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                                    BY-LAWS

                                       OF

                     FIRST ENTERPRISE FINANCIAL GROUP, INC.

                             (FORMERLY FEFG, INC.)

                                   ARTICLE I

                                    OFFICES

         The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose business office is identical
with such registered office, and may have other offices within or without the
state.

                                  ARTICLE II*

                                  SHAREHOLDERS

         SECTION 1.  ANNUAL MEETING.  An annual meeting of the shareholders
shall be held on the third Tuesday in May of each year commencing in 1997, or
at such time as the board of directors may designate for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting.  If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.

         SECTION 2.  SPECIAL MEETINGS.  Special meetings of the shareholders
may be called either by the president, by the board of directors or by the
holders of not less than one-fifth of all the outstanding shares of the
corporation entitled to vote, for the purpose or purposes stated in the call of
the meeting.

         SECTION 3.  PLACE OF MEETING.  The board of directors may designate
any place, as the place of meeting for any annual meeting or for any special
meeting called by the board of directors.  If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be at the
offices of the corporation.

         SECTION 4.  NOTICE OF MEETINGS.  Written notice stating the place,
date, and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than 10 nor more than 60 days before the date of





__________________________________

     *   As amended by Joint Unanimous Consent of Shareholders and Directors as
of May 1, 1996.
<PAGE>   2
the meeting, or in the case of a merger, consolidation, share   exchange,
dissolution or sale, lease or exchange of assets not less than 20 nor more than
60 days before the date of the meeting, either personally or by mail, by or at
the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his or her address as
it appears on the records of the corporation, with postage thereon prepaid. 
When a meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.

         SECTION 5.  FIXING OF RECORD DATE.  For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper purpose, the board of
directors of the corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than 60 days and for a meeting of shareholders, not less than 10 days, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, not less than 20 days before the date of such meeting.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the board of directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.  A determination of shareholders shall apply to
any adjournment of the meeting.

         SECTION 6.  VOTING LISTS.  The officer or agent having charge of the
transfer book for shares of the corporation shall make, within 20 days after
the record date for a meeting of shareholders or 10 days before such meeting,
whichever is earlier, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of 10 days prior to
such meeting, shall be kept on file at the registered office of the corporation
and shall be subject to inspection by any shareholder, and to copying at the
shareholder's expense, at any time during usual business hours.  Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting.  The original share ledger or transfer book, or a duplicate
thereof kept in this State, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of shareholders.

         SECTION 7.  QUORUM.  The holders of a majority of the outstanding
shares of the corporation entitled to vote on a matter, represented in person
or by proxy, shall constitute a quorum for consideration of such matter at any
meeting of shareholders, provided that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting at any time without further notice.  If a
quorum





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is present, the affirmative vote of the majority of the shares represented at
the meeting shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required by the Business Corporation Act, the
articles of incorporation or these by-laws.  At any adjourned meeting at which
a quorum shall be present, any business may be transacted which might have been
transacted at the original meeting.  Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at that meeting.

         SECTION 8.  PROXIES.  Each shareholder may appoint a proxy to vote or
otherwise act for him or her by signing an appointment form and delivering it
to the person so appointed, but no such proxy shall be valid after 11 months
from the date of its execution, unless otherwise provided in the proxy.

         SECTION 9.  VOTING OF SHARES.  Each shareholder entitled to vote in
accordance with the terms of the articles of incorporation, as amended, and in
accordance with the provisions of these by-laws shall be entitled to one vote,
in person or by proxy as provided in SECTION 8 hereof, for each share of stock
entitled to vote held by such shareholder.

         SECTION 10.  VOTING OF SHARES BY CERTAIN HOLDERS.  Shares held by the
corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares entitled to vote at any
given time.

         Shares registered in the name of another corporation, domestic or
foreign, may be voted by any officer, agent, proxy or other legal
representative authorized to vote such shares under the law of incorporation of
such corporation.

