EXHIBIT 3.2


                                 REGULATIONS
                                     OF
                    SKY FINANCIAL GROUP, INC., AS AMENDED


                          MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meeting.

      The annual meeting of shareholders of the Corporation shall be held on the
first Thursday in March or at such other time and on such business day as the
directors may determine each year.  The annual meeting shall be held at the
principal office of the Corporation or at such other place within or without the
State of Ohio as the directors may determine.  The directors shall be elected
thereat and such other business transacted as may properly be brought before the
meeting.

Section 2.  Special Meetings.

      Special meetings of the shareholders may be called at any time by the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer or by the directors by action at a meeting or a majority of
the directors acting without a meeting or by shareholders holding 50% or more of
the outstanding shares entitled to vote thereat.  Such meetings may be held
within or without the State of Ohio at such time and place as may be specified
in the notice thereof.

Section 3.  Notice of Meetings.

      Written notice of every annual or special meeting of the shareholders
stating the time, place and purposes thereof shall be given to each shareholder
entitled to notice as provided by law, not less than seven nor more than ninety
days before the date of the meeting.  Such notice may be given by or at the
direction of the Chairman of the Board, the President, any Vice President or the
Secretary by personal delivery or by mail addressed to the shareholder at his
last address as it appears on the records of the Corporation.  Any shareholder
may waive in writing notice of any meeting, either before or after the holding
of such meeting, and, by attending any meeting without protesting the lack of
proper notice, shall be deemed to have waived notice thereof.

Section 4.  Persons Becoming Entitled by Operation of Law or Transfer.

      Every person who, by operation of law, transfer or any other means
whatsoever, shall become entitled to any shares, shall be bound by every notice
in respect of such share or shares which previously to the entering of his name
and address on the records of the Corporation shall have been duly given to the
person from whom he derives his title to such shares.

Section 5.  Quorum and Adjournments.

      Except as may be otherwise required by law or by the Articles of
Incorporation or these Regulations, the holders of  a majority of the then-
outstanding shares entitled to vote in an election of directors, taken together
as a single class ("Voting Shares"), present in person or by proxy, shall
constitute a quorum; provided that any meeting duly called, whether a quorum is
present or otherwise may, by vote of the holders of the majority of the Voting
Shares represented thereat, adjourn from time to time, in which case no further
notice of any such adjourned meeting need be given.

Section 6.  Business to be Conducted at Meetings.

      At any meeting of shareholders, only such business shall be conducted as
shall have been properly brought before the meeting.  To be properly brought
before a meeting of shareholders, business must be specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
directors, otherwise properly brought before the meeting by or at the direction
of the directors or otherwise properly brought before the meeting by a
shareholder.  For business to be properly brought before a meeting of
shareholders by a shareholder, the shareholder must have given 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 executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy-five (75) days' notice or prior public disclosure
of the date of the meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the fifteenth (15th) day following the earlier of the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made.  A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the meeting (i) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by such shareholder, and (iv) any
material interest of such shareholder in such business.

      Notwithstanding anything in the Regulations of the Corporation to the
contrary, no business shall be conducted at a meeting of shareholders except in
accordance with the procedures set forth in this Section 6.

      The Chairman of the meeting of shareholders shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6 in which
event any such business not properly brought before the meeting shall not be
transacted.


                                 DIRECTORS

Section 7.  Number.

      (a)   The number of directors shall not be less than five (5) nor more
than thirty-five (35), the exact number of directors to be determined from time
to time by an eighty (80) percent majority vote of the directors then in office,
and such exact number shall be twenty-two (22) until otherwise so determined.

      (b)   At the effective time (the "Effective Time") of the merger with Mid
Am, Inc. ("Mid Am"), the directors of the Corporation shall consist of twenty-
two (22) members, eleven (11) of whom shall be selected by the Chairman of the
Board and Chief Executive Officer of Mid Am ("Mid Am Directors") and eleven (11)
of whom shall be selected by the Board of Directors of the Corporation prior to
the Effective Time ("Bancshares Directors") and which shall be allocated among
the three classes of directors of the Corporation by the agreement of the
Chairman of the Board and Chief Executive Officer of Mid Am and the Board of
Directors of the Corporation so that each class shall have an equal number of
Mid Am Directors and Bancshares Directors.

Section 8.  Nominations.

