board meeting,  shall be
held without call or notice  immediately  after and at the same general place as
the annual meeting of the  shareholders.  The annual Board meeting shall be held
for the purpose of organizing the Board, electing officers,  and transacting any
other business that may properly come before the meeting.

     18.  Regular Meetings

     Regular meetings of the Board may be held without call or notice at
such place and at such time as shall be fixed by the Board.


                                        13
<PAGE>


     19.  Special Meetings

     Special meetings of the Board may be called by the Chief Executive Officer,
and shall be called by the  Secretary  upon the  request  in writing of not less
than two of the directors then in office.  Special  meetings of the Board may be
held at such place and at such time as shall be  designated in the call thereof.
Notice of  special  meetings  of the Board  shall  either be mailed by the Chief
Executive  Officer or the  Secretary to each director at least three days before
the meeting,  or served upon, or sent by electronic means by the Chief Executive
Officer or the  Secretary to, each director at least one day before the meeting,
but during an  emergency  as  defined in Section 22 hereof,  notice may be given
only to such of the  directors as it may be feasible to reach at the time and by
such means as may be feasible at the time, including  publications or private or
public electronic  means.  Unless required by law, the notice need not state the
purposes of the meeting.

     20.  Telephonic Meetings

     The Board,  or any  committee of the Board,  may, in addition to conducting
meetings in which each director  participates in person, and notwithstanding any
place set forth in the  notice of the  meeting  or these  By-laws,  conduct  any
regular or special meeting by the use of any electronic means of  communication,
such as by  conference  telephone,  provided  all  participating  directors  may
simultaneously  hear  each  other  during  the  meeting.  If a  meeting  will be
conducted at which any directors do not participate in person, all participating
directors  shall be informed  that a meeting is taking  place at which  official
business may be transacted.

     21.  Director's Assent

     A director  who is present at a meeting of the Board or a committee  of the
Board when  corporate  action is taken is deemed to have  assented to the action
taken  unless:  (1) the  director  objects at the  beginning  of the meeting (or
promptly  upon the  director's  arrival) to holding  the meeting or  transacting
business at the meeting;  (2) the director  dissents or abstains from the action
taken and minutes of the meeting are prepared that show the  director's  dissent
or  abstention  from the action;  (3) the director  dissents or abstains from an
action  taken,  minutes  of the  meeting  are  prepared  that  fail to show  the
director's dissent or abstention from the action taken and the director delivers
to the  corporation a written  notice of that failure that complies with Section
180.0141 of the WBCL promptly after  receiving the minutes;  or (4) the director
delivers written notice of his dissent or abstention to the presiding officer of
the meeting  before its  adjournment  or to the  corporation  immediately  after
adjournment of the meeting.  The right of dissent or abstention is not available
to a director who votes in favor of the action taken.

     22.  Quorum

     Except  during  the  existence  of an  emergency  and  except as  otherwise
provided  in  these  By-Laws  or in  the  Restated  Articles  of  Incorporation,
one-third of the total number of directors,  as fixed pursuant to Section (2) of
Article  Seven of the Restated  Articles of  Incorporation,  shall  constitute a
quorum for the  transaction  of business.  During the existence of an emergency,
three  directors shall  constitute a quorum for the transaction of business.  To


                                        14
<PAGE>


the extent required to constitute a quorum at any meeting of the Board during an
emergency,  the officers of the corporation who are present shall be deemed,  in
order of rank and within the same rank in order of seniority, directors for such
meeting.  Subject to the provisions of the Restated  Articles of  Incorporation,
the action of the majority of  directors  present at a meeting at which a quorum
is present  shall be the act of the Board.  In the event of lack of a quorum,  a
majority of the  directors  present  may  adjourn the meeting  from time to time
without  notice other than  announcement  at the meeting until a quorum shall be
obtained. At any such adjourned meeting at which there is a quorum, any business
may be transacted  which might have been  transacted  at the meeting  originally
called.

     An  "emergency"  for the purpose of these By-Laws shall mean a catastrophic
event that prevents a quorum of the  corporation's  directors from being readily
assembled.

     23.  Action Without Meeting

     Any action  required or  permitted  to be taken at any meeting of the Board
may be taken  without a meeting if all members of the Board  consent  thereto in
writing and such written consent is filed with the minutes of the proceedings of
the Board.

     24.  Organization

     The Chairman of the Board, or in his absence the Chief  Executive  Officer,
or in his  absence a  director  chosen by the  directors  present,  shall act as
chairman at meetings of the Board. The Secretary of the corporation shall act as
secretary  at  meetings  of the Board but in his  absence  the  chairman  of the
meeting may appoint a secretary for the meeting.

     25.  Compensation

     The  compensation  of directors for services as directors and as members of
committees  of the Board  shall be as fixed by the Board from time to time.  The
compensation,  if any, of the directors need not be uniform as between directors
and the compensation, if any, of the members of the committees of the Board need
not  be  uniform  either  as  between  members  of a  committee  or  as  between
committees.  The Board shall provide for  reimbursing the directors for expenses
incurred in attending meetings of the Board or committees thereof.

     Any  director  may also serve the  corporation  in any other  capacity  and
receive compensation, including fees and expenses, for such service.

                             COMMITTEES OF THE BOARD

     26.  Standing and Other Committees

     The directors shall from time to time designate,  by resolution passed by a
majority of the entire Board of Directors  (as defined in Section (2) of Article
7 of the Restated Articles of Incorporation),  members of an Audit Committee,  a
Compensation  Committee,  a  Board  Affairs  and  Nominating  Committee  and  an
Executive Committee, each of which shall have and may


                                        15
<PAGE>


exercise the powers of the Board in the direction of the business and affairs of
the  corporation in respect to the matters and to the extent set forth in one or
more  resolutions of the Board  similarly  adopted,  subject to the power of the
Board  to  assign  from  time to time to any  such  committees  or to any  other
committees  such  powers in  respect to  specific  matters as the Board may deem
desirable  and  subject to any  limitations  of  applicable  law,  the  Restated
Articles of Incorporation or these By-Laws.

