MID-CENTRAL FINANCIAL CORPORATION
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN

                                Table of Contents

                                                                            Page


SECTION 1.
        General Purpose of Plan; Definitions................................ 1

SECTION 2.
        Administration...................................................... 3

SECTION 3.
        Stock Subject to Plan............................................... 4

SECTION 4.
        Eligibility......................................................... 4

SECTION 5.
        Stock Options....................................................... 4

SECTION 6.
        Transfer, Leave of Absence, Etc..................................... 8

SECTION 7.
        Amendments and Termination.......................................... 8

SECTION 8.
        Unfunded Status of Plan............................................. 9

SECTION 9.
        General Provisions.................................................. 9

SECTION 10.
        Effective Date of Plan..............................................10

                        MID-CENTRAL FINANCIAL CORPORATION
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN


        SECTION 1. General Purpose of Plan; Definitions

        The name of this plan is the Mid-Central Financial Corporation Amended
and Restated 1994 Stock Option Plan (the "Plan"). The purpose of the Plan is to
enable Mid-Central Financial Corporation (the "Company") and its Subsidiaries to
retain and attract executives, other key employees and non-employee directors
who contribute to the Company's success by their ability, ingenuity and
industry, and to enable such individuals to participate in the long-term success
and growth of the Company by giving them a proprietary interest in the Company.

        For purposes of the Plan, the following terms shall be defined as set
forth below:

        (a)    "Board" means the Board of Directors of the Company as it may be
               comprised from time to time.

        (b)    "Cause" means a felony conviction of a participant or the failure
               of a participant to contest prosecution for a felony, or a
               participant's willful misconduct or dishonesty, any of which is
               directly and materially harmful to the business or reputation of
               the Company.

        (c)    "Code" means the Internal Revenue Code of 1986, as amended.

        (d)    "Committee" means the Committee referred to in Section 2 of the
               Plan. If at any time no Committee shall be in office, then the
               functions of the Committee specified in the Plan shall be
               exercised by the Board, unless the Plan specifically states
               otherwise.

        (e)    "Company" means Mid-Central Financial Corporation, a corporation
               organized under the laws of the State of Minnesota (or any
               successor corporation).

        (f)     "Disability" means permanent and total disability as determined
                by the Committee.

        (g)    "Early Retirement" means retirement, with consent of the
               Committee at the time of retirement, from active employment with
               the Company and any Subsidiary or Parent Corporation of the
               Company.

        (h)    "Fair Market Value" of Stock on any given date shall be
               determined by the Committee as follows: (a) if the Stock is
               listed for trading on one of more national securities exchanges,
               or is traded on the Nasdaq Stock Market, the last reported sales
               price on the principal such exchange or the Nasdaq Stock Market
               on the date in question, or if such Stock shall not have been
               traded on such principal exchange on such date, the last
               reported sales price on such principal exchange or the Nasdaq
               Stock Market on the first day prior thereto on which such Stock
               was so traded; or (b) if the Stock is not listed for trading on
               a national securities exchange or the Nasdaq Stock Market, but
               is traded in the over-the-counter market, including the Nasdaq
               Small Cap Market, the closing bid price for such Stock on the
               date in question, or if there is no such bid price for such
               Stock on such date, the closing bid price for such Stock on such
               date, the closing bid price on the first day prior thereto on
               which such price existed; or (c) if neither (a) nor (b) is
               applicable, by any means fair and reasonable by the Committee,
               which determination shall be final and binding on all parties.

        (i)    "Incentive Stock Option" means any Stock Option intended to be
               and designated as an "Incentive Stock Option" within the meaning
               of Section 422 of the Code.

        (j)    "Non-Employee Director" means a "Non-Employee Director" within
               the meaning of Rule 16b-3(b)(3) under the Securities Exchange Act
               of 1934.

        (k)    "Non-Qualified Stock Option" means any Stock Option that is not
               an Incentive Stock Option, and is intended to be and is
               designated as a "Non-Qualified Stock Option."