      (a)   Only persons who are nominated in accordance with the procedures set
forth in this Section 8 shall be eligible for election by shareholders as
directors.  Nominations of persons for election as directors of the Corporation
may be made at a meeting of shareholders by or at the direction of the directors
by any nominating committee or person appointed by the directors, including (i)
pursuant to paragraph (b) of this Section 8 or (ii) by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in paragraph (c) of this Section
8.  No person shall be eligible for election by shareholders as a director of
the Corporation unless nominated in accordance with the procedures set forth in
this Section 8.

      (b)   For a period of three years after the Effective Time, in the event
that a Mid Am Director or a Bancshares Director or a director otherwise
nominated as set forth herein by the Mid Am Directors or Bancshares Directors as
set forth herein shall resign, no longer be able to serve or not stand for
reelection, (i) if such director shall be a Mid Am Director or a nominee of
the Mid Am Directors, then the Mid Am Directors and nominees of the Mid Am
Directors serving as directors shall have the exclusive right to nominate an
individual to fill such vacancy and (ii) if such director shall be a Bancshares
Director or a nominee of the Bancshares Directors, then the Bancshares Directors
and nominees of the Bancshares Directors serving as directors shall have the
exclusive right to nominate an individual to fill such vacancy.

      (c)   Nominations other than those made by or at the direction of the
directors, shall be made only pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than seventy-five
(75) days' notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be so
delivered or received not later than the close of business on the fifteenth
(15th) day following the earlier of the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.  Such shareholder's
notice shall set forth (a) as to each person who is not an incumbent director
whom the shareholder proposes to nominate for election as a director, (i) the
name, age, business address and residence address of such person; (ii) the
principal occupation or employment of such person; (iii) the class and number
of shares of the Corporation which are beneficially owned by such person; and
(iv) any other information relating to such person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as
to the shareholder giving the notice, (i) the name and record address of such
shareholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder.  Such notice shall be accompanied by the
written consent of each proposed nominee to serve as a director of the
Corporation, if elected.  The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the provisions of this Section 8, and, if he should so
determine, the defective nomination shall be void and ineffective and the person
or persons so nominated shall not be eligible for election.

Section 9.  Classification, Election and Term of Office of Directors.

      The directors shall be divided into three classes, as nearly equal in
number as possible, and one of the classes shall be elected for a three-year
term of office at each annual shareholders meeting.  At the annual meeting of
shareholders in 1985, one class of directors shall be elected for a one-year
term, one class shall be elected for a two-year term and one class shall be
elected for a three-year term.  At each succeeding annual meeting of
shareholders, successors to the class of directors whose term expires in that
year will be elected to a three-year term.  If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of such class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director.  A director
shall hold office until the annual meeting for the year in which his term
expires and his successor shall be elected and shall qualify, subject, however,
to prior death, resignation, or removal from office.  Election of directors
shall be by ballot whenever requested by any person entitled to vote at the
meeting; but unless so requested such election may be conducted in any way
approved at such meeting.

Section 10. Removal.

      Directors may only be removed for cause and only by the affirmative vote
of not less than 80 percent of the whole Board of Directors of the Corporation.

Section 11. Vacancies.

      Whenever any vacancy shall occur among the directors, the remaining
directors shall constitute the directors of the Corporation until such vacancy
is filled or until the number of directors is changed pursuant to Section 7
hereof.  Subject to Section 8(b), except in cases where a director is removed as
provided by law and these Regulations and his successor is elected by the
shareholders, the remaining directors may, by a vote of a majority of their
number, fill any vacancy for the unexpired term.  A majority of the directors
then in office may also fill any vacancy that results from an increase in the
number of directors.

Section 12. Quorum and Adjournments.

      A majority of the directors in office at the time shall constitute a
quorum, provided that any meeting duly called, whether a quorum is present or
otherwise, may, by vote of a majority of the directors present, adjourn from
time to time and place to place within or without the State of Ohio, in which
case no further notice of the adjourned meeting need be given.  At any meeting
at which a quorum is present, all questions and business shall be determined by
the affirmative vote of not less than a majority of the directors present,
except as is otherwise provided in the Articles of Incorporation or these
Regulations or is otherwise authorized by Section 1701.60(A)(1) of the Ohio
Revised Code.

Section 13. Organization Meeting.