     These four committees shall be the standing  committees of the corporation.
The Board  may,  by  resolution  passed by a  majority  of the  entire  Board of
Directors,  designate  such  other  committees  as it from time to time may deem
appropriate.  The  powers  of each  such  committee  shall be  limited  to those
specified in the resolution designating the committee.

     Each committee  shall consist of not less than two  directors,  one of whom
shall be designated chairman. In the case of standing committees,  members shall
be elected  annually by  resolution  passed by a majority of the entire Board of
Directors at the regular meeting of the Board held in connection with the Annual
Meeting.

     27.  Procedure

     Each  committee  shall fix its own rules of procedure  and shall meet where
and as provided by such rules, but the presence of a majority shall be necessary
to  constitute  a  quorum,  unless  otherwise  provided  by these  By-Laws.  The
Secretary of the corporation or a member of the appropriate committee shall keep
minutes of  proceedings.  Any action  required or  permitted  to be taken at any
meeting  of any  committee  may be taken  without a meeting  if all the  members
consent thereto in writing and such written consent is filed with the minutes of
the proceedings of such committee. Each committee shall make such reports to the
Board of its activities as the Board may request.

     28.  Audit Committee

     The Audit Committee  shall be comprised  solely of members of the Board who
shall be independent of management and free from any  relationship  that, in the
opinion  of the  Board,  would  interfere  with their  exercise  of  independent
judgment as committee  members.  The policy statement on audit committees issued
by the New York  Stock  Exchange  shall be  applicable  in  determining  whether
directors are "independent" for this purpose.

     29.  Compensation Committee

     The Board shall select the members of the Compensation Committee from among
the  directors  who are not,  and have not been for at least  one year  prior to
selection, officers or employees of the corporation.

     30.  Executive Committee.

     The Executive  Committee shall include,  by virtue of his office, the Chief
Executive  Officer,  and the Chief Executive Officer shall serve as the chairman
thereof.


                                        16
<PAGE>



     31.  Board Affairs and Nominating Committee.

     The Board shall select the members of the  Nominating  Committee from among
the  directors  who  (except in the case of the  Chairman  of the Board) are not
officers or employees of the corporation.

     32.  Alternates; Vacancies in Committees

     The Board may elect one or more of its members as alternate  members of any
committee  who may take the place of any absent member or members at any meeting
of  such  committee,  upon  request  by  the  Chief  Executive  Officer  of  the
corporation  or upon request by the chairman of the committee or the chairman of
the meeting of any  committee.  Alternate  members shall serve,  in the order in
which the Board shall determine, when one or more members of the committee shall
be absent or disqualified.  Alternate  members may attend committee  meetings as
observers,  without the right to vote when all members are  present;  when fewer
than all are present, only an alternate member serving in the place of an absent
or  disqualified  member  shall  have  the  right to vote.  If no  alternate  is
available,  the committee  member or members  thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously  appoint  another member of the Board to act at the meeting in place
of any absent or disqualified  member. All members of all committees  (including
chairmen) shall serve at the pleasure of the Board.

                                    OFFICERS

     33.  Designation; Election; Qualification; Term

     Each year at the annual Board meeting the directors  shall elect a Chairman
of the Board, a Chief Executive  Officer and a Treasurer.  From time to time the
Board may also elect or appoint a Vice Chairman of the Board or Vice Chairmen of
the Board, a President,  such  Executive,  Senior or other Vice Presidents as it
may deem  appropriate,  a Chief  Financial  Officer,  and such  other  officers,
including  a  Controller,  Assistant  Vice  Presidents,  Assistant  Secretaries,
Assistant Treasurers and Assistant Controllers, as it may deem appropriate.  The
Chief Executive Officer may appoint any officers of the corporation not required
to be elected by the Board,  as he may deem  appropriate.  The  Chairman  of the
Board, the Chief Executive  Officer,  and any Vice Chairman of the Board must be
directors;  no other  officer  need be a director.  Any number of offices may be
held by the  same  person.  The  term  of  each  officer,  whenever  elected  or
appointed,  shall be until the election or appointment  (as the case may be) and
qualification of his successor or until his earlier resignation or removal.

     34.  Duties

     The  officers  shall  have  such  powers  and  perform  such  duties as are
prescribed  in these  By-Laws,  or, in the case of an officer  whose  powers and
duties are not so prescribed, as may be assigned by the Board or delegated by or
through the Chief Executive Officer.


                                        17
<PAGE>


     35.  Resignation; Removal; Vacancies

     Any  officer  may  resign at any time by giving  notice to the  corporation
addressed to the Chief  Executive  Officer or the  Secretary.  Such  resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein. Acceptance of a resignation shall not be necessary to make it
effective unless  otherwise stated in the notice.  Any officer may be removed by
the  Board at any time with or  without  cause.  Any  appointed  officer  may be
removed by the Chief  Executive  Officer at any time with or  without  cause.  A
vacancy in any office may be filled by the Board, and a vacancy in any appointed
office may be filled by the Chief Executive  Officer,  for the unexpired portion
of the term.

