BY-LAWS 


                                       OF


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

   <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 . . . . . . . . . . . . . . . . . . . . . . .   16
        26.  Standing and Other Committees   . . . . . . . . . . . . . .   16
        27.  Procedure . . . . . . . . . . . . . . . . . . . . . . . . .   16
        28.  Audit Committee . . . . . . . . . . . . . . . . . . . . . .   16
        29.  Compensation Committee  . . . . . . . . . . . . . . . . . .   16
        30.  Executive Committee . . . . . . . . . . . . . . . . . . . .   17
        31.  Nominating Committee  . . . . . . . . . . . . . . . . . . .   17
        32.  Alternates; Vacancies in Committees . . . . . . . . . . . .   17

   OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
        33.  Designation; Election; Qualification; Term  . . . . . . . .   17
        34.  Duties  . . . . . . . . . . . . . . . . . . . . . . . . . .   18
        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 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
        43.  Offices . . . . . . . . . . . . . . . . . . . . . . . . . .   22
        44.  Seal  . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
        45.  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . .   22
        46.  Annual Report . . . . . . . . . . . . . . . . . . . . . . .   22
        47.  Consideration for Shares  . . . . . . . . . . . . . . . . .   22
        48.  Stock Regulation  . . . . . . . . . . . . . . . . . . . . .   23
        49.  Indemnification . . . . . . . . . . . . . . . . . . . . . .   23
        50.  Reliance  . . . . . . . . . . . . . . . . . . . . . . . . .   28
        51.  Inspection of Books . . . . . . . . . . . . . . . . . . . .   28
        52.  Transactions with the Corporation . . . . . . . . . . . . .   29
        53.  Ratification  . . . . . . . . . . . . . . . . . . . . . . .   29
        54.  Voting of Stocks  . . . . . . . . . . . . . . . . . . . . .   29
        55.  Notice  . . . . . . . . . . . . . . . . . . . . . . . . . .   30
        56.  Waiver of Notice  . . . . . . . . . . . . . . . . . . . . .   30
        57.  Dispensing with Notice  . . . . . . . . . . . . . . . . . .   30
        58.  Amendments  . . . . . . . . . . . . . . . . . . . . . . . .   30
        59.  Emergency Provisions  . . . . . . . . . . . . . . . . . . .   30
        60.  Terms . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
        61.  Foreign Stock Record  . . . . . . . . . . . . . . . . . . .   31
        62.  Permitted Percentage  . . . . . . . . . . . . . . . . . . .   31
        63.  Registration of Shares  . . . . . . . . . . . . . . . . . .   31
        64.  Equity Offerings  . . . . . . . . . . . . . . . . . . . . .   32


   * 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.

   <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").
    
        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
   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 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 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 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 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, but in his absence the
   chairman of the meeting may appoint a secretary for the meeting.  The
   opening and closing of the polls for matters upon which the shareholders
   will vote at a meeting shall be announced at the meeting by the chairman
   of 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 75 nor more than
   100 days prior to (x) April 23, 1997, in the case of the Annual Meeting
   scheduled to be held on April 23, 1997 or (y) the first anniversary of the
   immediately preceding Annual Meeting in the case of any other 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 60 days from the date specified in clause (x) or (y), as the
   case may be, 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 the 75th day prior to the date of such annual meeting or the 10th
   day following the day on which public announcement of the date of such
   meeting is first made.  In no event shall the announcement of an
   adjournment of an annual meeting of shareholders 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, 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.

             (c)  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 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.

        The date and time of the opening and closing of the polls for each
   matter upon which the shareholders will vote at a meeting shall be
   announced at the meeting.  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;

                  (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. 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. 
    
        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 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 Seven of the Restated Articles of Incorporation), an Audit
   Committee, a Compensation Committee, an Executive Committee and a
   Nominating Committee, each of which shall have and may 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 hereinafter set
   forth, 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. 

        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; no such committee shall consist of fewer
   than two directors, and the powers of each such committee shall be limited
   to those specified in the resolution designating the committee. 
    
        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. Each committee shall keep minutes of its meetings. 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. All action by each committee shall be reported to the Board. 
    
        28.  Audit Committee 
    
        The Audit Committee shall consist of three or more members. The Board
   shall select the members of the Audit Committee from among the directors
   who are not officers or employees of the corporation and shall designate
   the Chairman of the Committee.
    
        29.  Compensation Committee 
    
        The Compensation Committee shall consist of three or more members. 
   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 and shall
   designate the Chairman of the Committee.

        30.  Executive Committee

        The Executive Committee shall consist of three or more members
   including, by virtue of his office, the Chief Executive Officer.  The
   Board shall select the other members of the Committee from among the
   directors and shall designate the Chairman thereof.

        31.  Nominating Committee
    
        The Nominating Committee shall consist of three or more members. 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 designate one or more directors as alternate members 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. 

        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 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 
    
                  (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 
    
                  (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 4915 South Howell Avenue, Milwaukee, Wisconsin 53207. 
   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 shall have a seal which shall be circular in form
   with "ME WISCONSIN -- WISCONSIN" around the periphery and "1996 --
   CORPORATE SEAL" within, 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.

        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:

                    (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) l, 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; 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.

                    (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.

                    (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 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 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. 

        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. 

        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.

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