Adopted July 12, 1988
Revised July 28, 1989
Revised Dec. 18, 1991
Revised April 8, 1994
Revised December 13, 1995
Revised August 9, 1996
Revised April 24, 1997

AMENDED AND RESTATED
CODE OF BY-LAWS
OF
CENTRAL NEWSPAPERS, INC.


ARTICLE 1
Identification, Records, Seal and Fiscal Year

	Section 1.01.  Name.  The name of the Corporation is Central 
Newspapers, Inc. (the "Corporation").

	Section 1.02.  Place of Keeping Corporate Books and Records.  
The Corporation shall keep at its principal office a copy of (a) its Articles 
of Incorporation and all amendments thereto currently in effect (the 
"Articles"); (b) its Code of By-Laws and all amendments thereto currently 
in effect (the "By-Laws"); (c) resolutions adopted by the Board of 
Directors (the "Board") with respect to one or more classes or series of 
shares and fixing their relative rights, preferences, and limitations, if 
shares issued pursuant to these resolutions are outstanding; (d) minutes of 
all meetings of the shareholders of the Corporation (the "Shareholders") 
and records of all actions taken by the Shareholders without a meeting 
(collectively, "Shareholders Minutes") for the prior three years; (e) all 
written communications by the Corporation to the Shareholders including 
the financial statements furnished by the Corporation to the Shareholders 
for the prior three years; (f) a list of the names and business addresses of 
the current directors of the Corporation (the "Directors") and the current 
officers of the Corporation (the "Officers"); and (g) the most recent 
Annual Report of the Corporation as filed with the Secretary of State of 
Indiana. The Corporation shall also keep and maintain at its principal 
office, or at such other place or places within or without the State of 
Indiana as may be provided, from time to time, in these By-Laws, (a) 
minutes of all meetings of the Board and of each committee, and records 
of all actions taken by the Board and by each committee without a 
meeting; (b) Shareholders Minutes; (c) appropriate accounting records of 
the Corporation; and (d) a record of the Shareholders in a form that 
permits preparation of a list of the names and addresses of all the 
Shareholders, in alphabetical order by class of shares, stating the number 
and class of shares held by each Shareholder.  All of the records of the 
Corporation described in this Section shall be maintained in written form 
or in another form capable of conversion into written form within a 
reasonable time.

Section 1.03.  Seal. The corporate seal of the Corporation shall be 
in circular form and mounted upon a metal die, suitable for impressing 
upon paper, and about the upper periphery of the seal shall appear the 
words "Central Newspapers, Inc." and about the lower periphery thereof 
shall appear the word "Indiana" and in the center thereof shall appear the 
word "Seal" and the year "1934".  The corporate seal shall be used for 
ceremonial or traditional purposes in such circumstances as the Secretary 
or Assistant Secretary shall deem appropriate.  The Corporation shall not 
be required to use the corporate seal for any purpose whatsoever, and the 
absence of the impression of the corporate seal from any document shall 
not affect in any way the validity or effect of such document.

Section 1.04.  Fiscal Year.  Each fiscal year of the Corporation 
shall end on the last Sunday of each calendar year, and the next fiscal year 
shall begin on the Monday following the last Sunday in each calendar 
year.


ARTICLE 2
Shares

Section 2.01.  Certificates for Shares.  Each holder of the shares of 
the Corporation shall be entitled to a certificate in such form as the Board 
may prescribe from time to time. However, unless the Articles provide 
otherwise, the Board may authorize the issue of some or all of the shares 
of any or all of the Corporation's classes or series without certificates.  
Within a reasonable time after the issue or transfer of shares without 
certificates, the Corporation shall send the Shareholder a written statement 
of the information required on certificates by the Indiana Business 
Corporation Law, as amended from time to time (the "Act"), and the 
information required by the Indiana Uniform Commercial Code, as in 
effect from time to time. A holder of such shares may request that a 
certificate be provided to him by giving notice to the Secretary of the 
Corporation. The certificate shall be provided in the form prescribed by 
the Board.

Section 2.02.  Transfer of Shares.  The shares of the Corporation 
shall be transferable only on the books of the Corporation upon delivery to 
the Corporation of the certificate(s) representing the same or, in the case 
of shares without certificates, an instrument of assignment in respect of 
the shares being transferred, in form and substance satisfactory to the 
Corporation, properly endorsed by the registered holder or by his duly 
authorized attorney, such endorsement to be guaranteed by a bank or 
registered securities broker or dealer. The requirement for such guarantee 
may be waived in writing upon the form of endorsement by the President 
of the Corporation.

