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                            BY-LAWS

                               OF

                          CILCORP INC.

           AMENDED AND RESTATED AS OF OCTOBER 18, 1999


                           ARTICLE I.

                            OFFICES

  Section 1.  The registered office of the Corporation required
by the Illinois Business Corporation Act of 1983, as amended (the
"Act"), to be maintained in the State of Illinois shall be in the
City of Chicago, County of Cook, State of Illinois.  The
Corporation may also have offices at such other places both
within and without the State of Illinois as the Board of
Directors may from time to time determine or the business of the
Corporation may require.

                          ARTICLE II.

                          SHAREHOLDERS

  Section 1.  Time and Place of Meetings.  All meetings of the
shareholders for the election of directors or for any other
purpose shall be held at such time and place, within or without
the State of Illinois, as shall be designated by the Board of
Directors.  In the absence of a designation of a place for any
such meeting by the Board of Directors, each such meeting shall
be held at the principal office of the Corporation.

  Section 2.  Annual Meetings.  An annual meeting of
shareholders shall be held for the purpose of electing directors
and transacting such other business as may properly be brought
before the meeting.  The date of the annual meeting shall be
determined by the Board of Directors.

  Section 3.  Special Meetings.  Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by law, may be called by the Chief Executive Officer,
by the President, by the Chairman of the Board, by a majority of
the Board of Directors, or by the holders of not less than twenty
percent of the outstanding shares entitled to vote on the matter
for which the meeting is called by written request executed by
such holders and delivered to the President or the Secretary of
the Corporation.

  Section 4.  Notice of Meetings.  Written notice of each
meeting of the shareholders stating the place, date and time of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty days before the date of the
  meeting, or in the case of a merger, consolidation, share
exchange, dissolution or sale, lease or exchange of assets, not
less than twenty nor more than sixty days before the date of the
meeting, either personally or by mail, by the President, or by
the Secretary at the direction of the President or the person or
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.  If mailed, such notice shall
be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears
on the records of the Corporation, with postage thereon prepaid.

  Any shareholder entitled to receive notice may waive notice of
any meeting by a writing executed and delivered to the
Corporation either before or after the meeting.  Attendance of a
shareholder at any meeting shall constitute a waiver of notice of
such meeting, unless the shareholder attends such meeting for the
express purpose of objecting to the holding of such meeting
because proper notice was not given and at the beginning of such
meeting records such objection with the person acting as
secretary of the meeting and does not thereafter vote on any
action taken at the meeting.

  Section 5.  Quorum.  The holders of record of a majority of
the shares issued and outstanding and entitled to vote thereat,
represented in person or by proxy, shall constitute a quorum at
all meetings of the shareholders for the transaction of business,
except as otherwise provided by the Act or by the Articles of
Incorporation.  If a quorum is not represented, the holders of
record of the shares represented in person or by proxy at the
meeting and entitled to vote thereat shall have power, by the
affirmative vote of the holders of a majority of such shares, to
adjourn the meeting to another time and/or place, without notice
other than announcement at the meeting, except as hereinafter
provided, until a quorum shall be present or represented.  At
such adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the original meeting.  If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.  Withdrawal of shareholders from
any meeting shall not cause the failure of a duly constituted
quorum at such meeting.

  Section 6.  Voting.  At all meetings of the shareholders, each
shareholder shall be entitled to vote, in person or by proxy,
each share owned by such shareholder of record on the record date
for the meeting.  Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided in the Act or in the
Articles of Incorporation.  When a quorum is present at any
meeting, the affirmative vote of the holders of record of a
majority of the shares having voting power represented in person
or by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express
provision of the Act or of the Articles of Incorporation, a
different vote is required, in which case such express provision
shall govern and control the decision of such question.  A
shareholder who is in attendance at a meeting of shareholders in
person or by proxy, but who abstains from the vote on any matter,
shall not be deemed to be represented at such meeting for
purposes of the preceding sentence with respect to such vote, but
shall be deemed to be represented at such meeting for all other
purposes.