         Shares registered in the name of a deceased person, a minor ward or a
person under legal disability, may be voted by his or her administrator,
executor or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor or court
appointed guardian.  Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.

         Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority to
do so is contained in an appropriate order of the court by which such receiver
was appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Any number of shareholders may create a voting trust for the purpose
of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to





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exceed 10 years, by entering into a written voting trust agreement specifying
the terms and conditions of the voting trust, and by transferring their shares
to such trustee or trustees for the purpose of the agreement.  Any such trust
agreement shall not become effective until a counterpart of the agreement is
deposited with the corporation at its registered office.  The counterpart of
the voting trust agreement so deposited with the corporation shall be subject
to the same right of examination by a shareholder of the corporation, in person
or by agent or attorney, as are the books and records of the corporation, and
shall be subject to examination by any holder of a beneficial interest in the
voting trust, either in person or by agent or attorney, at any reasonable time
for any proper purpose.

         Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but
shares of its own stock held by it in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.

         SECTION 11.  INSPECTORS.  At any meeting of shareholders, the
presiding officer may, or upon the request of any shareholder, shall appoint
one or more persons as inspectors for such meeting.

         Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.

         Each report of an inspector shall be in writing and signed by him or
her or by a majority of them if there be more than one inspector acting at such
meeting.  If there is more than one inspector, the report of a majority shall
be the report of the inspectors.  The report of the inspector or inspectors on
the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

         SECTION 12.  INFORMAL ACTION BY SHAREHOLDERS.  Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting and
without a vote, if a consent in writing, setting forth the action so taken
shall be signed (a) if 5 days prior notice of the proposed action is given in
writing to all of the shareholders entitled to vote with respect to the subject
matter hereof, by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voting or (b) by all of the shareholders entitled to vote with respect to
the subject matter thereof.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given in writing to those
shareholders who have not





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consented in writing.  In the event that the action which is consented to is
such as would have required the filing of a certificate under any section of
the Business Corporation Act if such action had been voted on by the
shareholders at a meeting thereof, the certificate filed under such section
shall state, in lieu of any statement required by such section concerning any
vote of shareholders, that written consent has been given in accordance with
the provisions of SECTION 7.10 of the Business Corporation Act and that written
notice has been given as provided in such SECTION 7.10.

         SECTION 13.  VOTING BY BALLOT.  Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

                                  ARTICLE III

                                   DIRECTORS

         SECTION 1.  GENERAL POWERS.  The business of the corporation shall be
managed by or under the direction of its board of directors.  A majority of the
board of directors may establish reasonable compensation for their services and
the services of other officers, irrespective of any personal interest.

         SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS.  The number of
directors of the corporation shall be seven (7)*.  Each director shall hold
office until the next annual meeting of shareholders; or until his successor
shall have been elected and qualified.  Directors need not be residents of
Illinois or shareholders of the corporation.  The number of directors may be
increased or decreased from time to time by the amendment of this section.  No
decrease shall have the effect of shortening the term of any incumbent
director.

         SECTION 3.  REGULAR MEETINGS.  A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately
after the annual meeting of shareholders.  The board of directors may provide,
by resolution, the time and place for holding of additional regular meetings
without other notice than such resolution.

         SECTION 4.  SPECIAL MEETINGS.  Special meetings of the board of
directors may be called by or at the request of the president or any two
directors.  The person or persons authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by them.

         SECTION 5.  NOTICE.  Notice of any special meeting shall be given at
least two (2) days previous thereto by written notice to each director at his
business address.  If mailed, such





__________________________________

     *   As amended by Unanimous Written Consent of the Directors as of July
29, 1996.

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notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid.  If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegram company.  The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.  Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.

         SECTION 6.  QUORUM.  A majority of the number of directors fixed by
these by-laws shall constitute a quorum for transaction of business at any
meeting of the board of directors, provided that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting at any time without further notice.

         SECTION 7.  MANNER OF ACTING.  The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number is required by
statute, these by-laws, or the articles of incorporation.