Section 2.03.  Lost, Stolen or Destroyed Certificates.  The Corporation may 
issue a new certificate for shares in the place of any certificate theretofore 
issued and alleged to have been lost, stolen or destroyed, but the Board may 
require the owner of such lost, stolen or destroyed certificate, or his legal
representative, to furnish affidavit as to such loss, theft or destruction and 
to give a bond in such form and substance, and with such surety or sureties, 
with fixed or open penalty, as it may direct to indemnify the Corporation
against any claim that may be made on account of the alleged loss, theft or
destruction of such certificate.  A new certificate may be issued without 
requiring any bond when, in the judgment of the Board, it is not imprudent to do
so.

Section 2.04.  Issue and 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. If shares are issued for 
promissory notes or for promises to render services in the future, the 
Corporation shall report in writing to the Shareholders the number of 
shares authorized to be so issued with or before the notice of the next 
Shareholders' meeting. However, if the Corporation is subject to the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), these 
reporting requirements are satisfied by complying with the proxy 
disclosure provisions of the Exchange Act. The adequacy of the 
consideration is to be determined by the Board, and that determination is 
conclusive insofar as the adequacy of the shares relates to whether the 
shares are validly issued, fully paid, and nonassessable. Once the 
Corporation receives the consideration for which the Board authorized the 
issuance of the shares, the shares are fully paid and nonassessable.


ARTICLE 3
Meetings of Shareholders

Section 3.01.  Place of Meetings.  All meetings of Shareholders 
shall be held at the principal office of the Corporation or at such other 
place, within or without the State of Indiana, as may be specified in the 
respective notices or waivers of notice thereof.

Section 3.02.  Annual Meeting.  Unless otherwise determined by 
the Board, the annual meeting of the Shareholders for the election of 
Directors, and for the transaction of such other business as may properly 
come before the meeting, shall be held at 10:00 in the forenoon of the 
second Wednesday in May of each year, if such day is not a legal holiday, 
and if a holiday then on the first following day that is not a legal holiday. 
Failure to hold the Annual Meeting at the designated time does not affect 
the validity of any corporate action.

Section 3.03.  Special Meetings.  Special meetings, for any 
purpose or purposes (unless otherwise prescribed by law), may be called 
by the Board or the President, and shall be called by the President or any 
Vice-President at (a) the request in writing of a majority of the Board, or 
(b) at the written demand, delivered to the Secretary, of Shareholders 
holding of record not less than 25% of the voting power of all the shares 
of the Corporation issued and outstanding and entitled by the Articles to 
vote on the business proposed to be transacted thereat. All requests or 
demands for special meetings shall state the purpose or purposes thereof, 
and the business transacted at such meeting shall be confined to the 
purposes stated in the call and matters germane thereto.

Section 3.04.  Record Date.  The Board may fix a record date, not 
exceeding seventy (70) days prior to the date of any meeting of the 
Shareholders, for the purpose of determining the Shareholders entitled to 
notice of and to vote at such meeting. In the absence of action by the 
Board fixing a record date as herein provided, the record date shall be the 
fourteenth (14th) day prior to the date of the meeting. A new record date 
must be fixed if a meeting of Shareholders is adjourned to a date more 
than 120 days after the date fixed for the original meeting.

Section 3.05.  Notice of Meetings.  A written or printed notice, 
stating the place, day and hour of the meeting, and, in the case of a 
special meeting or when otherwise required by any provision of the Act, 
the Articles or these By-Laws, the purpose or purposes for which the 
meeting is called, shall be delivered or mailed by the Secretary or by the 
persons calling the meeting to each Shareholder at the time entitled to 
vote, at such address as appears on the records of the Corporation, at least 
ten (10) and not more than sixty (60) days before the date of the meeting. 
Notice of any special meeting called at the written demand of 
Shareholders shall be delivered or mailed within sixty (60) days of the 
Secretary's receipt of such demand.  Each Shareholder who has in the 
manner provided in Section 3.06 of these By-Laws waived notice of a 
Shareholders' meeting, or who personally attends a Shareholders' 
meeting, or is represented thereat by a proxy duly authorized to appear by 
an instrument of proxy complying with the requirements hereinafter set 
forth, shall be conclusively presumed to have been given due notice of 
such meeting.