     36. Chief Executive Officer

     The Chief  Executive  Officer  of the  corporation  shall be elected by the
Board.  Subject to the Board, he shall be in general and active charge,  control
and supervision over the management and direction of the business,  property and
affairs of the  corporation.  He shall keep the Board fully informed,  and shall
freely consult it, concerning the business of the corporation in his charge.

     He shall, subject to these By-Laws, have authority to:

          (i) appoint or approve the  appointment  of employees to various posts
     and positions in the corporation  bearing titles  designated or approved by
     him and to  prescribe  their  authority  and duties,  which may include the
     authority to appoint subordinates to various other posts and positions; and

          (ii) remove or approve the removal of employees so appointed; and

          (iii) sign, execute and acknowledge, on behalf of the corporation, all
     deeds, mortgages, bonds, notes, debentures, stock certificates,  contracts,
     including contracts of guaranty and suretyship,  leases,  reports and other
     documents and instruments, except where the signing or execution thereof by
     some other  officer  or  employee  of the  corporation  shall be  expressly
     authorized  and  directed  by law,  or by the Board,  or by these  By-Laws.
     Unless otherwise provided by law, or by these By-Laws,  or by the Board, he
     may authorize in a writing filed with the Secretary, any officer, employee,
     or agent of the corporation to sign, execute and acknowledge,  on behalf of
     the corporation  and in his place and stead,  any or all such documents and
     instruments.

     He shall have such other  authority  and perform  such other  duties as are
incident to the office of Chief Executive  Officer and as may be prescribed from
time to time by the Board and these By-Laws.

     In the absence or disability of the Chief Executive Officer,  or in case of
an unfilled vacancy in that office, until such time as the Board shall elect his
successor,  his duties shall be  performed  and his powers shall be exercised by
other elected  officers of the corporation  who


                                        18
<PAGE>


are also  directors  (unless  none are  directors)  in the  order in which  such
officers were listed in their respective elections.

     37.  Chairman of the Board, Vice Chairman of the Board and President

     The  Chairman  of the  Board,  any  Vice  Chairman  of the  Board  and  the
President,  each  acting  alone,  shall  have  authority  to sign,  execute  and
acknowledge on behalf of the corporation,  all deeds,  mortgages,  bonds, notes,
debentures, stock certificates,  contracts,  including contracts of guaranty and
suretyship,  leases,  reports and other documents and instruments,  except where
the signing or  execution  thereof by some other  officer or  employee  shall be
expressly  authorized  and  directed  by law,  or by the Board,  or by the Chief
Executive  Officer or by these By-Laws.  Each shall have such additional  powers
and perform such additional  duties as may be assigned to him by the Board or as
may be delegated to him by the Chief Executive Officer.

     38.  Vice Presidents

     Each Vice  President  shall have such powers and perform such duties as may
be  assigned  to him by the  Board or as may be  delegated  to him by the  Chief
Executive Officer.

     Each  Executive Vice  President  shall have authority to sign,  execute and
acknowledge on behalf of the corporation,  all deeds,  mortgages,  bonds, notes,
debentures,  contracts,  including contracts of guaranty and suretyship, leases,
reports  and other  documents  and  instruments,  except  where the  signing  or
execution  thereof  by  some  other  officer  or  employee  shall  be  expressly
authorized  and  directed  by law,  or by the Board,  or by the Chief  Executive
Officer, or by these By-Laws.

     39.  Chief Financial Officer

     The Chief Financial Officer shall:

          (i) be the principal  financial  officer of the  corporation  and have
     responsibility for all financial affairs of the corporation; and

          (ii) protect the cash,  securities,  receivables  and other  financial
     resources of the corporation, have responsibility for investment,  receipt,
     custody and  disbursement  of such  resources,  and establish  policies for
     granting credit to customers; and

          (iii) maintain the creditworthiness of the corporation; and

          (iv)  negotiate  and  procure  capital  required  by the  corporation,
     including  long-term  debt and equity,  maintain  adequate  sources for the
     corporation's   short-term  financing  requirements  and  maintain  banking
     relationships; and

          (v)  administer  the accounting  policies of the  corporation  and the
     internal controls with respect to its financial affairs; and


                                        19
<PAGE>



          (vi) supervise the corporation's books of account,  and have access to
     all records, including the Secretary's records; and

          (vii) in general, have such other powers and perform such other duties
     as may be  assigned  from  time to time by the Board or by or  through  the
     Chief Executive Officer.

     40.  Controller

     The Controller shall:

          (i) be the principal accounting officer of the corporation; and

          (ii) have  custody and charge of the  corporation's  books of account,
     and  have  access  to  all  records,  including  the  Secretary's  and  the
     Treasurer's  records,  for purpose of  obtaining  information  necessary to
     verify or complete the records of the Controller's office; and

          (iii) implement the policies for granting credit to customers; and

          (iv)  implement  the internal  controls  with respect to the financial
     affairs of the corporation; and

          (v) have the responsibility for processing vouchers for payment by the
     Treasurer; and

          (vi) in general,  have such other powers and perform such other duties
     as may be  assigned  from  time to time by the Board or by or  through  the
     Chief Executive Officer.

          41. Secretary

          The Secretary shall:

          (i) attend and keep the minutes of all  meetings of the  shareholders,
     the Board, and of such committees as the Board may direct; and

          (ii) have  custody of the  corporate  seal and all  corporate  records
     (including   transfer  books  and  stock   ledgers),   contracts,   papers,
     instruments,  documents and books of the corporation  except those required
     to be kept by other officers under these By-Laws; and

          (iii) sign on behalf of the corporation such documents and instruments
     as require his signature  when approved in accordance  with these  By-Laws,
     and to such  documents he shall affix the corporate seal when necessary and
     may do so when he deems it desirable; and


                                        20
<PAGE>


          (iv) see that  notices are given and records and reports are  properly
     kept and  filed by the  corporation  as  required  by these  By-Laws  or as
     required by law; and

          (v) in general,  have such other  powers and perform such other duties
     as are  incident to the office of  Secretary  and as may be assigned to him
     from  time  to time by the  Board  or by or  through  the  Chief  Executive
     Officer.