      Immediately after each annual meeting of the shareholders at which
directors are elected, or each special meeting held in lieu thereof, the
directors, including those newly elected, if a quorum of all such directors is
present, shall hold an organization meeting at the same place or at such other
time and place as may be fixed by the shareholders at such meeting, for the
purpose of electing officers and transacting any other business.  Notice of such
meeting need not be given.  If for any reason such organization meeting is not
held at such time, a special meeting for such purpose shall be held as soon
thereafter as practicable.

Section 14. Regular Meetings.

      Regular meetings of the directors may be held at such times and places
within or without the State of Ohio as may be provided for in by-laws or
resolutions adopted by the directors and upon such notice, if any, as shall be
so provided for.

Section 15. Special Meetings.

      Special meetings of the directors may be held at any time within or
without the State of Ohio upon call by the Chairman of the Board, the President,
any Vice President, or by any two directors.  Notice of each such meeting shall
be given to each director by personal delivery, by mail, cablegram or telegram,
or by telephone not less than two days prior to such meeting or such shorter
notice as the directors shall deem necessary and warranted under the
circumstances.  Any director may waive in writing notice of any meeting, and, by
attending any meeting without protesting the lack of proper notice, shall be
deemed to have waived notice thereof.  Unless otherwise limited in the notice
thereof, any business may be transacted at any organization, regular or special
meeting.

Section 16. Compensation.

      The directors are authorized to fix reasonable compensation, which may
include pension, disability, and death benefits, for services to the Corporation
by directors or a reasonable fee for attendance at any meeting of the directors,
the Executive Committee, or other committees elected under Section 20 hereof, or
any combination of salary and attendance fee.  In addition to such compensation
provided for directors, they shall be reimbursed for any expenses incurred by
them in traveling to and from such meetings.


                   EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 17. Membership and Organization.

      (a)   The directors, at any time, may elect from their number an Executive
Committee which shall consist of four or more directors of the Corporation, each
of whom shall hold office during the pleasure of the directors and may be
removed at any time, with or without cause, by vote thereof.  In the event that
an Executive Committee is formed at any time during the three year period after
the Effective Time, the Executive Committee shall consist of an even number of
directors, one-half of whom (the "Mid Am Executive Committee Members") shall be
selected by the Mid Am Directors and nominees of Mid Am Directors serving as
directors and one-half of whom (the "Bancshares Executive Committee Members")
shall be selected by the Bancshares Directors and nominees of the Bancshares
Directors serving as directors plus such additional directors as a majority of
the directors who become directors as a result of or pursuant to Section 7(b) or
8(b) shall determine.

      (b)   Vacancies occurring in the Executive Committee may be filled by the
directors; provided however, that for a period of three years after the
Effective Time, in the event that a Mid Am Executive Committee Member or a
Bancshares Executive Committee Member or a member of the Executive Committee
otherwise selected as set forth herein by the Mid Am Directors or Bancshares
Directors shall resign or no longer serve, (i) if such member shall be a Mid Am
Executive Committee Member or shall have been selected by the Mid Am Directors
and nominees of the Mid Am Directors serving as directors, then the Mid Am
Directors and nominees of the Mid Am Directors serving as directors shall have
the exclusive right to select an individual to fill such vacancy and (ii) if
such member shall be a Bancshares Executive Committee Member or shall have been
selected by the Bancshares Directors and nominees of the Bancshares Directors
serving as directors, then the Bancshares Directors and nominees of the
Bancshares Directors serving as directors shall have the exclusive right to
select an individual to fill such vacancy.

      (c)   In the event the directors have not designated a Chairman, the
Executive Committee shall appoint one of its own number as Chairman who shall
preside at all meetings and may also appoint a Secretary (who need not be a
member of the Executive Committee) who shall keep its records and who shall hold
office at the pleasure of the Executive Committee.

Section 18. Meetings.

      (a)   Regular meetings of the Committee may be held without notice of the
time, place or purposes thereof and shall be held at such times and places
within or without the State of Ohio as the Committee may from time to time
determine.

      (b)   Special meetings may be held upon notice of the time, place and
purposes thereof at any place within or without the State of Ohio and until
otherwise ordered by the Committee shall be held at any time and place at the
call of the Chairman or any two members of the Committee.

      (c)   At any regular or special meeting the Committee may exercise any or
all of its powers, and any business which shall come before any regular or
special meeting may be transacted thereat, provided a majority of the Committee
is present, but in every case the affirmative vote of a majority of all of the
members of the Committee shall be necessary to take any action.

      (d)   Any authorized action by the Committee may be taken without a
meeting by a writing signed by all the members of the Committee.

Section 19. Powers.