Section 3.06.  Waiver of Notice.  Notice of any annual or special 
meeting may be waived in writing by any Shareholder, before or after the 
date and time of the meeting specified in the notice thereof, by a written 
waiver delivered to the Corporation for inclusion in the minutes or filing 
with the corporate records. A Shareholder's attendance at any meeting in 
person or by proxy shall constitute a waiver of any objection to (a) notice 
of such meeting, unless the Shareholder at the beginning of the meeting 
objects to the holding of or the transaction of business at the meeting, and 
(b) consideration at such meeting of any business that is not within the 
purpose or purposes described in the meeting notice, unless the 
Shareholder objects to considering the matter when it is presented.

Section 3.07  Proxies.  A Shareholder entitled to vote at any 
meeting may vote either in person or by proxy executed in writing by the 
Shareholder or a duly authorized attorney-in-fact of such Shareholder. For 
purposes of this Section, a proxy granted by telegram, telex, telecopy or 
other document transmitted electronically for or by a Shareholder shall be 
deemed "executed in writing by the Shareholder." The general proxy of a 
fiduciary shall be given the same effect as the general proxy of any other 
Shareholder. No proxy shall be valid after eleven months from the date of 
its execution unless a longer or shorter time is expressly provided therein. 
An appointment of a proxy is revocable by a Shareholder unless the 
appointment form conspicuously states that it is irrevocable and the 
appointment is coupled with an interest.

Section 3.08.  Quorum.  At any meeting of Shareholders, the 
holders of outstanding shares representing a majority of the votes entitled 
to be cast with respect to the business to be transacted at such meeting, 
represented thereat in person or by proxy, shall constitute a quorum, and a 
majority vote of such quorum shall be necessary for the transaction of any 
business by the meeting, unless a greater number is required by law, the 
Articles or these By-Laws. In case a quorum shall not be present at any 
meeting, the holders of record representing a majority of the votes so 
present in person or by proxy may adjourn the meeting from time to time, 
without notice, other than announcement at the meeting, unless the date of 
the adjourned meeting requires that the Board fix a new record date 
therefore, in which case notice of the adjourned meeting shall be given. 
At any such adjourned meeting at which a quorum shall be present or 
represented, any business may be transacted which might have been 
transacted at the meeting as originally scheduled.

Section 3.09.  Shareholder List.  The Secretary shall cause to be 
prepared before each meeting of Shareholders a complete list of the 
Shareholders entitled to notice of such meeting, arranged in alphabetical 
order by class of shares (and each series within a class), and showing the 
address of, and the number of shares entitled to vote held by, each 
Shareholder (the "Shareholder List"). Beginning five business days before 
the meeting and continuing throughout the meeting, the Shareholder List 
shall be on file at the principal office or at a place identified in the 
meeting notice as the city where the meeting will be held, and shall be 
available for inspection by any Shareholder entitled to vote at the meeting. 
 On written demand, made in good faith and for a proper purpose and 
describing with reasonable particularity the Shareholder's purpose, and if 
the Shareholder List is directly connected with the Shareholder's purpose, 
a Shareholder (or such Shareholder's agent or attorney authorized in 
writing) shall be entitled to inspect and to copy the Shareholder List, 
during regular business hours and at the Shareholder's expense, during the 
period the Shareholder List is available for inspection. The original stock 
register or transfer book, or a duplicate thereof kept in the State of 
Indiana, shall be the only evidence as to who are the Shareholders entitled 
to examine the Shareholder List, or to notice of or to vote at any meeting.

Section 3.10.  Action Without Meeting.  Any action required or 
permitted to be taken at any meeting of the Shareholders may be taken 
without a meeting if the action is taken by all the Shareholders entitled to 
vote on the action. The action must be evidenced by one (1) or more 
written consents describing the action taken, signed by all the 
Shareholders entitled to vote on the action, and delivered to the 
Corporation for inclusion in the minutes or filing with the corporate 
records. Action taken under this Section is effective when the last 
Shareholder signs a written consent, unless the consent specifies a 
different prior or subsequent effective date.

Section 3.11.  Voting Rights of Shareholders.  The Shareholders of 
the Corporation shall have the voting rights set forth in the Articles.

Section 3.12.  Order of Business.  The order of business at the 
annual meetings, and so far as practicable at all other meetings, of 
Shareholders, shall be:

		Item (1).  Proof of due notice of meeting.

		Item (2).  Call of roll.

		Item (3).  Reading and disposal of any unapproved minutes.

		Item (4).  Annual reports of Officers and Committees.

		Item (5).  Unfinished business.

		Item (6).  New business.

		Item (7).  Election of Directors.

		Item (8).  Adjournment.