         SECTION 8.  VACANCIES.  Any vacancy on the board of directors may be
filled by election at the next annual or special meeting of shareholders.  A
majority of the board of directors may fill any vacancy prior to such annual or
special meeting of shareholders.

         SECTION 9.  RESIGNATION AND REMOVAL OF DIRECTORS.  A director may
resign at any time upon written notice to the board of directors.  A director
may be removed with or without cause, by a majority of shareholders if the
notice of the meeting names the director or directors to be removed at said
meeting.

         SECTION 10.  INFORMAL ACTION BY DIRECTORS.  The authority of the board
of directors may be exercised without a meeting if a consent in writing,
setting forth the action taken, is signed by all of the directors entitled to
vote.

         SECTION 11.  COMPENSATION.  The board of directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to establish
reasonable compensation of all directors for services to the corporation as
directors, officers or otherwise notwithstanding any director conflict of
interest.  By resolution of the board of directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the board.  No such
payment previously mentioned in this section shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

         SECTION 12.  PRESUMPTION OF ASSENT.  A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken





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shall be conclusively presumed to have assented to the action taken unless his
or her dissent shall be entered in the minutes of the meeting or unless he or
she shall file his or her written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered or certified mail to the secretary of the
corporation immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

         SECTION 13.  COMMITTEES.  A majority of the board of directors may
create one or more committees of two or more members to exercise appropriate
authority of the board of directors.  A majority of such committee shall
constitute a quorum for transaction of business.  A committee may transact
business without a meeting by unanimous written consent.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1.  NUMBER. The officers of the corporation shall be a
Chairman of the Board, a President, a Treasurer, and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold office until
their successors are elected and qualified.  In addition, the board of
Directors may elect one or more Vice-Presidents and such Assistant Secretaries
and Assistant Treasurers as they may deem proper.  None of the officers (other
than the Chairman of the Board) of the corporation need be  directors.  The
officers shall be elected at the first meeting of the Board of Directors after
each annual meeting.  More than two offices may be held by the same person.

         SECTION 2.  ELECTION AND TERM OF OFFICE.  The officers of the
corporation shall be elected annually by the board of directors at the first
annual meeting of shareholders.  If the election of officers shall not be held
at such meeting, such election shall be held as soon thereafter as conveniently
may be.  Vacancies may be filled or new offices created and filled at any
meeting of the board of directors.  Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.  Election of an officer shall not of itself create
contract rights.

         SECTION 3.  REMOVAL.  Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

         SECTION 4.  CHAIRMAN.  The Chairman of the Board shall be the
executive officer of the corporation and, subject to the direction of the Board
of Directors, shall formulate policies with respect to the affairs if the
corporation, and shall have general powers of supervision and





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management.  He shall preside at all meetings of directors and shareholders of
the corporation and may call meetings of the Board of Directors.  The Chairman
of the Board shall also perform such other duties as may be assigned to him by
the Board of Directors.

         SECTION 5.  PRESIDENT.  The President shall be the chief operating
officer of the corporation and, subject to the direction of the Chairman, shall
supervise and direct and be responsible for the direction of the ongoing
business of the corporation.  In the absence of the Chairman of the Board of
Directors, the President shall preside at meetings of the stockholders and the
Board of Directors.  Except as the Board of Directors shall authorize the
execution thereof in some other manner, the President shall be authorized to
execute bonds, mortgages and other contracts on behalf of the corporation to
cause the corporation's seal to be affixed to any instrument requiring such
seal, and when so affixed such seal shall be attested by the signatures of the
Secretary or Assistant Secretary.