  Section 7.  Informal Action by Shareholders.  Unless otherwise
provided by the Act or by the Articles of Incorporation, any
action required to be taken at a meeting of the shareholders, or
any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting and without a vote,
if a consent in writing, setting forth the action so taken, shall
be signed by (a) the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voting, provided, that
(i) at least five days prior to the execution of the consent a
notice in writing is delivered to all of the shareholders
entitled to vote with respect to the subject matter thereof, and
(ii) those shareholders who have not consented in writing are
notified in writing of the taking of the corporate action
promptly after the effective date of such action; or (b) all of
the shareholders entitled to vote with respect to the subject
matter thereof.

  Section 8.  Proxies.  At all meetings of shareholders, a
shareholder may vote in person or vote by proxy which is executed
by the shareholder or his duly authorized attorney-in-fact.  Such
proxy shall be filed with the Secretary or other person
authorized to tabulate votes at any time prior to the
commencement of the meeting.  No proxy shall be valid after
eleven months from the date of its execution unless otherwise
provided in the proxy.

                          ARTICLE III.

                           DIRECTORS

  Section 1.  General Powers.  The business and affairs of the
Corporation shall be managed and controlled by or under the
direction of its Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things
as are not by law or by the Articles of Incorporation or by these
By-laws directed or required to be exercised or done by the
shareholders.

  Section 2.  Number, Qualification and Tenure.  The Board of
Directors of the Corporation shall consist of not less than three
(3) members and not more than twelve (12) members, as may be
determined by the Board of Directors from time to time.  Within
the limits above specified, the number of directors shall be
determined from time to time by resolution of the Board of
Directors.  The directors shall be elected at the annual meeting
of the shareholders, except as provided in the Articles of
Incorporation or Section 3 of this Article, and each director
elected shall hold office until his successor is elected and
qualified or until his earlier death, termination, resignation or
removal from office.  Any decrease in the number of directors
shall not have the effect of shortening the term of any incumbent
director.

  Section 3.  Vacancies and Newly Created Directorships.
Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by the
appointment of a majority of the directors then in office though
less than a quorum, and each director so appointed shall hold
office until the next annual meeting of shareholders and until
his successor is elected and qualified or until the earlier
death, termination, resignation or removal from office of such
director.

  Section 4.  Independent Director.

          (a)  The Corporation shall have at all times one indi
vidual who is an Independent Director (as defined below).  If the
Independent Director resigns, dies or becomes incapacitated, or
such position is otherwise vacant, no action requiring the
unanimous affirmative vote of the directors shall be taken until
a successor Independent Director is appointed and qualified and
approves such action.