Section 3.13.  Notice of Shareholder Business.  At any meeting of 
the Shareholders, only such business or proposals ("Business") may be 
conducted as shall have been properly brought before the meeting, and as 
shall have been determined to be lawful and appropriate for consideration 
by Shareholders at the meeting.  To be properly brought before a meeting, 
Business must be (a) specified in the notice of meeting (or supplement 
thereto) given in accordance with Section 3.05 of these By-Laws, 
(b) brought before the meeting by or at the direction of the Board or the 
President, or (c) brought before the meeting by a Shareholder after giving 
timely notice thereof in writing to the Secretary of the Corporation.  To 
be timely, a Shareholder's notice must be delivered to or mailed and 
received at the principal office of the Corporation, not less than ten (10) 
days prior to the meeting.  A Shareholder's notice to the Secretary shall 
set forth as to each matter the Shareholder proposes to bring before the 
meeting (a) a brief description of the Business desired to be brought 
before the meeting, (b) the name and address, as they appear on the 
Corporation's Shareholder List, of the Shareholder proposing such 
Business, (c) the class and number of shares of the Corporation which are 
beneficially owned by the Shareholder, and (d) any interest of the 
Shareholder in such Business.  The person presiding at the meeting shall, 
if the facts warrant, determine and declare to the meeting that Business 
was not properly brought before the meeting in accordance with the 
By-Laws, or that Business was not lawful or appropriate for consideration 
by Shareholders at the meeting, and if he should so determine, he shall so 
declare to the meeting, and any such Business shall not be transacted. 
(Section added December 18, 1991)

Section 3.14.  Notice of Shareholder Nominees.  Nominations of 
persons for election to the Board may be made at any meeting of 
Shareholders by or at the direction of the Board or by any Shareholder of 
the Corporation entitled to vote for the election of Directors at the 
meeting.  Shareholder nominations shall be made pursuant to timely notice 
given in writing to the Secretary of the Corporation in accordance with 
Section 3.13 of these By-Laws.  Such Shareholder's notice shall set forth as 
to each person whom the Shareholder proposes to nominate for election or 
re-election as a Director, (a) the name, age, business address and 
residence address of such person, (b) the principal occupation or 
employment of such person, (c) the class and number of shares of the 
Corporation which are beneficially owned by such person, (d) any other 
information relating to such person that is required to be disclosed in 
solicitation of proxies for election of Directors, or is otherwise required, 
in each case pursuant to Regulation 14A under the Securities Exchange 
Act of 1934, as amended (including without limitation such person's 
written consent to being named in the proxy statement as a nominee and to 
serving as a Director if elected), and (e) the qualifications of the nominee 
to serve as a Director of the Corporation.  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 
Shareholder nomination shall be effective unless made in accordance with 
the procedures set forth in this Section 3.14.  The person presiding at the 
meeting shall, if the facts warrant, determine and declare to the meeting 
that a Shareholder nomination was not made in accordance with the 
By-Laws, and if he should so determine, he shall so declare to the meeting 
and the defective nomination shall be disregarded. (Section added 
December 18, 1991)


ARTICLE 4
Board of Directors

Section 4.01.  Duties and Number.  The business and affairs of the 
Corporation shall be managed under the direction of a Board of seven (7) 
Directors.

Section 4.02.  Election, Term of Office and Qualification.   
Directors shall be elected at each annual meeting by the Shareholders 
entitled by the Articles to elect Directors.  Directors shall be elected for a 
term of one year and shall hold office until their respective successors are 
elected and qualified. Directors need not be residents of the State of 
Indiana or Shareholders of the Corporation.  No decrease in the number of 
Directors at any time provided for by these By-Laws shall have the effect 
of shortening the term of any incumbent Director.

Section 4.03.  Powers of Directors.  The Board shall exercise all 
the powers of the Corporation, subject to the restrictions imposed by law, 
the Articles, or these By-Laws.

Section 4.04.  Annual Meeting. Unless otherwise determined by 
the President or the Board, the Board shall meet each year immediately 
after the annual meeting of the Shareholders, at the place where such 
meeting of the Shareholders has been held, for the purpose of 
organization, election of Officers, and consideration of any other business 
that may properly be brought before the meeting.  No notice shall be 
necessary for the holding of this annual meeting.  If such meeting is not 
held as above provided, the election of Officers may be held at any 
subsequent duly constituted meeting of the Board.

Section 4.05.  Regular Board Meetings.  Regular meetings of the 
Board may be held at stated times or from time to time, and at such place, 
either within or without the State of Indiana, as the Board may determine, 
without call and without notice.