        (l)    "Normal Retirement" means retirement from active employment with
               the Company and any Subsidiary or Parent Corporation of the
               Company on or after age 65.

        (m)    "Parent Corporation" means any corporation (other than the
               Company) in an unbroken chain of corporations ending with the
               Company if each of the corporations (other than the Company) owns
               stock possessing 50% or more of the total combined voting power
               of all classes of stock in one of the other corporations in the
               chain.

        (n)    "Retirement" means Normal Retirement or Early Retirement.

        (o)    "Stock" means the Common Stock, $.10 par value per share, of the
               Company.

        (p)    "Stock Option" means any option to purchase shares of Stock
               granted pursuant to Section 5 below.

        (q)    "Subsidiary" means any corporation (other than the Company) in an
               unbroken chain of corporations beginning with the Company if each
               of the corporations (other than the last corporation in the
               unbroken chain) owns stock possessing 50% or more of the total
               combined voting power of all classes of stock in one of the other
               corporations in the chain.

        SECTION 2. Administration

        The Plan shall be administered by the Board of Directors or by a
Committee appointed by the Board of Directors of the Company consisting of at
least two Directors, all of whom shall be Non-Employee Directors, who shall
serve at the pleasure of the Board. Any or all of the functions of the Committee
specified in the Plan may be exercised by the Board, unless the Plan
specifically provides otherwise.

        The Committee shall have the power and authority to grant Stock Options
to eligible employees and members of the Board, pursuant to the terms of the
Plan.

        In particular, the Committee shall have the authority:

               (i)           to select the officers and other key employees of
                             the Company and its Subsidiaries and other eligible
                             persons to whom Stock Options may from time to time
                             be granted hereunder;

               (ii)          to determine whether and to what extent Incentive
                             Stock Options, Non-Qualified Stock Options, or a
                             combination of the foregoing, are to be granted
                             hereunder;

               (iii)         to determine the number of shares to be covered by 
                             each such award granted hereunder;

               (iv)          to determine the terms and conditions, not
                             inconsistent with the terms of the Plan, of any
                             award granted hereunder (including, but not limited
                             to, any restriction on any Stock Option and/or the
                             shares of Stock relating thereto); and

               (v)           to determine whether, to what extent and under what
                             circumstances Stock and other amounts payable with
                             respect to an award under this Plan shall be
                             deferred either automatically or at the election of
                             the participant.

        The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan. The Committee may
delegate to executive officers of the Company the authority to exercise the
powers specified in (i), (ii), (iii), (iv) and (v) above with respect to persons
who are not either the chief executive officer of the Company or the four
highest paid officers of the Company other than the chief executive officer.

        All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and Plan
participants.

        SECTION 3. Stock Subject to Plan

        The total number of shares of Stock reserved and available for
distribution under the Plan shall be 51,038. Such shares may consist, in whole
or in part, of authorized and unissued shares. If any shares that have been
optioned cease to be subject to Stock Options, such shares shall again be
available for distribution in connection with future awards under the Plan.

        In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate structure affecting
the Stock, or spin-off or other distribution of assets to shareholders, such
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding options granted under the Plan, as may be determined to
be appropriate by the Committee, in its sole discretion, provided that the
number of shares subject to any award shall always be a whole number.

        SECTION 4. Eligibility

        Officers, other key employees of the Company and Subsidiaries and
members of the Board who are responsible for or contribute to the management,
growth and profitability of the business of the Company and its Subsidiaries are
eligible to be granted Stock Options under the Plan. The optionees and
participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares covered by each
award.

        SECTION 5. Stock Options

        Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

        The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock
Options shall be granted under the Plan after December 22, 2003.

        The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of options. To the
extent that any option does not qualify as an Incentive Stock Option, it shall
constitute a separate Non-Qualified Stock Option.

        Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code. The preceding sentence shall not preclude any
modification or amendment to an outstanding Incentive Stock Option, whether or
not such modification or amendment results in disqualification of such Stock
Option as an Incentive Stock Option, provided the optionee consents in writing
to the modification or amendment.

        Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

        (a)       Option Price. The option price per share of Stock
                  purchasable under a Stock Option shall be determined by the
                  Committee at the time of grant and may, except as provided
                  in this paragraph, be less than the Fair Market Value of the
                  Stock on the date the Stock Option is granted. In the event
                  that the Committee does not determine the exercise price per
                  share of Stock purchasable under a Stock Option, the
                  exercise price shall be the Fair Market Value of the Stock
                  on the date the Stock Option is granted except as otherwise
                  required in this paragraph. In no event shall the Stock
                  Option price per share of Stock purchasable under an
                  Incentive Stock Option or a Non-Qualified Stock Option be
                  less than 100% or 85%, respectively, of the Fair Market
                  Value of the Stock on the date the Stock Option is granted.
                  If an employee owns or is deemed to own (by reason of the
                  attribution rules applicable under Section 424(d) of the
                  Code) more than 10% of the combined voting power of all
                  classes of stock of the Company or any Parent Corporation or
                  Subsidiary and an Incentive Stock Option is granted to such
                  employee, the exercise price shall be no less than 110% of
                  the Fair Market Value of the Stock on the date the Stock
                  Option is granted.

        (b)       Option Term. The term of each Stock Option shall be fixed by
                  the Committee, but no Incentive Stock Option shall be
                  exercisable more than ten years after the date the Stock
                  Option is granted. In the event that the Committee does not
                  fix the term of a Stock Option, the term shall be ten years
                  from the date the Stock Option is granted. Notwithstanding
                  the foregoing, if an employee owns or is deemed to own (by
                  reason of the attribution rules of Section 424(d) of the
                  Code) more than 10% of the combined voting power of all
                  classes of stock of the Company or any Parent Corporation or
                  Subsidiary and an Incentive Stock Option is granted to such
                  employee, the term of such Stock Option shall be no more
                  than five years from the date of grant.

        (c)       Exercisability. Stock Options shall be exercisable at such
                  time or times as determined by the Committee at or after
                  grant, subject to the restrictions stated in Section 5(b)
                  above. In the event that the Committee does not determine
                  the time at which a Stock Option shall be exercisable, such
                  Stock Option shall be exercisable one year after the date of
                  grant. If the Committee provides, in its discretion, that
                  any Stock Option is exercisable only in installments, the
                  Committee may waive such installment exercise provisions at
                  any time. Notwithstanding the foregoing, unless the Stock
                  Option provides otherwise, any Stock Option granted under
                  this Plan shall be exercisable in full, without regard to
                  any installment exercise provisions, for a period specified
                  by the Committee, but not to exceed sixty (60) days, prior
                  to the occurrence of any of the following events: (i)
                  dissolution or liquidation of the Company other than in
                  conjunction with a bankruptcy of the Company or any similar
                  occurrence, (ii) any merger, consolidation, acquisition,
                  separation, reorganization, or similar occurrence, where the
                  Company will not be the surviving entity, (iii) the transfer
                  of substantially all of the assets of the Company or the
                  acquisition of beneficial ownership of more than 50% of any
                  class of equity security of the Company or its Subsidiaries.

                  The grant of a Stock Option pursuant to the Plan shall not
                  limit in any way the right or power of the Company to make
                  adjustments, reclassifications, reorganizations or changes
                  of its capital or business structure or to merge, exchange
                  or consolidate or to dissolve, liquidate or transfer all or
                  any part of its business or assets.