     42.  Treasurer

     The Treasurer shall:

          (i) receive and sign  receipts for all moneys paid to the  corporation
     and shall deposit the same in the name and to the credit of the corporation
     in authorized banks or depositories; and

          (ii) when necessary or desirable,  endorse for collection on behalf of
     the corporation all checks,  drafts, notes and other obligations payable to
     it; and

          (iii)  disburse the funds of the  corporation  only upon vouchers duly
     processed and under such rules and  regulations  as the Board may from time
     to time adopt; and

          (iv) keep full and accurate accounts of the transactions of his office
     in books belonging to the corporation; and

          (v) render as the Board may direct an account of the  transactions  of
     his office; and

          (vi) in general,  have such other powers and perform such other duties
     as are  incident to the office of  Treasurer  and as may be assigned to him
     from  time  to time by the  Board  or by or  through  the  Chief  Executive
     Officer.

                                  MISCELLANEOUS

     43.  Offices

     The registered office of the corporation in the State of Wisconsin shall be
located at 6744  South  Howell  Avenue,  Oak Creek,  Wisconsin  53154-1402.  The
corporation  may have  such  other  offices  as the  Board may from time to time
determine.  The  books  of the  corporation  may be kept  outside  the  State of
Wisconsin.

     44.  Seal

     The  corporation  may have a seal,  but the use of such  seal  shall not be
necessary to evidence  authority for any action on behalf of the  corporation or
to evidence the authenticity of any signature on behalf of the corporation or of
any officer of the corporation.


                                        21
<PAGE>


     45.  Fiscal Year

     The fiscal year of the corporation shall begin on January 1 of each year.

     46.  Annual Report

     At least fifteen days in advance of the annual meeting of shareholders, but
not later than three months after the close of the fiscal year,  the Board shall
publish  and submit to the  shareholders  a  consolidated  balance  sheet of the
corporation  and its  consolidated  subsidiaries  as of the end of the  previous
fiscal year and the related  consolidated income and cash flow statements of the
corporation and its consolidated subsidiaries for the previous fiscal year.

     47.  Consideration for Shares

     The Board may authorize shares to be issued for consideration consisting of
any tangible or  intangible  property or benefit to the  corporation,  including
cash,  promissory  notes,  services  performed,  contracts  for  services  to be
performed or other securities of the corporation.  Before the corporation issues
shares,  the Board  shall  determine  that the  consideration  received or to be
received for the shares to be issued is adequate. In the absence of a resolution
adopted by the Board expressly determining that the consideration received or to
be received is adequate,  Board  approval of the issuance of the shares shall be
deemed to constitute such a  determination.  The  determination  of the Board is
conclusive  insofar as the adequacy of consideration  for the issuance of shares
relates to whether the shares are validly issued,  fully paid and nonassessable.
The  corporation  may  place in escrow  shares  issued in whole or in part for a
contract for future services or benefits,  a promissory  note, or other property
to be issued in the future, or make other  arrangements to restrict the transfer
of the shares,  and may credit  distributions  in respect of the shares  against
their purchase price, until the services are performed, the benefits or property
are received or the promissory  note is paid. If the services are not performed,
the benefits or property are not  received or the  promissory  note is not paid,
the  corporation  may  cancel,  in whole  or in part,  the  shares  escrowed  or
restricted and the distributions credited.

     48.  Stock Regulation

     The Board shall have the power and authority to make all such further rules
and regulations not inconsistent  with the statutes of the State of Wisconsin as
it may deem  expedient  concerning  the  issue,  transfer  and  registration  of
certificates representing shares of the corporation.

     49.  Indemnification

          (a) Certain Definitions. All capitalized terms used in this Section 49
and not  otherwise  hereinafter  defined in this  Section  49(a)  shall have the
meaning set forth in Section 180.0850 of the Statute. The following  capitalized
terms  (including  any plural  forms  thereof)  used in this Section 49 shall be
defined as follows:


                                        22
<PAGE>


               (i) "Affiliate" shall include, without limitation, any Person (as
          defined  in  Section  8(d)  of  these  By-Laws)   (including   without
          limitation  an employee  benefit  plan) that,  directly or  indirectly
          through one or more  intermediaries,  controls or is controlled by, or
          is under common control with, the Corporation.

               (ii)  "Authority"  shall mean the entity selected by the Director
          or Officer  to  determine  his right to  indemnification  pursuant  to
          Section 49(d).

               (iii)  "Board"  shall mean the entire  then  elected  and serving
          Board of Directors of the  Corporation,  including all members thereof
          who are Parties to the subject Proceeding or any related Proceeding.

               (iv) "Breach of Duty" shall mean the Director or Officer breached
          or failed to perform his duties to the  Corporation  and his breach of
          or failure to perform those duties is determined,  in accordance  with
          Section 49(d), to constitute  misconduct under Section  180.0851(2)(a)
          1, 2, 3 or 4 of the Statute.

               (v)  "Corporation,"  as used herein and as defined in the Statute
          and  incorporated  by reference into the  definitions of certain other
          capitalized terms used herein, shall mean this corporation, including,
          without  limitation,  any  successor  corporation  or  entity  to this
          corporation by way of merger,  consolidation  or acquisition of all or
          substantially all of the capital stock or assets of this corporation.