          (b)  Notwithstanding any other provision of these
By-laws and any provision of law that otherwise so empowers the
Corporation, the Corporation shall not, without the prior
unanimous consent of the Board of Directors, including the
Independent Director, do any of the following: (i) make a general
assignment for the benefit of creditors; (ii) file a voluntary
petition in bankruptcy; (iii) file a petition or answer seeking
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law
or regulation; (iv) file an answer or other pleading admitting or
failing to contest the material allegations of a petition filed
against it in any proceeding seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, or the entry of any
order appointing a trustee, liquidator or receiver of it or of
its assets or any substantial portion thereof; or (v) seek,
consent to or acquiesce in the appointment of a trustee, receiver
or liquidator of it or of all or any substantial part of its
assets.  With regard to any action contemplated by the preceding
sentence, or with regard to any action taken or determination
made at any time when the Corporation is insolvent, each director
will owe its primary fiduciary duty to the Corporation (including
the creditors of the Corporation).
          (c)  For purposes of these By-laws of the Corporation,
"Independent Director" shall mean, with respect to the
Corporation, a director who is not, and within the last five
years was not (except solely by virtue of such person's serving
as, or affiliation with any other person serving as, an
independent director of The AES Corporation ("Parent") or any of
its affiliates, (i) a stockholder, member, partner, director,
officer, employee, affiliate, customer, supplier, creditor or
independent contractor of, or any person that has received any
benefit in any form whatever from, or any person that has provid
ed any service in any form whatever to, or any major creditor (or
any affiliate of any major creditor) of, the Parent or any of its
affiliates, or (ii) any person owning beneficially, directly or
indirectly, any outstanding shares of common stock, any limited
liability corporation interests or any partnership interests, as
applicable, of the Parent or any of its affiliates, or of any
major creditor (or any affiliate of any major creditor) of any of
the foregoing, or a stockholder, member, partner, director, offi
cer, employee, affiliate, customer, supplier, creditor or inde
pendent contractor of, or any person that has received any bene
fit in any form whatever from, or any person that has provided
any service in any form whatever to, such beneficial owner or any
of such beneficial owner's affiliates, or (iii) a member of the
immediate family of any person described above; provided that the
indirect or beneficial ownership of stock through a mutual fund
or similar diversified investment vehicle with respect to which
the owner does not have discretion or control over the
investments held by such diversified investment vehicle shall not
preclude such owner from being an Independent Director.  For
purposes of this definition, "major creditor" shall mean a
natural person or business entity to which the Parent or any of
its affiliates has outstanding indebtedness for borrowed money or
credit on open account in a sum sufficiently large as would
reasonably be expected to influence the judgment of the proposed
Independent Director adversely to the interests of the
Corporation when the interests of that person or entity are
adverse to those of the Corporation.

  Section 5.  Directors' Duties.  The directors, including the
Independent Director, will act in good faith in accordance with
the terms of the organizational documents and applicable law, and
make decisions with respect to the business and operations of the
Corporation independent of, and not dictated by, the Parent, or
any other affiliate thereof, and any director shall bear a
fiduciary duty to the Corporation (including its creditors).

  Section 6.  Place of Meetings.  The Board of Directors may
hold meetings, both regular and special, either within or without
the State of Illinois.

  Section 7.  Meetings.  The Board of Directors shall hold a
regular meeting, to be known as the annual meeting, immediately
following each annual meeting of the shareholders without any
notice being given.  Other regular meetings of the Board of
Directors shall be held at such time and place as the Board of
Directors may designate from time to time.  No notice of regular
meetings need be given, other than by announcement at the
immediately preceding regular meeting.  Special meetings of the
Board of Directors may be called by or at the request of the
Chairman of the Board or a majority of the Board of Directors.
Notice of any special meeting of the Board shall be given at
least two days prior thereto, either in writing, or
telephonically if confirmed promptly in writing, to each director
at the address shown for such director on the records of the
Corporation.

  Section 8.  Waiver of Notice; Business and Purpose.  Notice of
any meeting of the Board of Directors may be waived in writing
signed by the person or persons entitled to such notice either
before or after the time of the meeting.  The attendance of a
director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened and at the
beginning of such meeting records such objection with the person
acting as secretary of the meeting and does not thereafter vote
on any action taken at the meeting.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the Board need be specified in the notice or waiver of notice
of such meeting, unless specifically required by the Act.

  Section 9.  Quorum and Voting.  At all meetings of the Board
of Directors a majority of the total number of directors then in
office shall constitute a quorum for the transaction of business.
If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting
without notice other than announcement at the meeting, to any
other date, time and place until a quorum shall be present.  The
act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of
Directors, unless the act of a greater number is required by the
Act or by the Articles of Incorporation.  Withdrawal of directors
from any meeting shall not cause the failure of a duly
constituted quorum at such meeting.  A director who is in
attendance at a meeting of the Board of Directors but who
abstains from the vote on any matter by announcing his abstention
to the person acting as secretary of the meeting and not voting
on such matter shall not be deemed to be present at such meeting
for purposes of the preceding sentence or Section 15 of this
Article with respect to such vote, but shall be deemed to be
present at such meeting for all other purposes.

  Section 10.   Organization.  The Chairman of the Board, if
elected, shall act as chairman at all meetings of the Board of
Directors.  If the Chairman of the Board is not elected or if
elected, is not present, the Vice Chairman, if any, or, if no
such Vice Chairman is present, a director chosen by a majority of
the directors present, shall act as chairman at such meeting of
the Board of Directors.