      Except as its powers, duties and functions may be limited or prescribed by
the directors, during the intervals between the meetings of the directors, the
Committee shall possess and may exercise all the powers of the directors
provided that the Committee shall not be empowered to declare dividends, elect
or remove officers, fill vacancies among the directors or Executive Committee,
adopt an agreement of merger or consolidation, recommend to the shareholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, nor recommend to the shareholders a dissolution of the
Corporation or revocation of a dissolution.  All actions of the Committee shall
be reported to the directors at their meeting next succeeding such action and
shall be subject to revision or alteration by the directors, provided that no
rights of any third person shall be affected thereby.

Section 20. Other Committees.

      (a)   The directors may elect other committees from among the directors in
addition to or in lieu of the Executive Committee and give to them any of the
powers which under the foregoing provisions could be vested in the Executive
Committee, provided, that in the event that any such committee is formed at any
time during the three year period after the Effective Time, such committee shall
consist of an even number of directors, one-half of whom (the "Mid Am Committee
Members") shall be selected by the Mid Am Directors and nominees of the Mid Am
Directors serving as directors and one-half of whom (the "Bancshares Committee
Members") shall be selected by the Bancshares Directors and nominees of the
Bancshares Directors serving as directors plus such additional directors as a
majority of the directors who become directors as a result of or pursuant to
Section 7(b) or 8(b) shall determine.

      (b)   Vacancies occurring in any committee formed pursuant to Section
20(a) may be filled by the directors; provided that for a period of three years
after the Effective Time, in the event that a Mid Am Committee Member or a
Bancshares Committee Member or a member of such committee otherwise selected as
set forth herein by the Mid Am Directors or Bancshares Directors shall resign or
no longer serve, (i) if such member shall be a Mid Am Committee Member or shall
have been selected by the Mid Am Directors and nominees of the Mid Am
Directors serving as directors, then the Mid Am Directors and nominees of the
Mid Am Directors serving as directors shall have the exclusive right to select
an individual to fill such vacancy and (ii) if such member shall be a Bancshares
Committee Member or shall have been selected by the Bancshares Directors and
nominees of the Bancshares Directors serving as directors, then the Bancshares
Directors and nominees of the Bancshares Directors serving as directors shall
have the exclusive right to select an individual to fill such vacancy.


                                    OFFICERS

Section 21. Officers Designated.

      The directors, at their organization meeting or at a special meeting held
in lieu thereof or to the extent otherwise necessary shall elect, and unless
otherwise determined by the directors there shall be, a Chairman of the Board, a
Senior Chairman of the Board, a Chief Executive Officer, a President, a Chief
Operating Officer, a Vice Chairman of the Board, a Secretary, a Treasurer and,
in their discretion, one or more Vice Presidents, an Assistant Secretary or
Secretaries, an Assistant Treasurer or Treasurers, and such other officers as
the directors may deem appropriate.  From time to time, the directors may elect
one or more additional Vice Chairmen of the Board, in which case the Vice
Chairman who was initially elected as such will thereafter be designated by the
directors as the First Vice Chairman of the Board.  Any two or more of such
offices other than that of President and Vice President, or Secretary and
Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the
same person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity if such instrument is required by law, the Articles of
Incorporation, these Regulations or any by-laws to be executed, acknowledged, or
verified by two or more officers.

Section 22. Tenure of Office.

      The officers of the Corporation shall hold office for such terms as the
directors shall determine from time to time.  The directors may remove any
officer at any time with or without cause by a majority vote of the directors in
office at the time.  A vacancy, however created, in any office may be filled by
election by the directors.

Section 23. Chairman of the Board.

      The Chairman of the Board shall preside at meetings of the shareholders
and directors, shall initiate and develop broad corporate policies and shall
have such other powers and duties as may be prescribed by the directors.  Except
where the signature of the President is required by law, the Chairman of the
Board shall possess the same power as the President to execute all authorized
deeds, mortgages, bonds, contracts and other instruments and obligations in the
name of the Corporation.

Section 24. Senior Chairman of the Board; Chairman of the Board; Vice Chairman
            of the Board.

      Each of the Senior Chairman of the Board, the Chairman of the Board and
the Vice Chairman of the Board, shall render policy and other management
services to the Corporation of the type customarily performed by persons serving
in a similar capacity.

Section 25. Chief Executive Officer.