               (vi)  "Director  or Officer"  shall have the meaning set forth in
          the Statute; provided, that, for purposes of this Section 49, it shall
          be  conclusively  presumed  that any Director or Officer  serving as a
          director,  officer,  partner,  trustee,  member  of any  governing  or
          decision-making committee,  employee or agent of an Affiliate shall be
          so serving at the request of the Corporation.

               (vii) "Disinterested Quorum" shall mean a quorum of the Board who
          are not Parties to the subject Proceeding or any related Proceeding.

               (viii)  "Party"  shall have the meaning set forth in the Statute;
          provided,  that,  for  purposes of this  Section 49, the term  "Party"
          shall  also  include  any  Director  or  Officer  or  employee  of the
          Corporation  who is or was a witness in a Proceeding at a time when he
          has not otherwise been formally named a Party thereto.

               (ix)  "Proceeding"  shall  have  the  meaning  set  forth  in the
          Statute;  provided,  that, in accordance with Section  180.0859 of the
          Statute  and for  purposes of this  Section 49, the term  "Proceeding"
          shall also include all  Proceedings  (i) brought under (in whole or in
          part) the Securities Act of 1933, as amended,  the Exchange Act, their
          respective   state   counterparts,   and/or  any  rule  or  regulation
          promulgated  under  any of  the  foregoing;  (ii)  brought  before  an
          Authority or otherwise to enforce rights  hereunder;  (iii) any appeal
          from a  Proceeding;  and (iv) any  Proceeding in which the Director or
          Officer is a  plaintiff  or  petitioner  because  he is a Director  or
          Officer;


                                        23
<PAGE>


          provided, however, that any such Proceeding under this subsection (iv)
          must be authorized by a majority vote of a Disinterested Quorum.

               (x) "Statute"  shall mean  Sections  180.0850  through  180.0859,
          inclusive,  of the Wisconsin Business  Corporation Law, Chapter 180 of
          the Wisconsin Statutes, as the same shall then be in effect, including
          any amendments thereto,  but, in the case of any such amendment,  only
          to the extent such  amendment  permits or requires the  Corporation to
          provide broader  indemnification  rights than the Statute permitted or
          required the Corporation to provide prior to such amendment.

          (b)  Mandatory  Indemnification  of  Directors  and  Officers.  To the
fullest  extent  permitted or required by the  Statute,  the  Corporation  shall
indemnify a Director or Officer against all Liabilities incurred by or on behalf
of such  Director  or  Officer  in  connection  with a  Proceeding  in which the
Director or Officer is a Party because he is a Director or Officer.

          (c) Procedural Requirements.

               (i) A Director or Officer who seeks indemnification under Section
          49(b)  shall  make a  written  request  therefor  to the  Corporation.
          Subject to Section  49(c)(ii),  within sixty days of the Corporation's
          receipt of such request,  the  Corporation  shall pay or reimburse the
          Director or Officer for the entire amount of  Liabilities  incurred by
          the Director or Officer in connection with the subject Proceeding (net
          of any Expenses previously advanced pursuant to Section 49(e)).

               (ii)  No  indemnification  shall  be  required  to be paid by the
          Corporation  pursuant  to  Section  49(b) if,  within  such  sixty-day
          period,  (A) a  Disinterested  Quorum,  by a  majority  vote  thereof,
          determines  that the  Director or Officer  requesting  indemnification
          engaged  in  misconduct  constituting  a  Breach  of  Duty  or  (B)  a
          Disinterested Quorum cannot be obtained.

               (iii) In either case of nonpayment pursuant to Section 49(c)(ii),
          the Board shall immediately authorize by resolution that an Authority,
          as provided in Section  49(d),  determine  whether the  Director's  or
          Officer's conduct constituted a Breach of Duty and, therefore, whether
          indemnification should be denied hereunder.

               (iv)  (A) If  the  Board  does  not  authorize  an  Authority  to
          determine  the  Director's  or  Officer's  right  to   indemnification
          hereunder within such sixty-day  period and/or (B) if  indemnification
          of the requested  amount of  Liabilities  is paid by the  Corporation,
          then  it  shall  be  conclusively  presumed  for all  purposes  that a
          Disinterested Quorum has affirmatively determined that the Director or
          Officer  did not engage in  misconduct  constituting  a Breach of Duty
          and, in the case of  subsection  (A) above (but not  subsection  (B)),
          indemnification   by  the  Corporation  of  the  requested  amount  of
          Liabilities shall be paid to the Director or Officer immediately.

          (d) Determination of Indemnification.


                                        24
<PAGE>


               (i)  If  the  Board   authorizes  an  Authority  to  determine  a
          Director's or Officer's right to  indemnification  pursuant to Section
          49(c), then the Director or Officer requesting  indemnification  shall
          have  the  absolute  discretionary  authority  to  select  one  of the
          following as such Authority:

                    (A)  An  independent  legal  counsel;  provided,  that  such
               counsel  shall be mutually  selected by such  Director or Officer
               and  by a  majority  vote  of a  Disinterested  Quorum  or,  if a
               Disinterested Quorum cannot be obtained,  then by a majority vote
               of the Board;

                    (B) A panel of three arbitrators selected from the panels of
               arbitrators of the American Arbitration Association in Wisconsin;
               provided,  that  (I) one  arbitrator  shall be  selected  by such
               Director or Officer, the second arbitrator shall be selected by a
               majority vote of a  Disinterested  Quorum or, if a  Disinterested
               Quorum cannot be obtained,  then by a majority vote of the Board,
               and the third  arbitrator shall be selected by the two previously
               selected arbitrators,  and (II) in all other respects (other than
               this  Section  49),  such panel shall be governed by the American
               Arbitration  Association's then existing  Commercial  Arbitration
               Rules; or

                    (C) A  court  pursuant  to and in  accordance  with  Section
               180.0854 of the Statute.