  Section 11.  Committees.  The Board of Directors, by
resolution adopted by a majority of the whole Board, may
designate two or more directors to constitute an Executive
Committee.  The Board of Directors, by resolution adopted by a
majority of the whole Board, may create one or more other
committees and appoint two or more directors to serve on such
committee or committees.  Each director appointed to serve on any
such committee shall serve, unless the resolution designating the
respective committee is sooner amended or rescinded by the Board
of Directors, until the next annual meeting of the Board or until
his respective successor is designated.  The Board of Directors,
by resolution adopted by a majority of the whole Board, may also
designate additional directors as alternate members of any
committee to serve as members of such committee in the place and
stead of any regular member or members thereof who may be unable
to attend a meeting or otherwise unavailable to act as a member
of such committee.  In the absence or disqualification of a
member and all alternate members designated to serve in the place
and stead of such member, the member or members thereof present
at any meeting and not disqualified from voting, whether or not
such member or members constitute a quorum, may unanimously
appoint another director to act at the meeting in the place and
stead of such absent or disqualified member.

     The Executive Committee may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the Corporation between the meetings of
the Board of Directors, and any other committee may exercise the
power and authority of the Board of Directors to the extent
specified by the resolution designating such committee, or the
Articles of Incorporation or these By-laws; provided, however,
that no committee may take any action that is expressly required
by the Act or the Articles of Incorporation or these By-laws to
be taken by the Board of Directors and not by a committee
thereof.  Each committee shall keep a record of its acts and
proceedings, which shall form a part of the records of the
Corporation in the custody of the Secretary, and all actions of
each committee shall be reported to the Board of Directors at the
next meeting of the Board.

     Meetings of committees may be called at any time by the
Chairman of the Board, if any, or the chairman of the respective
committee.  A majority of the members of the committee shall
constitute a quorum for the transaction of business and, except
as expressly limited by this section, the act of a majority of
the members present at any meeting at which there is a quorum
shall be the act of such committee.  Except as expressly provided
in this section or in the resolution designating the committee, a
majority of the members of any such committee may select its
chairman, fix its rules of procedure, fix the time and place of
its meetings and specify what notice of meetings, if any, shall
be given.

  Section 12.   Action without Meeting.  Unless otherwise
specifically prohibited by the Articles of Incorporation or these
By-laws, any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be
taken without a meeting, if all members of the Board of Directors
or such committee, as the case may be, execute a consent thereto
in writing setting forth the action so taken, and the writing or
writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

  Section 13.   Attendance by Telephone.  Members of the Board
of Directors or any committee thereof may participate in and act
at any meeting of the Board of Directors or such committee, as
the case may be, through the use of a conference telephone or
other communications equipment by means of which all persons
participating in the meeting can hear each other.  Participation
in such meeting shall constitute attendance and presence in
person at the meeting of the person or persons so participating.

  Section 14.  Compensation.  By resolution of the Board of
Directors, irrespective of any personal interest of any of the
members thereof, the directors may be paid their reasonable
expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at meetings
or a stated salary as directors, payable in cash or securities.
These payments shall not preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be
allowed like compensation for attending committee meetings.

  Section 15.  Presumption of Assent.  A director who is present
at a meeting of the Board of Directors or any committee thereof
when corporate action is taken shall be deemed to have assented
to the action taken unless: (1) he objects at the beginning of
the meeting to holding such meeting or transacting business at
such meeting; (2) his dissent from the action taken is entered in
the minutes of such meeting; or (3) he delivers written notice of
his dissent to the person acting as the secretary of the meeting
before the adjournment thereof or forwards such dissent by
registered or certified mail to the Secretary immediately after
the adjournment of such meeting.  The right of dissent is not
available to a director who votes in favor of the action taken.

                          ARTICLE IV.