      The Chief Executive Officer of the Corporation shall have general
supervision over its property, business and affairs, subject to the directions
of the Chairman of the Board and/or the directors.  Unless otherwise determined
by the directors, he shall have authority to execute all authorized deeds,
mortgages, bonds, contracts and other instruments and obligations in the name
of the Corporation, and in the absence of the Chairman of the Board shall
preside at meetings of the shareholders and the directors.  He shall have such
other powers and duties as may be prescribed by the directors.

Section 26. President and Chief Operating Officer.

      The President and Chief Operating Officer of the Corporation shall be the
second highest ranking officer of the Corporation and shall render executive,
policy and other management services to the Corporation and have primary
responsibility for the commercial banking operations of the Corporation and
related acquisitions and, with respect to all other merger and acquisition
activity, shall have the right to participate fully in any such process,
including discussions and negotiations, and shall have such other duties as the
Board of Directors or the Chief Executive Officer of the Corporation may from
time to time reasonably direct or request.

Section 27. Vice Presidents.

      The Vice Presidents shall have such powers and duties as may be prescribed
by the directors or as may be delegated by the Chairman of the Board or the
President.

Section 28. Secretary.

      The Secretary shall attend and keep the minutes of all meetings of the
shareholders and of the directors.  He shall keep such books as may be required
by the directors and shall give all notices of meetings of shareholders and
directors, provided, however, that any persons calling such meetings may, at
their option, themselves give such notice.  He shall have such other powers
and duties as may be prescribed by the directors.

Section 29. Treasurer.

      The Treasurer shall receive and have in charge all money, bills, notes,
bonds, stocks in other corporations and similar property belonging to the
Corporation and shall do with the same as shall be ordered by the directors.  He
shall keep accurate financial accounts and hold the same open for inspection and
examination of the directors.  On the expiration of his term of office, he
shall turn over to his successor, or the directors, all property, books, papers
and money of the Corporation in his hands.  He shall have such other powers and
duties as may be prescribed by the directors.

Section 30. Other Officers.

      The Assistant Secretaries, Assistant Treasurers, if any, and the other
officers, if any, shall have such powers and duties as the directors may
prescribe.

Section 31. Delegation of Duties.

      The directors are authorized to delegate the duties of any officers to any
other officer and generally to control the action of the officers and to require
the performance of duties in addition to those mentioned herein.

Section 32. Compensation.

      The directors are authorized to determine or to provide the method of
determining the compensation of all officers.

Section 33. Bond.

      Any officer or employee, if required by the directors, shall give bond in
such sum and with such security as the directors may require for the faithful
performance of his duties.

Section 34. Signing Checks and Other Instruments.

      The directors are authorized to determine or provide the method of
determining how checks, notes, bills of exchange and similar instruments shall
be signed, countersigned or endorsed.

Section 35. Management Executive Committee.

      (a)   At the Effective Time, a Management Executive Committee of the
Corporation shall be established and shall consist of at least eight members,
one-half of whom shall be selected by the Chairman of the Board and Chief
Executive Officer of Mid Am immediately prior to the Effective Time (the "Mid Am
Management Executive Committee Members") and one-half of whom shall be selected
by the President and Chief Executive Officer of the Corporation immediately
prior to the Effective Time (the "Bancshares Management Executive Committee
Members").  For a period of three years after the Effective Time, in the event
that a Mid Am Management Executive Committee Member or a Bancshares Management
Executive Committee Member or a member of the Management Executive Committee
otherwise selected as set forth herein shall resign or no longer serve, (i) if
such member shall be a Mid Am Management Executive Committee Member or shall
have been selected by the Mid Am Directors and nominees of the Mid Am Directors
serving as directors, then the Mid Am Directors and nominees of the Mid Am
Directors serving as directors shall have the exclusive right to select an
individual to fill such vacancy and (ii) if such member shall be a Bancshares
Management Executive Committee Member or shall have been selected by the
Bancshares Directors and nominees of the Bancshares Directors serving as
directors, then the Bancshares Directors and nominees of the Bancshares
Directors serving as directors shall have the exclusive right to select an
individual to fill such vacancy.  Mid Am Directors and the nominees of Mid Am
Directors serving as directors shall have the exclusive right to remove any Mid
Am Management Executive Committee Member or any member of the Management
Executive Committee they have selected.  Bancshares Directors and the nominees
of Bancshares Directors serving as directors shall have the exclusive right to
remove any Bancshares Management Executive Committee member or any member of the
Management Executive Committee they have selected.  Members of the Management
Executive Committee shall either be members of the Board of Directors of the
Corporation or employees of the Corporation or its subsidiaries.  After the
Effective Time, the Board of Directors may appoint additional members of the
Management Executive Committee other than as set forth in the preceding
sentences and the Board of Directors shall have the exclusive right to remove
any such member it has selected.