         SECTION 6.  THE VICE-PRESIDENTS.  The Vice-presidents (or in the event
there be more than one vice-president, each of the vice-presidents) shall
assist the president in the discharge of his duties as the president may direct
and shall perform such other duties as from time to time may be assigned to him
by the president or by the board of directors.  In the absence of the president
or in the event of his inability or refusal to act, the vice-president (or in
the event there be more than one vice-president, the vice-presidents in the
order designated by the board of directors, or by the president if the board of
directors has not made such a designation, or in the absence of such
designation, then in the order of seniority as vice-president) shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president.  Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors or these by-laws, the
vice-president ( or each of them if there are more than one) may execute for
the corporation certificates for its shares and any contracts, deeds,
mortgages,  bonds or other instruments which the board of directors has
authorized to be executed, and he may accomplish such execution either under or
without the seal of the corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized
by the board of directors, according to the requirements of the form of the
instrument.

         SECTION 7.  THE TREASURER.  The treasurer shall be the principal
accounting and financial officer of the corporation.  He shall : (a) have
charge of and be responsible for the maintenance of adequate books of account
for the corporation; (b) have charge and custody of all funds and securities of
the corporation, and be responsible therefor and for the receipt and
disbursement thereof; and (c) perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the president or by the board of directors.  If required by the board of
directors, the treasurer shall give a bond for the faithful





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discharge of his duties in such sum and with such surety or sureties as the
board of directors may determine.

         SECTION 8.  THE SECRETARY.  The secretary shall: (a) record the
minutes of the shareholders' and of the board of directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these by-laws or as required by law; (c)
be custodian of the corporate records and of the seal of the corporation; (d)
keep a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed
by the board of directors or these by-laws; (f) have general charge of the
stock transfer books of the corporation; (g) perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
to him by the president or by the board of directors.

         SECTION 9.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or
by the president or the board of directors.  The assistant secretaries may sign
with the president, or a vice-president, or any other officer thereunto
authorized by the board of directors, certificates for shares of the
corporation, the issue of which shall have been authorized by the board of
directors, and any contracts, deeds, mortgages, bonds, or other instruments
which the board of directors has authorized to be executed, according to the
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the board of directors or these by-laws.
The assistant treasurers shall respectively, if required by the board of
directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine.

         SECTION 10.  SALARIES.  The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.

                                   ARTICLE V

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 1.  CONTRACTS.  The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the





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name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.

         SECTION 2.  LOANS.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors.

         SECTION 3.  CHECKS, DRAFTS, ETC.  All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness if issued in
the name of the corporation, shall be signed by such officer or officers, agent
or agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.

         SECTION 4.  DEPOSITS.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors
may select.

                                   ARTICLE VI

                           SHARES AND THEIR TRANSFER

         SECTION 1.  SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED
SHARES.  Shares either shall be represented by certificates or shall be
uncertificated shares.

         Certificates representing shares of the corporation shall be signed by
the appropriate officers and may be sealed with the seal or a facsimile of the
seal of the corporation.  If a certificate is countersigned by a transfer agent
or registrar, other than the corporation or its employee, any other signatures
may be facsimile.  Each certificate representing shares shall be consecutively
numbered or otherwise identified, and shall also state the name of the person
to whom issued, the number and class of shares (with designation of series, if
any), the date of issue, and that the corporation is organized under Illinois
law.  If the corporation is authorized to issue shares of more than one class
or of series within a class, the certificate shall also contain such
information or statement as may be required by law.

         Unless prohibited by the articles of incorporation, the board of
directors may provide by resolution that some or all of any class or series of
shares shall be uncertificated shares.  Any such resolution shall not apply to
shares represented by a certificate until the certificate has been surrendered
to the corporation.  Within a reasonable time after the issuance or transfer of
uncertificated shares, the corporation shall send the registered owner thereof
a written notice of all information that would appear on a certificate.  Except
as otherwise expressly provided by law, the rights and obligations of the
holders of uncertificated shares shall be identical to those of the holders of
certificates representing shares of the same class and series.





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         The name and address of each shareholder, the number and class of
shares held and the date on which the shares were issued shall be entered on
the books of the corporation.  The person in whose name shares stand on the
books of the corporation shall be deemed the owner thereof for all purposes as
regards the corporation.