Section 4.06.  Special Board Meetings.  Special meetings of the 
Board may be called at any time or from time to time, and shall be called 
on the written request of at least two Directors or the President, by 
causing the Secretary or any Assistant Secretary to give to each Director, 
either personally or by mail, telephone, telegraph, teletype or other form 
of wire or wireless communication at least two days' notice of the date, 
time and place of such meeting. Special meetings shall be held at the 
principal office or at such other place, within or without the State of 
Indiana, as shall be specified in the respective notices or waivers of notice 
thereof. A Director may waive notice of any special meeting of the Board 
before or after the date and time stated in the notice by a written waiver 
signed by the Director and filed with the minutes or corporate records. A 
Director's attendance at or participation in a special meeting waives any 
required notice to the Director of the meeting unless the Director at the 
beginning of the meeting (or promptly upon the Director's arrival) objects 
to holding the meeting or transacting business at the meeting and does not 
thereafter vote for or assent to action taken at the meeting.

Section 4.07.  Meeting by Telephone, etc.  Any or all of the 
members of the Board or of any committee designated by the Board may 
participate in a meeting of the Board or the committee, or conduct a 
meeting through the use of, any means of communication by which all 
persons participating may simultaneously hear each other during the 
meeting, and participation in a meeting using these means constitutes 
presence in person at the meeting.

Section 4.08.  Quorum.  At all meetings of the Board, a majority 
of the number of Directors designated for the full Board shall be necessary 
to constitute a quorum for the transaction of any business, except (a) that 
for the purpose of filling of vacancies of the Board a majority of Directors 
then in office shall constitute a quorum, and (b) that a lesser number may 
adjourn the meeting from time to time until a quorum is present.  The 
affirmative vote of a majority of the Directors present at a meeting at 
which a quorum is present shall be the act of the Board, unless the act of a 
greater number is required by law, the Articles or these By-Laws.

Section 4.09.  Action Without Meeting.  Any action required or 
permitted to be taken at any meeting of the Board or of any committee 
thereof may be taken without a meeting if the action is taken by all 
members of the Board or of such committee. The action must be 
evidenced by one (1) or more written consents describing the action taken, 
signed by each member of the Board or of the committee, and included in 
the minutes or filed with the corporate records reflecting the action taken. 
Action taken under this Section is effective when the last member of the 
Board or of the committee signs a written consent, unless the consent 
specifies a different prior or subsequent effective date.

Section 4.10.  Resignations.  Any Director may resign at any time 
by delivering written notice to the Board, its Chairman, the President, or 
the Secretary.  Such resignation shall take effect when the notice is 
delivered unless the notice specifies a later effective date. If the 
resignation specifies a later effective date, the Board may fill the pending 
vacancy before the effective date, but the new Director may not take 
office until the vacancy occurs.

Section 4.11.  Removal.  Any Director may be removed, with or 
without cause, at any meeting of the Shareholders by the vote specified in 
the Articles, if notice of the intention to act upon such matter shall have 
been given in the notice calling such meeting.

Section 4.12.  Vacancies.  Any vacancy occurring in the Board, 
including a vacancy resulting from an increase in the number of Directors, 
may be filled by the Board, or if the Directors remaining in office 
constitute fewer than a quorum of the Board, they may fill the vacancy by 
the affirmative vote of a majority of all the Directors remaining in office. 
Each Director so chosen shall hold office until the expiration of the term 
of the Director, if any, whom he has been chosen to succeed, or, if none, 
until the expiration of the term designated by the Board for the 
directorship to which he has been elected, or until his earlier removal, 
resignation, death, or other incapacity.

Section 4.13.  Compensation of Directors.  The Board is 
empowered and authorized to fix and determine the compensation of 
Directors for attendance at meetings of the Board and additional 
compensation for such additional services any of such Directors may 
perform for the Corporation.

Section 4.14.  Interest of Directors in Contracts.  Any contract or 
other transaction between the Corporation and (a) any Director, or (b) any 
corporation, unincorporated association, business trust, estate, 
partnership, trust, joint venture, individual or other legal entity ("Legal 
Entity") (1) in which any Director has a material financial interest or is a 
general partner, or (2) of which any Director is a director, officer or 
trustee (collectively, a "Conflict Transaction"), shall be valid for all 
purposes, if the material facts of the Conflict Transaction and the 
Director's interest were disclosed or known to the Board, a committee 
with authority to act thereon, or the Shareholders entitled to vote thereon, 
and the Board, such committee, or such Shareholders authorized, 
approved, or ratified the Conflict Transaction.  A Conflict Transaction is 
authorized, approved or ratified:

		(a)	By the Board or such committee, if it receives the 
affirmative vote of a majority of the Directors who have no interest 
in the Conflict Transaction, notwithstanding the fact that such 
majority may not constitute a quorum or a majority of the Board or 
such committee or a majority of the Directors present at the 
meeting, and notwithstanding the presence or vote of any Director 
who does have such an interest; provided, however, that no 
Conflict Transaction may be authorized, approved or ratified by a 
single Director; or

		(b)	By such Shareholders, if it receives the vote of a 
majority of the shares entitled to be counted, in which vote shares 
owned or voted under the control of any Director who, or of any 
Legal Entity that, has an interest in the Conflict Transaction may 
be counted.

This Section shall not be construed to require authorization, ratification or 
approval by the Shareholders of any Conflict Transaction, or to invalidate 
any Conflict Transaction that would otherwise be valid under the common 
and statutory law applicable thereto.


ARTICLE 5
Executive Committee and Other Committees

	Section 5.01.  Designation of Committees.  The Board may, by 
resolution adopted by a majority of the actual number of Directors elected 
and qualified, from time to time, designate (i) any two (2) or more of its 
members to constitute an Executive Committee, and (ii) any one (1) or 
more of its members to constitute any other Committee. The Board shall 
have the power at any time to increase or decrease the number of 
members of the Executive Committee or any other Committee, to fill 
vacancies thereon, to change any member thereof and to change the 
functions or terminate the existence thereof.

	Section 5.02.  Powers of Committees.  During the intervals 
between meetings of the Board, and subject to such limitations as may be 
required by law or by resolution of the Board, the Executive Committee 
shall have and may exercise all of the authority of the Board, and any 
other Committee shall have and may exercise such authority of the Board 
as may be provided in the resolution designating such Committee; 
provided, however, that neither the Executive Committee nor any other 
Committee shall have authority to do any of the following:

		(a)	authorize dividends or other distributions, except 
that the Executive Committee (or an Officer designated by the 
Board) may authorize or approve a reacquisition of Shares if done 
according to a formula or method prescribed by the Board;

		(b)	approve or propose to the Shareholders action 
required by the law to be submitted to the Shareholders for 
approval;

		(c)	fill vacancies on the Board or any Committee;

		(d)	amend the Articles, except to the extent authorized 
in subsection (g);

		(e) adopt, amend or repeal these By-Laws;

		(f)	approve a plan of merger not requiring Shareholder 
approval; or

		(g)	authorize or approve the issuance or sale of 
Shares, or determine the designation and relative rights, 
preferences and limitations of a class or series of Shares, except 
that the Executive Committee (or an Officer designated by the 
Board) may take the actions described in this subsection within 
limits prescribed by the Board.

The members of any Committee shall act only as a Committee, and the 
individual members shall have no power as such.  All minutes of 
Committee Meetings shall be submitted to the next succeeding Board 
Meeting; but failure to submit the same shall not invalidate any completed 
or incomplete action taken by the Corporation upon proper authorization 
by such Committee prior to the time when the same should have been or 
were submitted as above provided.

	Section 5.03.  Meetings; Procedure; Quorum.  Sections 4.05 
through 4.09 of these By-Laws dealing with meetings, action without a 
meeting, notice and waiver of notice, and quorum and voting 
requirements of the Board apply to the committees and their members as 
well.


ARTICLE 6
Officers

	Section 6.01.  Number.  The Officers of the Corporation shall 
consist of the President, the Executive Vice President, one (1) or more 
Vice-Presidents, the Secretary, the Treasurer, and such other officers as 
may be chosen by the Board at such time and in such manner and for such 
terms as the Board may prescribe.  Any two (2) or more offices may be 
held by the same person.

	Section 6.02.  Election and Term of Office.  The Officers shall be 
chosen by the Board or by an Officer duly elected or appointed and duly 
authorized by the Board.  Each Officer shall hold office until his successor 
is chosen and qualified, until his death, until he shall have resigned, or 
until he shall have been removed pursuant to Section 6.04 of these By-
Laws.

	Section 6.03.  Resignations.  Any Officer may resign at any time 
by delivering written notice to the Board, its Chairman, the President, or 
the Secretary.  Such resignation shall take effect when the notice is 
delivered unless the notice specifies a later effective date.  If a resignation 
is made effective at a later date and the Corporation accepts the future 
effective date, the Board may fill the pending vacancy before the effective 
date if the Board provides that the successor does not take office until the 
effective date.