        (d)       Method of Exercise. Stock Options may be exercised in whole
                  or in part at any time during the option period by giving
                  written notice of exercise to the Company specifying the
                  number of shares to be purchased. Such notice shall be
                  accompanied by payment in full of the purchase price, either
                  by certified or bank check, or by any other form of legal
                  consideration deemed sufficient by the Committee and
                  consistent with the Plan's purpose and applicable law,
                  including promissory notes or a properly executed exercise
                  notice together with irrevocable instructions to a broker
                  acceptable to the Company to promptly deliver to the Company
                  the amount of sale or loan proceeds to pay the exercise
                  price. As determined by the Committee at the time of grant
                  or exercise, in its sole discretion, payment in full or in
                  part may also be made in the form of unrestricted Stock
                  already owned by the optionee (which in the case of Stock
                  acquired upon exercise of an option have been owned for more
                  than six months on the date of surrender based on the Fair
                  Market Value of the Stock on the date the option is
                  exercised, as determined by the Committee), provided,
                  however, that, in the case of an Incentive Stock Option, the
                  right to make a payment in the form of already owned shares
                  may be authorized only at the time the option is granted. If
                  the terms of a Stock Option so permit, an optionee may elect
                  to pay all or part of the exercise price by having the
                  Company withhold from the shares of Stock that would
                  otherwise be issued upon exercise that number of shares of
                  Stock having a Fair Market Value equal to the aggregate
                  exercise price for the shares with respect to which such
                  election is made. No shares of Stock shall be issued until
                  full payment therefor has been made. An optionee shall
                  generally have the rights to dividends and other rights of a
                  shareholder with respect to shares subject to the option
                  when the optionee has given written notice of exercise, has
                  paid in full for such shares, and, if requested, has given
                  the representation described in paragraph (a) of Section 9.

        (e)       Non-Transferability of Options. No Stock Option shall be
                  transferable by the optionee otherwise than by will or by
                  the laws of descent and distribution, and all Stock Options
                  shall be exercisable, during the optionee's lifetime, only
                  by the optionee.

        (f)       Termination by Death. If an optionee's employment by the
                  Company and any Subsidiary or Parent Corporation terminates
                  by reason of death, the Stock Option may thereafter be
                  immediately exercised, to the extent then exercisable (or on
                  such accelerated basis as the Committee shall determine at
                  or after grant), by the legal representative of the estate
                  or by the legatee of the optionee under the will of the
                  optionee, for a period of three years (or such shorter
                  period as the Committee shall specify at grant) from the
                  date of such death or until the expiration of the stated
                  term of the option, whichever period is shorter. In the
                  event of termination of employment by reason of death, if an
                  Incentive Stock Option is exercised after the expiration of
                  the exercise periods that apply for purposes of Section 422
                  of the Code, the option will thereafter be treated as a
                  Non-Qualified Stock Option.

        (g)       Termination by Reason of Disability. If an optionee's
                  employment by the Company and any Subsidiary or Parent
                  Corporation terminates by reason of Disability, any Stock
                  Option held by such optionee may thereafter be exercised, to
                  the extent it was exercisable at the time of termination due
                  to Disability (or on such accelerated basis as the Committee
                  shall determine at or after grant), but may not be exercised
                  after three years (or such shorter period as the Committee
                  shall specify at grant) from the date of such termination of
                  employment or the expiration of the stated term of the
                  option, whichever period is shorter. In the event of
                  termination of employment by reason of Disability, if an
                  Incentive Stock Option is exercised after the expiration of
                  the exercise periods that apply for purposes of Section 422
                  of the Code, the option will thereafter be treated as a
                  Non-Qualified Stock Option.

        (h)       Termination by Reason of Retirement. If an optionee's
                  employment by the Company and any Subsidiary or Parent
                  Corporation terminates by reason of Retirement, any Stock
                  Option held by such optionee may thereafter be exercised, to
                  the extent it was exercisable at the time of such
                  Retirement, until the expiration of the stated term of the
                  option (or such shorter period as the Committee shall
                  specify at grant). In the event of termination of employment
                  by reason of Retirement, if an Incentive Stock Option is
                  exercised after the expiration of the exercise periods that
                  apply for purposes of Section 422 of the Code, the option
                  will thereafter be treated as a Non-Qualified Stock Option.