                            OFFICERS

     Section 1.  Enumeration.  The officers of the Corporation
shall be chosen by the Board of Directors and shall include a
President and a Secretary. The Board of Directors may also elect
a Chairman of the Board, a Vice Chairman, one or more Vice
Presidents, a Treasurer, one or more Assistant Secretaries and
Assistant Treasurers and such other officers and agents as it may
deem appropriate.  Any number of offices may be held by the same
person.

     Section 2.  Term of Office.  The officers of the Corporation
shall be elected at the annual meeting of the Board of Directors
and shall hold office until their successors are elected and
qualified or until their earlier death, termination, resignation
or removal from office.  Any officer or agent of the Corporation
may be removed, with or without cause, by the Board of Directors
whenever in its judgment the best interests of the Corporation
will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed.  Election or appointment of an officer or agent shall
not of itself create contract rights.  Any vacancy in any office
because of death, resignation, termination, removal,
disqualification or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.

     Section 3.  Chief Executive Officer.  The Chief Executive
Officer of the Corporation, if elected, shall have general
supervision, direction and control of the business and affairs of
the Corporation, subject to the control of the Board of
Directors, and shall have such other functions, authority and
duties as customarily appertain to the office of the chief
executive officer of a business corporation or as may be
prescribed by the Board of Directors.

     Section 4.  President.  During any period when there shall
be an office of Chief Executive Officer, the President shall be
the chief operating officer of the Corporation and shall have
such functions, authority and duties as may be prescribed by the
Board of Directors or the Chief Executive Officer.  During any
period when there shall not be an office of Chief Executive
Officer, the President shall be the chief executive officer of
the Corporation, and, as such, shall have the functions,
authority and duties provided for the Chief Executive Officer.

     Section 5.  Vice President. The Vice President or, if there
shall be more than one, each Vice President, in the absence of
the President or in the event of the President's inability or
refusal to act (and if there be no Chief Executive Officer),
shall have the authority to perform the duties of the President,
subject to such limitations thereon as may be imposed by the
Board of Directors, and such other duties as may from time to
time be prescribed by the Board of Directors, the Chief Executive
Officer or the President.

     Section 6.  Secretary.  The Secretary shall:  (a) keep a
record of all proceedings of the shareholders, the Board of
Directors and any committees thereof in one of more books
provided for that purpose; (b) give, or cause to be given, all
notices that are required by law or these By-laws to be given by
the Secretary; (c) be custodian of the corporate records and, if
the Corporation has a corporate seal, of the seal of the
Corporation; (d) have authority to affix the seal of the
Corporation to all instruments the execution of which requires
such seal and to attest such affixing of the seal; (e) keep a
register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (f)
sign, with the Chief Executive Officer, if any, or President or
any Vice President, or any other officer thereunto authorized by
the Board of Directors, any certificates for shares of the
Corporation, or any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be
executed by the signature of more than one officer; (g) have
general charge of the share transfer books of the Corporation;
(h) have authority to certify as true and correct copies of the
By-laws, or resolutions of the shareholders, the Board of
Directors and committees thereof, and of other documents of the
Corporation; and (i) in general, perform the duties incident to
the office of secretary and such other duties as from time to
time may be prescribed by the Board of Directors, the Chief
Executive Officer or the President.  The Board of Directors may
give general authority to any other officer to affix the seal of
the Corporation and to attest such affixing of the seal.

     Section 7.  Assistant Secretary.  The Assistant Secretary,
or if there shall be more than one, each Assistant Secretary in
the absence of the Secretary or in the event of the Secretary's
inability or refusal to act, shall have the authority to perform
the duties of the Secretary, subject to such limitations thereon
as may be imposed by the Board of Directors, and such other
duties as may from time to time be prescribed by the Board of
Directors, the Chief Executive Officer, the President or the
Secretary.