               (ii) In any such  determination  by the selected  Authority there
          shall exist a rebuttable  presumption that the Director's or Officer's
          conduct did not  constitute a Breach of Duty and that  indemnification
          against the requested amount of Liabilities is required. The burden of
          rebutting such a presumption by clear and convincing evidence shall be
          on  the   Corporation   or  such  other  party   asserting  that  such
          indemnification should not be allowed.

               (iii) The  Authority  shall make its  determination  within sixty
          days of being  selected  and  shall  submit a written  opinion  of its
          conclusion  simultaneously to both the Corporation and the Director or
          Officer.

               (iv) If the Authority determines that indemnification is required
          hereunder,  then the Corporation shall pay the entire requested amount
          of Liabilities (net of any Expenses  previously  advanced  pursuant to
          Section 49(e)),  including  interest  thereon at a reasonable rate, as
          determined  by the  Authority,  within  ten  days  of  receipt  of the
          Authority's  opinion;  provided,  that,  if it is  determined  by  the
          Authority  that a Director or Officer is  entitled to  indemnification
          against Liabilities'  incurred in connection with some claims,  issues
          or matters, but not as to other claims, issues or matters, involved in
          the subject  Proceeding,  the Corporation shall be required to pay (as
          set forth above) only the amount of such requested  Liabilities as the
          Authority shall deem appropriate in light of all of the  circumstances
          of such Proceeding.


                                        25
<PAGE>


               (v) The  determination by the Authority that  indemnification  is
          required hereunder shall be binding upon the Corporation regardless of
          any prior  determination  that the  Director  or Officer  engaged in a
          Breach of Duty.

               (vi) All Expenses  incurred in the  determination  process  under
          this  Section  49(d) by either  the  Corporation  or the  Director  or
          Officer,  including,  without limitation, all Expenses of the selected
          Authority, shall be paid by the Corporation.

          (e)  Mandatory Allowance of Expenses.

               (i) The  Corporation  shall pay or reimburse from time to time or
          at any time,  within ten days after the receipt of the  Director's  or
          Officer's  written request  therefor,  the reasonable  Expenses of the
          Director  or Officer as such  Expenses  are  incurred;  provided,  the
          following conditions are satisfied:

                    (A) The Director or Officer  furnishes to the Corporation an
               executed written certificate affirming his good faith belief that
               he has not engaged in  misconduct  that  constitutes  a Breach of
               Duty; and

                    (B) The Director or Officer  furnishes to the Corporation an
               unsecured  executed written  agreement to repay any advances made
               under this Section  49(e) if it is  ultimately  determined  by an
               Authority  that  he is  not  entitled  to be  indemnified  by the
               Corporation for such Expenses pursuant to Section 49(d).

               (ii)  If the  Director  or  Officer  must  repay  any  previously
          advanced  Expenses  pursuant to this Section 49(e), then such Director
          or Officer shall not be required to pay interest on such amounts.

          (f)  Indemnification and Allowance of Expenses of Certain Others.

               (i) The Board  may,  in its sole and  absolute  discretion  as it
          deems  appropriate,  pursuant to a majority vote thereof,  indemnify a
          director or officer of an Affiliate (who is not otherwise serving as a
          Director or Officer)  against all  Liabilities,  and shall advance the
          reasonable  Expenses,  incurred  by  such  director  or  officer  in a
          Proceeding to the same extent hereunder as if such director or officer
          incurred  such  Liabilities  because he was a Director or Officer,  if
          such  director  or officer is a Party  thereto  because he is or was a
          director or officer of the Affiliate.

               (ii) The  Corporation  shall  indemnify  an employee who is not a
          Director  or  Officer,  to the  extent he has been  successful  on the
          merits or otherwise  in defense of a  Proceeding,  for all  reasonable
          Expenses  incurred  in the  Proceeding  if the  employee  was a  Party
          because he was an employee of the Corporation.

               (iii) The Board may, in its sole and  absolute  discretion  as it
          deems appropriate,  pursuant to a majority vote thereof, indemnify (to
          the extent not otherwise


                                        26
<PAGE>


          provided in Section 49(f)(ii) hereof) against Liabilities incurred by,
          and/or  provide  for the  allowance  of  reasonable  Expenses  of,  an
          employee or  authorized  agent of the  Corporation  acting  within the
          scope of his duties as such and who is not  otherwise  a  Director  or
          Officer.

          (g) Insurance.  The Corporation may purchase and maintain insurance on
behalf of a Director or Officer or any  individual  who is or was an employee or
authorized  agent of the Corporation  against any Liability  asserted against or
incurred by such  individual  in his capacity as such or arising from his status
as such,  regardless  of whether the  Corporation  is required or  permitted  to
indemnify against any such Liability under this Section 49.

          (h) Notice to the Corporation.  A Director,  Officer or employee shall
promptly  notify the  Corporation  in writing when he has actual  knowledge of a
Proceeding that may result in a claim of indemnification  against Liabilities or
allowance of Expenses hereunder,  but the failure to do so shall not relieve the
Corporation  of any  liability to the  Director,  Officer or employee  hereunder
unless the Corporation  shall have been  irreparably  prejudiced by such failure
(as  determined,  in the case of  Directors  or Officers  only,  by an Authority
selected pursuant to Section 51(d)(i)).

