<PAGE>





                                                                    Exhibit 3(b)








                                       BY-LAWS


                                          OF


                        THE PEOPLES GAS LIGHT AND COKE COMPANY

























                                                          AMENDED AUGUST 7, 1996


<PAGE>


                        THE PEOPLES GAS LIGHT AND COKE COMPANY


                                       BY-LAWS




ARTICLE I               -              OFFICES


ARTICLE II              -              MEETINGS OF SHAREHOLDERS


ARTICLE III             -              DIRECTORS AND COMMITTEES

ARTICLE IV              -              OFFICERS

ARTICLE V               -              INDEMNIFICATION OF DIRECTORS,
                                         OFFICERS, EMPLOYEES AND AGENTS

ARTICLE VI              -              CERTIFICATES OF STOCK AND THEIR
                                         TRANSFER

ARTICLE VII             -              MISCELLANEOUS (CONTRACTS)

ARTICLE VIII            -              AMENDMENT OR REPEAL OF BY-LAWS


<PAGE>

                        THE PEOPLES GAS LIGHT AND COKE COMPANY
                        --------------------------------------


                                        INDEX
                                        -----
                                                                            PAGE
                                                                            ----
                                          A

Amendment of By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
Appointment of Officers. . . . . . . . . . . . . . . . . . . . . . . . . .    7
Assistant Controller, Duties of. . . . . . . . . . . . . . . . . . . . . .   10
Assistant General Counsel, Duties of . . . . . . . . . . . . . . . . . . .   10
Assistant Secretary, Duties of . . . . . . . . . . . . . . . . . . . . . .   10
Assistant Treasurer, Duties of . . . . . . . . . . . . . . . . . . . . . .   10
Assistant Vice President, Duties of. . . . . . . . . . . . . . . . . . . .    9

                                          B

Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4

                                          C

Certificates of Stock and Their Transfer . . . . . . . . . . . . . . . . .   12
Chairman of the Board, Duties of . . . . . . . . . . . . . . . . . . . . .    8
Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
Controller, Duties of. . . . . . . . . . . . . . . . . . . . . . . . . . .   10
Contracts, Execution of. . . . . . . . . . . . . . . . . . . . . . . . . .   14

                                          D

Directors and Committees . . . . . . . . . . . . . . . . . . . . . . . . .    4

                                          E

Election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . .    4
Election of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . .    7

                                          F

Fees and Compensation of Directors . . . . . . . . . . . . . . . . . . . .    6

                                          G

General Counsel, Duties of . . . . . . . . . . . . . . . . . . . . . . . .   10



<PAGE>

                        THE PEOPLES GAS LIGHT AND COKE COMPANY
                        --------------------------------------


                                                                            PAGE
                                                                            ----
                                          I

Indemnification of Directors, Officers, Employees
  and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11

                                          M

Meetings
  Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
  Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . .    6
  Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

                                          N

Notice of Meetings
  Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
  Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2

                                          O

Officers
  Appointed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
  Elected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
Offices, Two or More Held By One Person. . . . . . . . . . . . . . . . . .    7

                                          P

President, Duties of . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
Presiding Officer
  Board Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
  Shareholder Meetings . . . . . . . . . . . . . . . . . . . . . . . . . .    4
Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3

                                          Q

Quorum
  Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
  Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2


<PAGE>

                        THE PEOPLES GAS LIGHT AND COKE COMPANY
                        --------------------------------------


                                                                            PAGE
                                                                            ----

                                          S

Secretary, Duties of . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
Signatures to Checks, Drafts, etc. . . . . . . . . . . . . . . . . . . . .   15
Stock, Certificates of and their Transfer. . . . . . . . . . . . . . . . .   12

                                          T

Treasurer, Duties of . . . . . . . . . . . . . . . . . . . . . . . . . . .    9

                                          V

Vice President, Duties of. . . . . . . . . . . . . . . . . . . . . . . . .    9
Voting
  Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
  Stock Owned by Company . . . . . . . . . . . . . . . . . . . . . . . . .   15


<PAGE>

                                       BY-LAWS

                                          OF

                        THE PEOPLES GAS LIGHT AND COKE COMPANY


                                      ARTICLE I

                                       OFFICES

     SECTION 1.1.   PRINCIPAL OFFICE.  The principal office of the Company shall
be in the City of Chicago, County of Cook and State of Illinois.