     Section 8.  Treasurer.  The Treasurer shall be the principal
accounting and financial officer of the Corporation.  The
Treasurer shall:  (a) have charge of and be responsible for the
maintenance of adequate books of account for the Corporation; (b)
have charge and custody of all funds and securities of the
Corporation, and be responsible therefor and for the receipt and
disbursement thereof; and (c) perform the duties incident to the
office of treasurer and such other duties as may from time to
time be prescribed by the Board of Directors, the Chief Executive
Officer or the President.  The Treasurer may sign with the Chief
Executive Officer, if any, or the President, or any Vice
President, or any other officer thereunto authorized by the Board
of Directors, certificates for shares of the Corporation.  If
required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the Board of Directors may
determine.

     Section 9.  Assistant Treasurer.  The Assistant Treasurer,
or if there shall be more than one, each Assistant Treasurer, in
the absence of the Treasurer or in the event of the Treasurer's
inability or refusal to act, shall have the authority to perform
the duties of the Treasurer, subject to such limitations thereon
as may be imposed by the Board of Directors, and such other
duties as may from time to time be prescribed by the Board of
Directors, the Chief Executive Officer, the President or the
Treasurer.

     Section 10.  Other Officers and Agents.  Any officer or
agent who is elected or appointed from time to time by the Board
of Directors and whose duties are not specified in these By-laws
shall perform such duties and have such powers as may from time
to time be prescribed by the Board of Directors, the Chief
Executive Officer or the President.

                           ARTICLE V.

                    CERTIFICATES FOR SHARES

     Section 1.  Form.  The shares of the Corporation shall be
represented by certificates; provided, however, the Board of
Directors may provide by resolution or resolutions that some or
all of any or all classes or series of the Corporation's shares
shall be uncertificated shares.  Each certificate for shares
shall be consecutively numbered or otherwise identified.
Certificates representing shares in the Corporation shall be
signed by or in the name of the Corporation by the Chief
Executive Officer or the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation.  Where a certificate is
countersigned by a transfer agent, other than the Corporation or
an employee of the Corporation, or by a registrar, the signatures
of one or more officers of the Corporation 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, the certificate may be issued
by the Corporation with the same effect as if such officer,
transfer agent or registrar were such officer, transfer agent or
registrar at the date of its issue.

     Section 2.  Transfer.  Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate or uncertificated shares
in place of any certificate therefor issued by the Corporation to
the person entitled thereto, cancel the old certificate and
record the transaction in its share book.

     Section 3.  Replacement.  In case of the loss, destruction,
mutilation or theft of a certificate representing shares of the
Corporation, a new certificate may be issued upon the surrender
of the mutilated certificate or, in the case of loss, destruction
or theft of a certificate, upon satisfactory proof of such loss,
destruction or theft and upon such terms as the Board of
Directors may prescribe.  The Board of Directors may in its
discretion require the owner of the lost, destroyed or stolen
certificate, or his legal representative, to give the Corporation
a bond, in such sum and in such form and with such surety or
sureties as it may direct, to indemnify the Corporation against
any claim that may be made against it with respect to the
certificate alleged to have been lost, destroyed or stolen.

                          ARTICLE VI.

            INDEMNIFICATION OF DIRECTORS, OFFICERS,
                     EMPLOYEES AND AGENTS

     Section 1.  Third Party Actions.  The Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, including all appeals (other than an action, suit
or proceeding by or in the right of the Corporation) by reason of
the fact that he is or was a director or officer of the
Corporation (and the Corporation, in the discretion of the Board
of Directors, may so indemnify a person by reason of the fact
that he is or was an employee or agent of the Corporation or is
or was serving at the request of the Corporation, another
corporation, partnership, joint venture, trust or other
enterprise in any capacity), against expenses (including
attorneys' fees), judgments, decrees, fines, penalties and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith or in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was
unlawful.

     Section 2.  Actions By or in the Right of the Corporation.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit, including all appeals, by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the
Corporation (and the Corporation, in the discretion of the Board
of Directors, may so indemnify a person by reason of the fact
that he is or was an employee or agent of the Corporation or is
or was serving at the request of the Corporation in any other
capacity for or on behalf of the Corporation), against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been finally adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court in which such action
or suit was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.
Notwithstanding the foregoing, the Corporation shall be required
to indemnify an officer or director in connection with an action,
suit or proceeding initiated by such person only if such action,
suit or proceeding was authorized by the Board of Directors.