         SECTION 2.  LOST CERTIFICATES.  If a certificate representing shares
has allegedly been lost or destroyed the board of directors may in its
discretion, except as may be required by law, direct that a new certificate be
issued upon such indemnification and other reasonable requirements as it may
impose.

         SECTION 3.  TRANSFERS OF SHARES.  Transfer of shares of the
corporation shall be recorded on the books of the corporation.  Transfer of
shares represented by a certificate, except in the case of a lost or destroyed
certificate, shall be made on surrender for cancellation of the certificate for
such shares.  A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective.  Transfer of an uncertificated share shall
be made on receipt by the corporation of an instruction from the registered
owner or other appropriate person.  The instruction shall be in writing or a
communication in such form as may be agreed upon in writing by the corporation.

                                  ARTICLE VII

                                  FISCAL YEAR

         The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

                                  ARTICLE VIII

                                 DISTRIBUTIONS

         The board of directors may authorize, and the corporation may make,
distributions to its shareholders, subject to any restrictions in its articles
of incorporation or provided by law.

                                   ARTICLE IX

                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Illinois."  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced, provided that the affixing of the corporate seal to an
instrument shall not give the instrument additional force or effect, or change
the construction thereof, and the use of the corporate seal is not mandatory.





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                                   ARTICLE X

                                WAIVER OF NOTICE

         Whenever any notice is required to be given under the provisions of
these by-laws or under the provisions of the articles of incorporation or under
the provisions of The Business Corporation Act of the State of Illinois, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.  Attendance at any meeting shall
constitute waiver of notice thereof unless the person at the meeting objects to
the holding of the meeting because proper notice was not given.


                                   ARTICLE XI

                          INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS

         SECTION 1.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against 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 if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  The termination
of any action, suit or proceeding by judgment or settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, or with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

         SECTION 2.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of





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such action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, provided that no indemnification shall be made with respect to any
claim, issue or matter as to which such person has been adjudged to have been
liable to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly  and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

         SECTION 3.  To the extent that a director, officer, employee or agent
of a corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in sections 1 and 2, or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         SECTION 4.  Any indemnification under sections 1 and 2 shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in sections 1 and 2.  Such determination shall be made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.

         SECTION 5.  Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation as authorized in this article.

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

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





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         SECTION 8.  If the corporation has paid indemnity or had advanced
expenses to a director, officer, employee or agent, the corporation shall
report the indemnification or advance in writing to the shareholders with or
before the notice of the next shareholders' meeting.

         SECTION 9.  For purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having  merged with a merging
corporation) absorbed in a merger which otherwise would have lawfully been
entitled to indemnify its directors, officers, and employees or agents.

         SECTION 10.  For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise tax assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries.  A person who acted in good faith in a manner he
or she reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referenced in
this Article.

         SECTION 11.  The indemnification and advancement of expenses provided
by or granted under this Article shall, unless otherwise provided when
authorized or ratified, 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 XII

                                   AMENDMENTS

         Unless the power to make, alter, amend or repeal the by-laws is
reserved to the shareholders by the articles of incorporation, the by-laws of
the corporation may be made, altered, amended or repealed by the shareholders
or the board of directors, but no by-law adopted by the shareholders may be
altered, amended or repealed by the board of directors if the by-laws so
provide.  The by-laws may contain any provisions for the regulation and
management of the affairs of the corporation not inconsistent with the law or
the articles of incorporation.





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<PAGE>   15
                                  ARTICLE XIII

                 REPAYMENT OF SALARY AND EXPENSE REIMBURSEMENTS

         Any payments made to an officer, director, employee, or other agent of
the corporation in the nature of salary, wages, other compensation or expense
reimbursements which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service in any judicial or administrative
proceeding, shall be repaid by such officer, director, employee, or other agent
of the corporation to the full extent of such disallowance.  In lieu of payment
by such person or persons, subject to the determination of the Board of
Directors, proportionate amounts may be withheld from his or their future
compensation payments until the amount so owed to the corporation has been
recovered.





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