	Section 6.04.  Removal.  Any Officer may be removed either with 
or without cause, at any time, by the vote of a majority of the actual 
number of Directors elected and qualified from time to time, or by the 
Officer who appointed that Officer.

	Section 6.05.  Vacancies.  Whenever any vacancy shall occur in 
any office, the same shall be filled by the Board, the President, or by an 
Officer duly appointed by the Board, and the Officer so chosen shall hold 
office during the remainder of the term for which his predecessor was 
chosen or as otherwise provided herein.

	Section 6.06.  President.  Subject to the general control of the 
Board, the President shall manage and supervise all the affairs and 
personnel of the Corporation and shall discharge all the usual functions of 
the chief executive officer of a corporation. He shall preside at all 
meetings of Shareholders and Directors, discharge all the duties which 
devolve upon a presiding officer, and shall exercise and perform such 
other powers and duties as these By-Laws or the Board may prescribe. 
The President shall have full authority to execute proxies in behalf of the 
Corporation, to vote stock owned by it in any other corporation, and to 
execute, with the Secretary, powers of attorney appointing other 
corporations, partnerships, or individuals the agent of the Corporation, all 
subject to the provisions of the Act, the Articles and these By-Laws.

	Section 6.07.  The Executive Vice-President and Vice-Presidents.  
The Executive Vice-President shall perform all duties incumbent upon the 
President during the absence or disability of the President, and perform 
such other duties as the By-Laws may require or the Board of Directors or 
President may prescribe. The Vice-Presidents shall perform all duties 
incumbent upon the Executive Vice-President during the absence or 
disability of the Executive Vice-President, and perform such other duties 
as these By-Laws may require or the Board of Directors or President may 
prescribe.

	Section 6.08  Secretary.  The Secretary shall attend all meetings of 
the Shareholders and of the Board, and shall keep or cause to be kept in a 
book provided for the purpose a true and complete record of the 
proceedings of such meetings, and shall perform a like duty, when 
required, for all committees created by the Board. He shall authenticate 
the records of the Corporation when necessary and shall exercise and 
perform such other powers and duties as these By-Laws, the Board, or the 
President may prescribe. He shall give all notices of the Corporation and, 
in case of his absence, negligence, or refusal so to do, any notice may be 
given by a person so directed by the President or by the requisite number 
of Directors or Shareholders upon whose request the meeting is called as 
provided by these By-Laws.

	Section 6.09.  Treasurer.  The Treasurer shall keep correct and 
complete records of account, showing accurately at all times the financial 
condition of the Corporation. He shall be the legal custodian of all 
moneys, notes, securities and other valuables that may from time to time 
come into the possession of the Corporation. He shall immediately deposit 
all funds of the Corporation coming into his hands in some reliable bank 
or other depository to be designated by the Board, and shall keep such 
bank account in the name of the Corporation.  He shall furnish at 
meetings of the Board, or whenever requested thereby, a statement of the 
financial condition of the Corporation, and shall exercise and perform 
such other powers and duties as these By-Laws, the Board, or the 
President may prescribe. The Treasurer may be required to furnish bond 
in such amount as shall be determined by the Board.

	Section 6.10.  Chairman of the Board.  The Chairman of the Board 
shall be elected from the Directors of the Corporation and shall have the 
usual duties of a Chairman of the Board.

	Section 6.11.  Assistant Officers.  The Board or an Officer duly 
appointed by the Board may from time to time designate assistant Officers 
who shall exercise and perform such powers and duties as the Officers 
whom they are elected to assist shall specify and delegate to them, and 
such other powers and duties as these By-Laws, the Board, or the 
President may prescribe. An Assistant Secretary may, in the absence or 
disability of the Secretary, attest the execution of all documents by the 
Corporation.

	Section 6.12.  Delegation of Authority.  In case of the absence of 
any Officer of the Corporation, or for any other reason that the Board 
may deem sufficient, the Board may delegate the powers or duties of such 
Officer to any other Officer or to any Director, for the time being.


ARTICLE 7
Negotiable Instruments, Deeds, Contracts,
Stock and Limitation of Liability

	Section 7.01.  Execution of Negotiable Instruments.  All checks, 
drafts, bills of exchange and orders for the payment of money by the 
Corporation shall, unless otherwise directed by the Board, or unless 
otherwise required by law, be signed by any two of the following 
Officers: the President, the Executive Vice-President, any Vice-President, 
the Secretary or the Treasurer. The Board may, however, authorize any 
one or more of such Officers to sign checks, drafts, bills of exchange and 
orders for the payment of money by the Corporation singly and without 
necessity of countersignature; and the Board may designate any other 
employee or employees of the Corporation, who may, in the name of the 
Corporation, execute checks, drafts, bills of exchange and orders for the 
payment of money by the Corporation or in its behalf.