     SECTION 1.2.   OTHER OFFICES.  The Company 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 Company may
require.


                                      ARTICLE II

                               MEETINGS OF SHAREHOLDERS

     SECTION 2.1.   ANNUAL MEETING.  The annual meeting of the shareholders
shall be held on the last Thursday of the month of March in each year, if not a
legal holiday, or, if a legal holiday, then on the next preceding business day,
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting.  If the election of directors shall not
be held on the day herein designated for the annual meeting, or at any
adjournment thereof, the Board of Directors shall cause such election to be held
at a special meeting of the shareholders as soon thereafter as convenient.

     SECTION 2.2.   SPECIAL MEETINGS.  Except as otherwise prescribed by
statute, special meetings of the shareholders for any purpose or purposes, may
be


<PAGE>

                                        - 2 -


called by the Chairman of the Board, the President, a majority of the Board of
Directors or shareholders owning capital stock of the Company having not less
than 20% of the total voting power.  Such request shall state the purpose or
purposes of the proposed meeting.

     SECTION 2.3.   PLACE OF MEETINGS.  Each meeting of the shareholders for the
election of directors shall be held at the principal office of the Company in
the City of Chicago, Illinois, unless the Board of Directors shall by resolution
designate another place as the place of such meeting.  Meetings of shareholders
for any other purpose may be held at such place, and at such time as shall be
determined by the Chairman of the Board, or the President, or in their absence,
by the Secretary, and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     SECTION 2.4.   NOTICE OF MEETINGS.  Written or printed notice stating the
place, date and hour of each annual or special meeting of the shareholders, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given not less than 10 or more than 60 days before the date
of the meeting, except as otherwise provided by statute.  Notice of any meeting
of the shareholders may be waived by any shareholder.

     SECTION 2.5.   QUORUM.  The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite for, and shall constitute, a quorum at all meetings of
the shareholders of the Company for the transaction of business, except as
otherwise provided by statute or these by-laws.  If a quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present


<PAGE>

                                        - 3 -


in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting if the
adjournment is for thirty days or less or unless after the adjournment a new
record date is fixed, 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 meeting as
originally noticed.

     SECTION 2.6.   PROXIES.  At every meeting of the shareholders, each
shareholder having the right to vote thereat shall be entitled to vote in person
or by proxy.  Such proxy shall be appointed by an instrument in writing
subscribed by such shareholder and bearing a date not more than eleven months
prior to such meeting, unless such proxy provides for a longer period, and shall
be filed with the Secretary of the Company before, or at the time of, the
meeting.

     SECTION 2.7.   VOTING.  At each meeting of the shareholders, each
shareholder shall be entitled to one vote for each share of stock entitled to
vote thereat which is registered in the name of such shareholder on the books of
the Company.  At all elections of directors of the Company, the holders of
shares of stock of the Company shall be entitled to cumulative voting.  When a
quorum is present at any meeting of the shareholders, the vote of the holders of
a majority of the shares present in person or represented by proxy and entitled
to vote at the meeting shall be sufficient for the transaction of any business,
unless otherwise provided by statute or these by-laws.


<PAGE>

                                        - 4 -


     SECTION 2.8.   PRESIDING OFFICER. The presiding officer of any meeting of
the shareholders shall be the Chairman of the Board or, in the case of the
absence of the Chairman of the Board, the President.