     Section 3.  Indemnity if Successful.  To the extent that a
director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 1 or 2 of this Article,
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

     Section 4.  Standard of Conduct.  Except in a situation
governed by Section 3 of this Article, any indemnification under
Section 1 or 2 of this Article (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director or
officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in
Section 1 or 2, as applicable, of this Article.  Such
determination shall be made (i) by a majority vote of directors
acting at a meeting at which a quorum consisting of directors who
were not parties to such action, suit or proceeding is present,
or (ii) if such a quorum is not obtainable, or even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
shareholders.

     Section 5.  Expenses.  Expenses of each officer and director
hereunder indemnified actually and reasonably incurred in
defending a civil or criminal action, suit or proceeding or
threat thereof shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of any undertaking by or on behalf of such person to repay such
amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in
this Article.  Such expenses incurred by employees and agents may
be so paid upon receipt of the aforesaid undertaking and such
other terms and conditions, if any, as the Board of Directors
deems appropriate.

     Section 6.  Nonexclusivity.  The indemnification and
advancement of expenses provided by, or granted pursuant to other
Sections of this Article, shall not be deemed exclusive of any
other rights to which those seeking indemnification or
advancement of expenses may now or hereafter be entitled under
any law, by-law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office.

     Section 7.  Insurance.  The Corporation may purchase and
maintain insurance, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of the Act.

     Section 8.  Definitions.  For purposes of this Article,
references to "the Corporation" shall include, in addition to the
surviving corporation, any merging corporation (including any
corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would
have had the power and authority to indemnify any or all of its
directors, officers, employees and agents, so that any person who
was a director, officer, employee or agent of such merging
corporation, or was serving at the request of such merging
corporation in any other capacity, shall stand in the same
position under the provisions of this Article with respect to the
surviving corporation as such person would have had with respect
to such merging corporation if its separate existence had
continued as such corporation was constituted immediately prior
to such merger.

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

     Section 9.  Reports to Shareholders.  If required by the
Act, the Corporation shall report any indemnity payment or
advancement of expenses by the Corporation to any director,
officer, employee or agent provided for in this Article to the
shareholders in writing either with or before the distribution of
the notice of the next shareholders' meeting.

     Section 10.  Severability.  If any provision hereof is
invalid or unenforceable in any jurisdiction, the other
provisions hereof shall remain in full force and effect in such
jurisdiction, and the remaining provisions hereof shall be
liberally construed to effectuate the provisions hereof, and the
invalidity of any provision hereof in any jurisdiction shall not
affect the validity or enforceability of such provision in any
other jurisdiction.

     Section 11.  Amendment.  The right to indemnification
conferred by this Article shall be deemed to be a contract
between the Corporation and each person referred to herein until
amended or repealed, but no amendment to or repeal of these
provisions shall apply to or have any effect on the right to
indemnification of any person with respect to any liability or
alleged liability of such person for or with respect to any act
or omission of such person occurring prior to such amendment or
repeal.

                          ARTICLE VII.

                          SEPARATENESS

  Section 1.  Funds, Assets and Accounts.  The funds and other
assets of the Corporation shall not be commingled with those of
any other entity, and the Corporation shall maintain its accounts
separate from any other person or entity.

  Section 2.  Liability for Debts and Name.  The Corporation
shall not hold itself out as being liable for the debts of any
other entity, and shall conduct its own business in its own name.

  Section 3.  Action through Agents and Identity.  The
Corporation shall act solely in its own name and through its duly
authorized directors, officers or agents in the conduct of its
business, and shall conduct its business so as not to mislead
others as to the identity of the entity or assets with which they
are concerned.

  Section 4.  Separate Records.  The Corporation shall maintain
separate records, books of account and financial statements, and
shall not commingle its records and books of account with the
records and books of account of any other entity.