          (i) Severability.  If any provision of this Section 49 shall be deemed
invalid or inoperative,  or if a court of competent jurisdiction determines that
any of the  provisions of this Section 49 contravene  public  policy,  then this
Section 49 shall be  construed  so that the  remaining  provisions  shall not be
affected,  but shall  remain in full force and effect,  and any such  provisions
that are  invalid or  inoperative  or that  contravene  public  policy  shall be
deemed, without further action or deed by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and  enforceable;  it being  understood that it is the  Corporation's
intention  to provide the  Directors  and Officers  with the  broadest  possible
protection against personal liability allowable under the Statute.

          (j) Nonexclusivity of Section 49. The rights of a Director, Officer or
employee (or any other person) granted under this Section 49 shall not be deemed
exclusive  of  any  other  rights  to  indemnification  against  Liabilities  or
allowance of Expenses to which the Director,  Officer or employee (or such other
person) may be entitled under any written agreement,  Board resolution,  vote of
shareholders of the  Corporation or otherwise,  including,  without  limitation,
under the Statute. Nothing contained in this Section 49 shall be deemed to limit
the Corporation's obligations to indemnify against Liabilities or allow Expenses
to a Director, Officer or employee under the Statute.

          (k) Contractual  Nature of Section 49; Repeal or Limitation of Rights.
This  Section 49 shall be deemed to be a contract  between the  Corporation  and
each Director, Officer and employee of the Corporation,  and any repeal or other
limitation  of this Section 49 or any repeal or limitation of the Statute or any
other  applicable  law shall not limit  any  rights of  indemnification  against
Liabilities  or  allowance of Expenses  then  existing or arising out of events,
acts or  omissions  occurring  prior to such  repeal or  limitation,  including,
without


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<PAGE>


limitation,  the right to  indemnification  against  Liabilities or allowance of
Expenses for  Proceedings  commenced  after such repeal or limitation to enforce
this Section 49 with regard to acts,  omissions or events  arising prior to such
repeal or limitation.

     50.  Reliance

     Unless  the  director  or  officer  has  knowledge   that  makes   reliance
unwarranted,   a  director  or  officer,   in  discharging  his  duties  to  the
corporation,  may rely on  information,  opinions,  reports or statements any of
which  may  be  written  or  oral,  formal  or  informal,   including  financial
statements, valuation reports and other financial data, if prepared or presented
by any of the following:  (a) an officer or employee of the corporation whom the
director or officer  believes in good faith to be reliable and  competent in the
matters presented;  (b) legal counsel, public accountants or other persons as to
matters  that the  director  or  officer  believes  in good faith are within the
person's professional or expert competence;  or (c) in the case of reliance by a
director,  a committee of the Board of which the director is not a member if the
director believes in good faith that the committee merits confidence.

     51.  Inspection of Books

     The  directors  shall  determine  from time to time  whether,  and, to what
extent and at what times and places and under what  conditions  and  regulations
the accounts and other books and records of the corporation  (except such 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.

     52.  Transactions with the Corporation

     No  transaction  with  the  corporation  in  a  which  a  director  of  the
corporation  has  a  direct  or  indirect  interest  (a  "conflict  of  interest
transaction")  shall  be  voidable  by the  corporation  solely  because  of the
director's interest in the transaction if any of the following is true:

          (a) the material facts of the transaction and the director's  interest
were  disclosed  or known to the Board or a committee of the Board and the Board
or committee  authorized,  approved or specifically  ratified the transaction in
accordance with Section 180.0831(4) of the WBCL;

          (b) the material facts of the transaction and the director's  interest
were  disclosed  or  known  to  the  shareholders  entitled  to  vote  and  they
authorized,  approved or  specifically  ratified the  transaction  under Section
180.0831(5) of the WBCL; or

          (c) the transaction was fair to the corporation.

     No other  contract  or  transaction  in which a director  or officer has an
interest and which may,  under law, be  authorized,  approved or ratified by the
Board, a committee  thereof,  or the  shareholders  shall be void or voidable if
authorized,  approved or  ratified  by the body which  under law may  authorize,
approve or ratify such contract or transaction.


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<PAGE>


     53.  Ratification

     Any  transaction  questioned in any  shareholders'  derivative  suit on the
ground of lack of authority,  defective or irregular execution, adverse interest
of  director,  officer or  shareholder,  nondisclosure,  miscomputation,  or the
application  of improper  principles or practices of accounting  may be ratified
before or after judgment,  by the Board or by the shareholders in case less than
a quorum of directors  is  qualified;  and, if so ratified,  shall have the same
force and  effect as if the  questioned  transaction  had been  originally  duly
authorized,  and said ratification shall be binding upon the corporation and its
shareholders  and  shall  constitute  a bar to any  claim  or  execution  of any
judgment in respect to such questioned transaction.

     54.  Voting of Stocks

     Unless  otherwise  ordered  by the  Board,  any one of the Chief  Executive
Officer,  the Chairman of the Board,  the  President,  any Vice  Chairman of the
Board, any Executive Vice President or any Senior Vice President shall have full
power and authority,  on behalf of the corporation,  to consent to or approve of
any action by, and to attend,  act and vote at any meeting of  shareholders  of,
any company in which the  corporation  may hold  shares of stock,  and in giving
such consent or approval or at any such meeting  shall  possess and may exercise
any and all rights and powers incident to the ownership of such shares and which
as the holder thereof,  the corporation might possess and exercise if personally
present,  and may exercise  such power and  authority  through the  execution of
proxies or may delegate such power and authority to any other officer,  agent or
employee of the corporation.

     55.  Notice

     Except as  provided  in Section 9 of these  By-Laws,  any notice  which the
corporation  is required to give under these By-Laws may be given  personally or
it may be given in writing by depositing the notice in the post office or letter
box in a postpaid  envelope  directed to such address as appears on the books of
the corporation. Such notice shall be deemed to be given at the time of mailing.