                                     ARTICLE III

                               DIRECTORS AND COMMITTEES

     SECTION 3.1.   NUMBER AND ELECTION.  The business and affairs of the
Company shall be managed and controlled by a board of directors, five (5) in
number, each of which shall be a shareholder.  The directors shall be elected by
the shareholders entitled to vote at the annual meeting of such shareholders and
each director shall be elected to serve for a term of one (1) year and
thereafter until his successor shall be elected and shall qualify.  The Board of
Directors may fill one or more vacancies arising between meetings of
shareholders by reason of an increase in the number of directors or otherwise.

     SECTION 3.2.   REGULAR MEETINGS.  A regular meeting of the Board of
Directors shall be held immediately, or as soon as practicable, after the annual
meeting of the shareholders in each year for the purpose of electing officers
and for the transaction of such other business as may be deemed necessary, and
regular meetings of the Board shall be held at such date and time and at such
place as the Board of Directors may from time to time determine.  Not less than
two days' notice of all regular meetings of the Board, except the meeting to be
held after the annual meeting of shareholders which shall be held without other
notice than this by-law, shall be given to each director personally or by mail
or telegram.


<PAGE>

                                        - 5 -

     SECTION 3.3.   SPECIAL MEETINGS.  Special meetings of the Board may be
called at any time by the Chairman of the Board, the President, or by any two
directors, by causing the Secretary to mail to each director, not less than
three days before the time of such meeting, a written notice stating the time
and place of such meeting.  Notice of any meeting of the Board may be waived by
any director.

     SECTION 3.4.   QUORUM.  At each meeting of the Board of Directors, the
presence of not less than a majority of the total number of directors specified
in Section 3.l hereof shall be necessary and sufficient to constitute a quorum
for the transaction of business, and 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, except as may be otherwise specifically provided by statute.  If a
quorum shall not be present at any meeting of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.  In determining
the presence of a quorum at a meeting of the directors or a committee thereof
for the purpose of authorizing a contract or transaction between the Company and
one or more of its directors, or between the Company and any other corporation,
partnership, association, or other organization in which one or more of the
directors of this Company are directors or officers, or have a financial
interest in such other organization, such interested directors may be counted in
determining a quorum.

     SECTION 3.5.   PRESIDING OFFICER.  The presiding officer of any meeting of
the Board of Directors shall be the Chairman of the Board or, in his absence,
the


<PAGE>

                                        - 6 -


President or, in his absence, any other director elected chairman of the meeting
by vote of a majority of the directors present at the meeting.

     SECTION 3.6.   COMMITTEES.  The Board may appoint committees, standing or
special, from time to time from among its own members or otherwise, and may
confer such powers on such committees as the Board may determine and may revoke
such powers and terminate the existence of such committees at its pleasure.

     SECTION 3.7.   ACTION WITHOUT MEETING.  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 or of such committee, as
the case may be, consent thereto in writing and such writing or writings are
filed with the minutes of the proceedings of the Board or such committee.

     SECTION 3.8.   FEES AND COMPENSATION OF DIRECTORS.  Directors shall not
receive any stated salary for their services as such; but, by resolution of the
Board of Directors, reasonable fees, with or without expenses of attendance, may
be allowed.  Members of the Board shall be allowed their reasonable traveling
expenses when actually engaged in the business of the Company, to be audited and
allowed as in other cases of demands against the Company.  Members of standing
or special committees may be allowed fees and expenses for attending committee
meetings.  Nothing herein contained shall be construed to preclude any director
from serving the Company in any other capacity and receiving compensation
therefor.