	Section 7.02.  Execution of Deeds, Contracts, Etc.  All deeds, 
notes, bonds and mortgages made by the Corporation and all other written 
contracts and agreements, other than those executed in the ordinary course 
of corporate business, to which the Corporation shall be a party shall be 
executed in its name by the President, the Executive Vice-President, a 
Vice-President or by any other Officer so authorized by the Board, acting 
by resolution; and the Secretary, when necessary or required, shall attest 
the execution thereof.

	Section 7.03.  Ordinary Contracts and Agreements.  All written 
contracts and agreements into which the Corporation enters in the ordinary 
course of business operations shall be executed by any Officer or by any 
other employee of the Corporation designated by the President to execute 
such contracts and agreements.

	Section 7.04.  Endorsement of Certificates for Shares.  Unless 
otherwise directed by the Board, any share or shares issued by any 
corporation and owned by the Corporation (including reacquired shares of 
the Corporation) may, for sale or transfer, be endorsed in the name of the 
Corporation by the President, the Executive Vice-President or a Vice-
President, and the Secretary, when necessary or required, shall attest such 
endorsement.

	Section 7.05.  Voting of Shares Owned by Corporation.  Unless 
otherwise directed by the Board, any share or shares issued by any other 
corporation and owned or controlled by the Corporation may be voted at 
any shareholders' meeting of such other corporation by the President of 
the Corporation, or in his absence by the Executive Vice-President of the 
Corporation.  Whenever, in the judgment of the President, it is desirable 
for the Corporation to execute a proxy or give a shareholder's consent in 
respect to any share or shares issued by any other corporation and owned 
by the Corporation, such proxy or consent shall be executed in the name 
of the Corporation by the President or the Executive Vice-President of the 
Corporation. Any person or persons designated in the manner above stated 
as the proxy or proxies of the Corporation shall have full right, power and 
authority to vote the share or shares issued by such other corporation and 
owned by the Corporation in the same manner as such share or shares 
might be voted by the Corporation.

	Section 7.06.  Limitation of Liability.  The following provisions 
apply with respect to liability on the part of a Director, a member of any 
committee appointed by the Board (an "Appointed Committee"), Officer, 
employee or agent of the Corporation (collectively, "Corporate Persons," 
and individually, a "Corporate Person") for any loss or damage suffered 
on account of any action taken or omitted to be taken by a Corporate 
Person:

		(a)	General Limitation.  No Corporate Person shall be 
liable for any loss or damage if, in taking or omitting to take any 
action causing such loss or damage, either (1) such Corporate 
Person acted (A) in good faith, (B) with the care an ordinarily 
prudent person in a like position would have exercised under 
similar circumstances, and (C) in a manner such Corporate Person 
reasonably believed was in the best interests of the Corporation, or 
(2) such Corporate Person's breach of or failure to act in 
accordance with the standards of conduct set forth in Clause (a)(1) 
above (the "Standards of Conduct") did not constitute willful 
misconduct or recklessness.

		(b)	Reliance on Corporate Records and Other 
Information.  Any Corporate Person shall be fully protected, and 
shall be deemed to have complied with the Standards of Conduct, 
in relying in good faith, with respect to any information contained 
therein, upon (1) the Corporation's records, or (2) information, 
opinions, reports or statements (including financial statements and 
other financial data) prepared or presented by (A) one or more 
other Corporate Persons whom such Corporate Person reasonably 
believes to be competent in the matters presented, (B) legal 
counsel, public accountants or other persons as to matters that such 
Corporate Person reasonably believes are within such person's 
professional or expert competence, (C) an Appointed Committee, 
of which such Corporate Person is not a member, if such 
Corporate Person reasonably believes such Appointed Committee 
merits confidence, or (D) the Board, if such Corporate Person is 
not a Director and reasonably believes that the Board merits 
confidence.


ARTICLE 8
Amendments

	Section 8.01.  Amendment of By-Laws.  The power to make, 
alter, amend or repeal these By-Laws is vested in the Board, but the 
affirmative vote of a number of Directors equal to a majority of the 
number who would constitute a full Board of Directors at the time of such 
action shall be necessary to take any action for the making, alteration, 
amendment or repeal of these By-Laws.