      (b)   Subject to the authority of the Board of Directors and the officers
of the Corporation, the activities of the Management Executive Committee will
include, but not be limited to, such matters as facilitating the integration of
the Corporation and Mid Am and their respective operating philosophies; making
recommendations, as appropriate, with respect to the Corporation's management
structure and operations; engaging in strategic planning activities; and
reviewing recommendations of employee committees regarding employee benefits,
shareholder services and data processing operations.  The Management Executive
Committee may engage in such other activities as the Board of Directors may from
time to time prescribe.


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 36. Indemnification.

      The Corporation shall indemnify any director or officer and any former
director or officer of the Corporation and any such director or officer who is
or has served at the request of the Corporation as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (and his heirs, executors and administrators) against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he is or was
such director, officer or trustee in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by applicable law.  The
indemnification provided for herein shall not be deemed to restrict the power of
the Corporation (i) to indemnify employees, agents and others to the extent not
prohibited by law, (ii) to purchase and maintain insurance or furnish similar
protection on behalf of or for any person who is or was a director, officer or
employee of the Corporation, or any person who is or was serving at the request
of the Corporation as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, and (iii) to enter into agreements with
persons of the class identified in clause (ii) above indemnifying them against
any and all liabilities (or such lesser indemnification as may be provided in
such agreements) asserted against or incurred by them in such capacities.


                     PROVISIONS IN ARTICLES OF INCORPORATION

Section 37. Provisions in Articles of Incorporation.

      These Regulations are at all times subject to the provisions of the
Articles of Incorporation of the Corporation as the same may be in effect from
time to time, including without limitation the provisions of said Articles of
Incorporation granting the holders of "Serial Shares" the right to elect two
members of the Board of Directors during the pendency of any default in
dividends on the Serial Shares as said terms are defined in said Articles of
Incorporation.

                                LOST CERTIFICATES

Section 38. Lost Certificates.

      The directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon such terms and conditions as they may deem advisable
upon satisfactory proof of loss or destruction thereof.  When authorizing such
issue of a new certificate, the directors may, as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the directors shall require and/or to give the Corporation a suitable bond or
indemnity against loss by reason of the issuance of a new certificate.


                                   RECORD DATES

Section 39. Record Dates.

      For any lawful purpose, including, without limitation, the determination
of the shareholders who are entitled to:  (i) receive notice of or to vote at a
meeting of shareholders; (ii) receive payment of any dividend or distribution;
(iii) receive or exercise rights of purchase of or subscription for, or exchange
or conversion of, shares or other securities, subject to contract rights with
respect thereto; or (iv) participate in the execution of written consents,
waivers, or releases, the directors may fix a record date which shall not be a
date earlier than the date on which the record date is fixed and, in the cases
provided for in clauses (i), (ii) and (iii) above, shall not be more than sixty
(60) nor fewer than ten (10) days, unless the Articles of Incorporation specify
a shorter or a longer period for such purpose, preceding the date of the meeting
of the shareholders, or the date fixed for the payment of any dividend or
distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be.


                                  AMENDMENTS

Section 40. Amendments.

      (a)   These Regulations may be altered, changed or amended in any respect
or superseded by new Regulations in whole or in part, by the affirmative vote of
the holders of a majority of the Voting Shares present in person or by proxy at
an annual or special meeting called for such purpose.

      (b)   Notwithstanding the provisions of Section 40(a) hereof and
notwithstanding the fact that a lesser percentage may be specified by law or in
any agreement with any national securities exchange or any other provision of
these Regulations, the amendment, alteration, change or repeal of, or adoption
of any provisions inconsistent with, Sections 7, 9 or 10 of these Regulations
shall require the affirmative vote of at least seventy-five (75) percent of the
Voting Shares, present in person or by proxy, at any annual meeting or special
meeting duly called for the purpose of acting on any such amendment, alteration,
change, repeal or adoption, unless such amendment, alteration, change, repeal or
adoption has been recommended by at least two-thirds of the Board of Directors
of the Corporation then in office, in which event the provisions of Section
40(a) hereof shall apply.