<PAGE>

                                        - 7 -


                                      ARTICLE IV

                                       OFFICERS

     SECTION 4.1.   ELECTION OF OFFICERS.  There shall be elected by the Board
of Directors in each year the following officers:  a Chairman of the Board; a
President; such number of Senior Vice Presidents, such number of Executive Vice
Presidents, such number of Vice Presidents and such number of Assistant Vice
Presidents as the Board at the time may decide upon; a Secretary; such number of
Assistant Secretaries as the Board at the time may decide upon; a Treasurer;
such number of Assistant Treasurers as the Board at the time may decide upon; a
Controller; and such number of Assistant Controllers as the Board at the time
may decide upon; and, if the Board may decide, a General Counsel; and such
number of Deputy General Counsel and such number of Assistant General Counsel as
the Board at the time may decide upon.  Any two or more offices may be held by
one person, except that the offices of President and Secretary may not be held
by the same person.  All officers shall hold their respective offices during the
pleasure of the Board.

     SECTION 4.2.   APPOINTMENT OF OFFICERS.  The Board of Directors, the
Chairman of the Board, or the President may from time to time appoint such other
officers as may be deemed necessary, including one or more Vice Presidents, one
or more Assistant Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, one or more Assistant Controllers, one or more
Assistant General Counsel, and such other agents, employees and
attorneys-in-fact of the Company as may be deemed proper.  Such officers,
agents, employees and attorneys-in-fact shall have such authority, (which may
include the authority to


<PAGE>

                                        - 8 -


execute and deliver on behalf of the Company contracts and other instruments in
writing of any nature), perform such duties and receive such compensation as the
Board of Directors or, in the case of appointments made by the Chairman of the
Board or the President, as the Chairman of the Board or the President, may from
time to time prescribe and determine.  The Board of Directors may from time to
time authorize any officer to appoint and remove agents and employees, to
prescribe their powers and duties and to fix their compensation therefor.

     SECTION 4.3.   DUTIES OF CHAIRMAN OF THE BOARD.  The Chairman of the Board
shall be the chief executive officer of the Company and shall have control and
direction of the management and affairs of the Company and may execute all
contracts, deeds, assignments, certificates, bonds or other obligations for and
on behalf of the Company, and sign certificates of stock and records of
certificates required by law to be signed by the Chairman of the Board.  When
present, the Chairman of the Board shall preside at all meetings of the Board
and of the shareholders.

     SECTION 4.4.   DUTIES OF PRESIDENT.  Subject to the control and direction
of the Chairman of the Board, and to the control of the Board, the President
shall have general management of all the business of the Company, and he shall
have such other powers and perform such other duties as may be prescribed for
him by the Board or be delegated to him by the Chairman of the Board.  He shall
possess the same power as the Chairman of the Board to sign all certificates,
contracts and other instruments of the Company.  In case of the absence or
disability of the President, or in case of his death, resignation or removal
from office, the powers and duties of the


<PAGE>

                                        - 9 -


President shall devolve upon the Chairman of the Board during absence or
disability, or until the vacancy in the office of President shall be filled.

     SECTION 4.5.   DUTIES OF VICE PRESIDENT.  Each of the Senior Vice
Presidents, Executive Vice Presidents, Vice Presidents and Assistant Vice
Presidents shall have such powers and duties as may be prescribed for him by the
Board, or be delegated to him by the Chairman of the Board or by the President. 
Each of such officers shall possess the same power as the President to sign all
certificates, contracts and other instruments of the Company.

     SECTION 4.6.   DUTIES OF SECRETARY.  The Secretary shall have the custody
and care of the corporate seal, records and minute books of the Company.  He
shall attend the meetings of the Board, and of the shareholders, and duly record
and keep the minutes of the proceedings, and file and take charge of all papers
and documents belonging to the general files of the Company, and shall have such
other powers and duties as are commonly incident to the office of Secretary or
as may be prescribed for him by the Board, or be delegated to him by the
Chairman of the Board or by the President.