        (i)       Other Termination. Unless otherwise determined by the
                  Committee, if an optionee's employment by the Company and
                  any Subsidiary or Parent Corporation terminates for any
                  reason other than death, Disability or Retirement, the Stock
                  Option shall thereupon terminate, except that the option may
                  be exercised to the extent it was exercisable at such
                  termination for the lesser of three months or the balance of
                  the option's term if the optionee is involuntarily
                  terminated without Cause by the Company and any Subsidiary
                  or Parent Corporation. In the event an optionee's employment
                  is terminated for Cause, all unexercised Stock Options
                  granted to such Optionee shall immediately terminate.

        (j)       Annual Limit on Incentive Stock Options. The aggregate Fair
                  Market Value (determined as of the time the Stock Option is
                  granted) of the Common Stock with respect to which an
                  Incentive Stock Option under this Plan or any other plan of
                  the Company and any Subsidiary or Parent Corporation is
                  exercisable for the first time by an optionee during any
                  calendar year shall not exceed $100,000.

        (k)       Directors Who Are Not Employees. Each person who is not an
                  employee of the Company, any parent Corporation or any
                  Subsidiary and who is either (i) serving on the Board on the
                  date of shareholder approval of the amendment to this
                  Section 5(k) adopted by the Board on November 19, 1996, or
                  (ii) elected as a director by the Board or the shareholders
                  subsequent to the date of shareholder appoval of such
                  amendment, shall automatically be granted an Option to
                  purchase 1,000 shares of Stock as of such date at an option
                  price per share equal to 100% of the Fair Market Value of a
                  share of Stock on such date. All such options shall be
                  designated as Non-Qualified Stock Options and shall be
                  subject to the same terms and provisions as are then in
                  effect with respect to the grant of Non-Qualified Stock
                  Options to officers and key employees of the Company, except
                  that (i) the term of each such Option shall be ten (10)
                  years after the date of grant, which term shall not expire
                  upon termination of service as a director and (ii) the
                  Option shall become exercisable as to 50% of the shares
                  subject to the Option beginning on the date the option is
                  granted, and the remaining 50% of the shares subject to the
                  Option shall become exercisable one year after the date the
                  Option is granted. All provisions of this Plan not
                  inconsistent with the foregoing shall apply to Options
                  granted pursuant to this Section 5(k).

        SECTION 6. Transfer, Leave of Absence, Etc.

        For purposes of the Plan, the following events shall not be deemed a
termination of employment:

        (a)       a transfer of an employee from the Company to a Parent
                  Corporation or Subsidiary, or from a Parent Corporation or
                  Subsidiary to the Company, or from one Subsidiary to
                  another;

        (b)       a leave of absence, approved in writing by the Committee,
                  for military service or sickness, or for any other purpose
                  approved by the Company if the period of such leave does not
                  exceed ninety (90) days (or such longer period as the
                  Committee may approve, in its sole discretion); and

        (c)       a leave of absence in excess of ninety (90) days, approved
                  in writing by the Committee, but only if the employee's
                  right to reemployment is guaranteed either by a statute or
                  by contract, and provided that, in the case of any leave of
                  absence, the employee returns to work within 30 days after
                  the end of such leave.

        SECTION 7. Amendments and Termination

        The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made (i) which would impair the rights
of an optionee or participant under a Stock Option award theretofore granted,
without the participant's consent, or (ii) which, without the approval of the
stockholders of the Company, would cause the Plan to no longer comply with Rule
16b-3 under the Securities Exchange Act of 1934, Section 422 of the Code, or any
other regulatory requirements.

        The Committee may amend the terms of any award or Stock Option
theretofore granted, prospectively or retroactively, to the extent such
amendment is consistent with the terms of the Plan, but no such amendment shall
impair the rights of any holder without his or her consent except to the extent
authorized under the Plan. The Committee may also substitute new Stock Options
for previously granted stock options, including previously granted stock options
having higher exercise prices.

        SECTION 8. Unfunded Status of Plan

        The Plan is intended to constitute an Aunfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or an optionee by the Company, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock, or payments in lieu of or with respect
to awards hereunder, provided, however, that the existence of such trusts or
other arrangements is consistent with the unfunded status of the Plan.