  Section 5. Formalities.  The Corporation shall observe in all
material respects all formalities required by its organizational
documents and applicable law.
  Section 6.  Capitalization.  The Corporation shall at all
times ensure that its capitalization is adequate in light of its
business and purpose.

  Section 7.  Debts of Affiliates.  Subject to the last sentence
of this Section 7, (i) neither the Parent nor any affiliate of
the Parent (other than the Corporation) shall guaranty, become
liable on or hold itself out as being liable for the debts of the
Corporation; (ii) the Corporation shall not guarantee or become
obligated for the debts of the Parent or any affiliate thereof
(other than the Corporation), or otherwise hold out its credit as
being available to satisfy the obligations of the Parent or any
affiliate thereof (other than the Corporation); (iii) the
Corporation shall not pledge its assets for the benefit of Parent
or any of its affiliates;  (iv) the Corporation shall not make
loans or advances to Parent or any of its affiliates, and shall
not acquire obligations or securities of the Parent or any
affiliate thereof (other than the Corporation), other than the
settlement of purchase contracts with respect to any Premium
Income Equity Securities or similar securities issued by the
Corporation.  Notwithstanding the foregoing, the Corporation may
take any action otherwise prohibited under this Section 7 if such
action is taken with respect to its own subsidiaries, and its own
subsidiaries may take any action otherwise prohibited under this
Section 7 if such action is taken with respect to the
Corporation.

  Section 8.  Payment of Liabilities.  The Corporation shall pay
its own liabilities out of its own funds.

  Section 9.  Arm's Length Relationship with Affiliates.  The
Corporation shall maintain an arm's-length relationship with its
affiliates.

  Section 10.  Overhead and Office Space.  The Corporation shall
allocate fairly and reasonably any overhead for office space
shared with the Parent or any affiliate thereof.

  Section 11.  Separate Business Forms.  The Corporation shall
use its own separate stationery, invoices, checks and other
business forms.

  Section 12.  Correction of Misunderstandings.  The Corporation
shall correct any known misunderstanding regarding its separate
identity.


                         ARTICLE VIII.

                       GENERAL PROVISIONS

     Section 1.  Fiscal Year.  The fiscal year of the Corporation
shall be fixed from time to time by resolution of the Board of
Directors.

     Section 2.  Corporation Seal.  The corporate seal, if any,
of the Corporation shall be in such form as may be approved from
time to time by the Board of Directors.  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.

     Section 3.  Notices and Mailing.  Except as otherwise
provided in the Act, the Articles of Incorporation or these By-
laws, all notices required to be given by any provision of these
By-laws shall be deemed to have been given (i) when received, if
given in person, (ii) on the date of acknowledgment of receipt,
if sent by telex, facsimile or other wire transmission, (iii) one
day after delivery, properly addressed, to a reputable courier
for same day or overnight delivery, or (iv) three days after
being deposited, properly addressed, in the U.S. mail, certified
or registered mail, postage prepaid.

     Section 4.  Waiver of Notice.  Whenever any notice is
required to be given under the Act or the provisions of the
Articles of Incorporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent to notice.

     Section 5.  Interpretation.  In these By-laws, unless a
clear contrary intention appears, the singular number includes
the plural number and vice versa, and reference to either gender
includes the other gender.

                          ARTICLE IX.

                           AMENDMENTS

     Unless the power to make, alter, amend or repeal these By-
laws is reserved to the shareholders by the Articles of
Incorporation, these By-laws, including any By-law adopted by the
shareholders, may be made, altered, amended or repealed by the
shareholders or the Board of Directors, provided, that (i) the
unanimous consent of the Board of Directors, including the
Independent Director, shall be required to alter, amend or repeal
(a) Section 4 and Section 5 of Article III hereof; (b) Article
VII hereof; and (c) this Article IX; and (ii) subject to
paragraph (i) above, the fact that the power to make, alter,
amend or repeal these By-laws has been conferred upon the Board
of Directors shall not divest the shareholders of the same
powers.