     SECTION 4.7.   DUTIES OF TREASURER.  The Treasurer shall have charge of,
and be responsible for, the collection, receipt, custody and disbursement of the
funds of the Company, and shall deposit its funds in the name of the Company in
such banks, trust companies or safety deposit vaults as the Board may direct. 
He shall have the custody of the stock record books and such other books and
papers as in the practical business operations of the Company shall naturally
belong in the office or custody of the Treasurer, or as shall be placed in his
custody by the Board, the


<PAGE>

                                        - 10 -


Chairman of the Board, the President, or any Vice President, and shall have such
other powers and duties as are commonly incident to the office of Treasurer, or
as may be prescribed for him by the Board, or be delegated to him by the
Chairman of the Board or by the President.

     SECTION 4.8.   DUTIES OF CONTROLLER.  The Controller shall have control
over all accounting records pertaining to moneys, properties, materials and
supplies of the Company.  He shall have charge of the bookkeeping and accounting
records and functions, the related accounting information systems and reports
and executive supervision of the system of internal accounting controls, and
such other powers and duties as are commonly incident to the office of
Controller or as may be prescribed by the Board, or be delegated to him by the
Chairman of the Board or by the President.

     SECTION 4.9.   DUTIES OF GENERAL COUNSEL.  The General Counsel shall have
full responsibility for all legal advice, counsel and services for the Company
and its subsidiaries including employment and retaining of attorneys and law
firms as shall in his discretion be necessary or desirable and shall have such
other powers and shall perform such other duties as from time to time may be
assigned to him by the Board, the Chairman of the Board or the President.

     SECTION 4.10.  DUTIES OF ASSISTANT SECRETARY, ASSISTANT TREASURER,
ASSISTANT CONTROLLER AND ASSISTANT GENERAL COUNSEL.  The Assistant Secretary,
Assistant Treasurer, Assistant Controller and Assistant General Counsel shall
assist the Secretary, Treasurer, Controller and General Counsel, respectively,
in the performance of the duties assigned to each and shall for such purpose
have the same powers as his principal.  He shall also have such other powers and
duties as may be


<PAGE>

                                        - 11 -


prescribed for him by the Board, or be delegated to him by the Chairman of the
Board or by the President.


                                      ARTICLE V

             INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     SECTION 5.1.   INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.  The
Company shall indemnify, to the fullest extent permitted under the laws of the
State of Illinois and any other applicable laws, as they now exist or as they
may be amended in the future, 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,
without limitation, an action by or in the right of the Company), by reason of
the fact that he or she is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.

     SECTION 5.2.   ADVANCEMENT OF EXPENSES TO DIRECTORS, OFFICERS AND
EMPLOYEES.  Expenses incurred by such a director, officer or employee in
defending a civil or criminal action, suit or proceeding shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding
to the fullest extent permitted under the laws of the State of Illinois and any
other applicable laws, as they now exist or as they may be amended in the
future.


<PAGE>

                                        - 12 -


     SECTION 5.3.   INDEMNIFICATION AND ADVANCEMENT OF EXPENSES TO AGENTS.  The
board of directors may, by resolution, extend the provisions of this Article V
regarding indemnification and the advancement of expenses to 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 by reason of the fact he or she is or was
an agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise.

     SECTION 5.4.   RIGHTS NOT EXCLUSIVE.  The rights provided by or granted
under this Article V are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled.

     SECTION 5.5.   CONTINUING RIGHTS.  The indemnification and advancement of
expenses provided by or granted under this Article V shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of that person.


                                      ARTICLE VI

                       CERTIFICATES OF STOCK AND THEIR TRANSFER

     SECTION 6.1.   CERTIFICATES OF STOCK.  The certificates of stock of the
Company shall be in such form as may be determined by the Board of Directors,
shall be numbered and shall be entered in the books of the Company as they are
issued.  They shall exhibit the holder's name and number of shares and shall be
signed by the Chairman of the Board, the President or a Vice President and also
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary and shall bear the


<PAGE>

                                        - 13 -


corporate seal or a facsimile thereof.  If a certificate is countersigned by a
transfer agent or registrar, other than the Company itself or its employee, any
other signature or countersignature on the certificate may be facsimiles.  In
case any officer of the Company, or any officer or employee of the transfer
agent or registrar, who has signed or whose facsimile signature has been placed
upon such certificate ceases to be an officer of the Company, or an officer or
employee of the transfer agent or registrar, before such certificate is issued,
said certificate may be issued with the same effect as if the officer of the
Company, or the officer or employee of the transfer agent or registrar, had not
ceased to be such at the date of issue.