     56.  Waiver of Notice

     Whenever  any notice is required to be given,  a waiver  thereof in writing
signed by the person or persons entitled to the notice,  whether before or after
the time stated therein, shall be deemed equivalent thereto.

     57.  Dispensing with Notice

     No  notice  need be given to any  person  with whom  communication  is made
unlawful by any law of the United States or any rule,  regulation,  proclamation
or executive order issued under any such law.


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<PAGE>


     58.  Amendments

     Subject to the provisions of the Restated Articles of Incorporation,  these
By-Laws may be altered, amended or repealed by the shareholders or by the Board.

     59. Emergency Provisions

     The  following  emergency  provisions  shall be operative to the extent and
under the circumstances set forth in Section 180.0207 of the WBCL:

     The board of  directors,  either before or during any such  emergency,  may
provide,  and from time to time modify,  lines of  succession  in the event that
during such emergency any or all officers or agents of the corporation shall for
any reason be rendered incapable of discharging their duties.

     The Board of Directors,  either before or during any such  emergency,  may,
effective  in the  emergency,  change  the  head  office  or  designate  several
alternative  head offices or regional  offices,  or authorize the officers so to
do.

     No officer,  director or employee  acting in  anticipation  of or during an
emergency in accordance  with any  emergency  by-laws shall be liable for action
taken in good faith to further the ordinary  business affairs of the corporation
during any such emergency.

     To the extent not inconsistent with any emergency  by-laws so adopted,  the
by-laws of the corporation  shall remain in effect during any emergency and upon
its termination the emergency by-laws shall cease to be operative.

     Unless otherwise  provided in emergency  by-laws,  notice of any meeting of
the Board of Directors during such an emergency may be given only to such of the
directors as it may be feasible to reach at the time and by such means as may be
feasible at the time, including publication or radio.

     60.  Terms

     Capitalized  terms used in  Sections 61 through 63 and not defined in these
By-Laws  are  used  as  defined  in  the  corporation's   Restated  Articles  of
Incorporation.

     61.  Foreign Stock Record

     There shall be maintained a separate stock record,  designated the "Foreign
Stock  Record",  for the  registration  of Alien Owned  Shares.  The  Beneficial
Ownership by persons of Alien Owned Shares may be determined in conformity  with
procedures prescribed by the Board.


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<PAGE>


     62.  Permitted Percentage

     At no time shall ownership of shares  representing  more than the Permitted
Percentage be registered on the Foreign Stock Record.

     63.  Registration of Shares

     If at any time there exist Alien Owned  Shares that are not  registered  on
the Foreign Stock Record,  the Beneficial Owner thereof may request,  in writing
by notice to the Secretary of the  corporation,  that the  corporation  register
ownership of such shares on the Foreign Stock Record,  and the corporation shall
promptly  comply  with such  request,  subject  to the  limitation  set forth in
Section 62. The corporation shall also maintain a record of requests to register
Alien Owned  Shares on the Foreign  Stock  Record  that the  corporation  cannot
accommodate  due to the  limitation  set forth in Section 62. If at any time the
corporation  shall find that,  due to changes in ownership of Alien Owned Shares
reflected on the Foreign Stock Record,  the combined voting power of Alien Owned
Shares no longer equals or exceeds the Permitted Percentage for any reason, then
any Alien Owned Shares with respect to which a request for  registration  on the
Foreign Stock Record was made but not  accommodated  due to the  limitation  set
forth in  Section  62 shall  be so  registered  subject  to the  procedures  and
limitations  set forth  herein.  The order in which Alien Owned  Shares shall be
registered on the Foreign Stock Record shall be chronological, based on the date
the  corporation  received a written request to so register such shares of Alien
Owned  Shares;  provided,  that any person who is not a Citizen who purchases or
otherwise  acquires  Alien Owned Shares that are registered on the Foreign Stock
Record may  register  such  shares in its own name  within  thirty  days of such
acquisition,  in which event such person will assume the  position of the seller
of such shares in the  chronological  order of shares  registered on the Foreign
Stock Record. If at any time the corporation shall find that the combined voting
power of Alien Owned Shares then  registered on the Foreign Stock Record exceeds
the Permitted  Percentage  for any reason,  then there shall be removed from the
Foreign Stock Record the  registration of such number of shares so registered as
is sufficient to reduce the combined voting power of the shares so registered to
an amount  not in excess of the  Permitted  Percentage.  The order in which such
shares shall be removed shall be reverse chronological order based upon the date
the  corporation  received a written request to so register such shares of Alien
Owned Shares.

     64.  Equity Offerings

     For a period  of ninety  days  following  the  consummation  of any  Equity
Offering  (as defined  below),  the Foreign  Stock Record shall be closed to all
shareholders  seeking to register  shares on the Foreign Stock Record except for
any  purchaser of Alien Owned Shares in such Equity  Offering but if and only if
such  purchaser  provides  evidence  satisfactory  to the  corporation  that the
purchaser  was the actual  initial  purchaser  of shares of Voting  Stock of the
corporation  sold by the corporation or a shareholder of the corporation in such
Equity Offering.  The term "Equity  Offering" means the offering of Voting Stock
by the  corporation or any  shareholder of the  corporation  (excluding any such
offering  where  the  Offering   consists   solely  of  Voting  Stock  owned  by
shareholders  of the  corporation)  in either an  underwritten


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<PAGE>


public  offering  registered  under the  Securities  Act of 1933 or an  offering
pursuant to Rule 144A under the Securities Act of 1933.




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