        SECTION 9. General Provisions

        (a)       The Committee may require each person purchasing shares
                  pursuant to a Stock Option under the Plan to represent to
                  and agree with the Company in writing that the optionee is
                  acquiring the shares without a view to distribution thereof.
                  The certificates for such shares may include any legend
                  which the Committee deems appropriate to reflect any
                  restrictions on transfer.

                  All certificates for shares of Stock delivered under the
                  Plan shall be subject to such stock-transfer orders and
                  other restrictions as the Committee may deem advisable under
                  the rules, regulations, and other requirements of the
                  Securities and Exchange Commission, any stock exchange upon
                  which the Stock is then listed, and any applicable federal
                  or state securities laws, and the Committee may cause a
                  legend or legends to be put on any such certificates to make
                  appropriate reference to such restrictions.

        (b)       Nothing contained in this Plan shall prevent the Board of
                  Directors from adopting other or additional compensation
                  arrangements, subject to stockholder approval if such
                  approval is required; and such arrangements may be either
                  generally applicable or applicable only in specific cases.
                  The adoption of the Plan shall not confer upon any employee
                  of the Company or any Subsidiary any right to continued
                  employment with the Company or a Subsidiary, as the case may
                  be, nor shall it interfere in any way with the right of the
                  Company or a Subsidiary to terminate the employment of any
                  of its employees at any time.

        (c)       Each participant shall, no later than the date as of which
                  any part of the value of an award first becomes includable
                  as compensation in the gross income of the participant for
                  federal income tax purposes, pay to the Company, or make
                  arrangements satisfactory to the Committee regarding payment
                  of, any federal, state, or local taxes of any kind required
                  by law to be withheld with respect to the award. The
                  obligations of the Company under the Plan shall be
                  conditional on such payment or arrangements and the Company
                  and Subsidiaries shall, to the extent permitted by law, have
                  the right to deduct any such taxes from any payment of any
                  kind otherwise due to the participant. With respect to any
                  award granted under the Plan, if the terms of such award or
                  Option so permit, a participant may elect by written notice
                  to the Company to satisfy part or all of the withholding tax
                  requirements associated with the award by (i) authorizing
                  the Company to retain from the number of shares of Stock
                  that would otherwise be deliverable to the participant, or
                  (ii) delivering to the Company from shares of Stock already
                  owned by the participant, that number of shares having an
                  aggregate Fair Market Value equal to part or all of the tax
                  payable by the participant under this Section. Any such
                  election shall be in accordance with, and subject to,
                  applicable tax and securities laws, regulations and rulings.

        (d)       At the time of grant, the Committee may provide in
                  connection with any grant made under this Plan that the
                  shares of Stock received as a result of such grant shall be
                  subject to a repurchase right in favor of the Company,
                  pursuant to which the participant shall be required to offer
                  to the Company upon termination of employment for any reason
                  any shares that the participant acquired under the Plan,
                  with the price being the then Fair Market Value of the Stock
                  or, in the case of a termination for Cause, an amount equal
                  to the cash consideration paid for the Stock, subject to
                  such other terms and conditions as the Committee may specify
                  at the time of grant. The Committee may, at the time of the
                  grant of an award under the Plan, provide the Company with
                  the right to repurchase, or require the forfeiture of,
                  shares of Stock acquired pursuant to the Plan by any
                  participant who, at any time within two years after
                  termination of employment with the Company or any Subsidiary
                  or Parent Corporation, directly or indirectly competes with,
                  or is employed by a competitor of, the Company or any
                  Subsidiary or Parent Corporation.

        SECTION 10. Effective Date of Plan

        The Plan shall be effective on the date it is approved by a vote of the
holders of a majority of the Stock present and entitled to vote at a meeting of
the Company's shareholders.


        Adopted by the Board of Directors on December 22, 1993. 
        Ratified by the Shareholders on January 6, 1995. 
        Amended by the Board of Directors on November 19, 1996. 
        Amendment ratified by the Shareholders on _____________, ___.