     SECTION 6.2.   TRANSFER OF STOCK.  Upon surrender to the Company of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and upon payment of applicable
taxes with respect to such transfer, it shall be the duty of the Company,
subject to such rules and regulations as the Board of Directors may from time to
time deem advisable concerning the transfer and registration of certificates for
shares of stock of the Company, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.

     SECTION 6.3.   SHAREHOLDERS OF RECORD.  The Company shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by statute.


<PAGE>

                                        - 14 -


     SECTION 6.4.   LOST, DESTROYED OR STOLEN CERTIFICATES.  The Board of
Directors, in individual cases or by general resolution, may direct a new
certificate or certificates to be issued by the Company as a replacement for a
certificate or certificates for a like number of shares alleged to have been
lost, destroyed or stolen, upon the making of an affidavit of that fact by the
person claiming the certificate or certificates of stock to be lost, destroyed
or stolen.  When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, destroyed or stolen
certificate or certificates, or his legal representative, to give the Company a
bond in such form and amount as it may direct as indemnity against any claim
that may be made against the Company with respect to the certificate or
certificates alleged to have been lost, destroyed or stolen.


                                     ARTICLE VII

                                    MISCELLANEOUS

     SECTION 7.1.   CONTRACTS AND OTHER INSTRUMENTS.  All contracts or
obligations of the Company shall be in writing and shall be signed either by the
Chairman of the Board, the President, any Executive Vice President, any Vice
President, the Treasurer, or any other officer of the Company, agent, employee
or attorney-in-fact as may be designated by the Board, the Chairman of the Board
or the President pursuant to specific authorizations and, the seal of the
Company may be attached thereto, duly attested by the Secretary or an Assistant
Secretary, except contracts entered into in the ordinary course of business
where the amount involved is less than Five Hundred Thousand Dollars ($500,000),
and except contracts for the


<PAGE>

                                        - 15 -


employment of servants or agents, which contracts so excepted may be entered
into by the Chairman of the Board, the President, any Executive Vice President,
any Vice President, the Treasurer, or by such officers, agents, employees or
attorneys-in-fact as the Chairman of the Board or the President may designate
and authorize.  Unless the Board shall otherwise determine and direct, all
checks or drafts and all promissory notes shall be signed by two officers of the
Company.  When prescribed by the Board, bonds, promissory notes, and other
obligations of the Company may bear the facsimile signature of the officer who
is authorized to sign such instruments and, likewise, may bear the facsimile
signature of the Secretary or an Assistant Secretary.

     SECTION 7.2.   VOTING STOCK OWNED BY COMPANY.  Any or all shares of stock
owned by the Company in any other corporation, and any or all voting trust
certificates owned by the Company calling for or representing shares of stock of
any other corporation, may be voted by the Chairman of the Board, the President,
any Vice President, the Secretary or the Treasurer, either in person or by
written proxy given to any person in the name of the Company at any meeting of
the shareholders of such corporation, or at any meeting of voting trust
certificate holders, upon any question that may be presented at any such
meeting.  Any such officer, or anyone so representing him by written proxy, may
on behalf of the Company waive any notice of any such meeting required by any
statute or by-law and consent to the holding of such meeting without notice.


<PAGE>

                                        - 16 -


                                     ARTICLE VIII

                            AMENDMENT OR REPEAL OF BY-LAWS

     These by-laws may be added to, amended or repealed at any regular or
special meeting of the Board by a vote of a majority of the membership of the
Board.