EXHIBIT 3(b)

ARTICLES OF INCORPORATION

OF

NIPSCO INDUSTRIES, INC.

     The undersigned incorporator desiring to form a corporation
(hereinafter referred to as the "Corporation) pursuant to the
provisions of the Indiana Business Corporation Law, as amended
(the "Act"), executives the following Articles of Incorporation:

ARTICLE I

Name
      The name of the Corporation is NIPSCO Industries, Inc.

ARTICLE II

Period of Duration
      The period during which the Corporation shall continue is perpetual.

ARTICLE III

Purpose and Powers
      Purpose.  The purpose for which the Corporation is formed is the
transaction of any or all lawful business for which corporations
may be incorporated under the Act.

Powers.  The Corporation shall have the capacity to act possessed
by natural persons and, subject to any limitations or restrictions 
imposed by the Act, other law or the Articles of Incorporation, shall 
have the power to do all acts and things necessary, convenient or 
expedient to carry out the purposes for which it is formed.

ARTICLE IV

Registered Office and Agent

     The street address of the Corporation's initial registered
office in Indiana and the name of its initial registered agent at
that office is Edmund A. Schroer, 5265 Hohman Avenue, Hammond,
Indiana  46320.

ARTICLE V

Authorized Shares
                                 A.   Authorized Capital Shares

     The total number of shares which the Corporation shall have the
authority to issue shall be 220,000,000 shares, of which 200,000,000 
shares shall be Common Shares without par value and 20,000,000 shares 
shall be Preferred Shares without par value.

B.   Preferred Shares

     Preferred Shares may be issued from time to time in one or more 
series as may from time to time be determined by the Board of Directors.
Each series shall be distinctly designated.  All shares of any one series
of the Preferred Shares shall be alike in every particular, except that 
there may be different dates from which dividends thereon, if any, shall
be cumulative, if made cumulative.  The powers, preferences and relative,
participating, optional and other rights of each, such series, and the
qualifications, limitations or restrictions thereof, if any, may differ 
from those of any other series at any time outstanding.  Subject to the
provisions of Section C of this ARTICLE V, the Board of Directors is 
hereby expressly granted authority to fix by resolution or resolutions 
adopted prior to the issuance of any shares of each particular series of
Preferred Shares, the designation, powers, preferences and relative,
participating, optional and other rights, and the qualifications, 
limitations and restrictions thereof, if any, of such series, including,
but without limiting the generality of the foregoing, the following:

     (a)  the distinctive designation of, and the number of Preferred
Shares which shall constitute the series, which number may be increased
(except as otherwise fixed by the Board of Directors) or decreased, (but
not below the number of shares thereof then outstanding) from time to 
time by action of the Board of Directors.

     (b)  the rate and times at which, and the terms and conditions 
upon which, dividends, if any, on shares of the series shall be paid, 
the extent of preferences or relations, if any, of such dividends to 
the dividends payable on any other class or classes of shares of the
Corporation, or on any series of Preferred Shares or of any other class
or classes of shares of the Corporation and whether such dividends shall
be cumulative or noncumulative:

     (c)  the right, if any, of the holders of shares of the series to
convert the same into, or exchange the same for, shares of any other 
class or classes of shares of the Corporation, or any series of Preferred
Shares, and the terms and conditions of such conversion or exchange:

     (d)  whether shares of the series shall be subject to a redemption
price or prices including, without limitation, a redemption price or 
prices payable in Common Shares and the time or times at which, and the
terms and conditions upon which shares of the series may be redeemed;

     (e)  the rights, if any, of the holders of shares of the series 
upon voluntary or involuntary liquidation, merger, consolidation, 
distribution or sale of assets dissolution or winding up of the 
Corporation;

     (f)  the terms of the sinking fund or redemption or purchase 
account, if any, to be provided for shares of the series; and

     (g)  the voting powers, if any, of the holders of shares of 
the series which may, without limiting the generality of the foregoing,
include (i) the right to more or less than one vote per share on any 
or all matters voted upon by the shareholders and (ii) the right to 
vote. as a series by itself or together with other series of Preferred
Shares or together with all series of Preferred Shares as a class, upon
such matters, under such circumstances and upon such conditions as the
Board of Directors may fix, including, without limitation, the right,
voting as a series by itself or together with other series of Preferred
Shares or together with all series of Preferred Shares as a class, to 
elect one or more directors of this Corporation in the event there shall
have been a default in the payment of dividends on any one or more 
series of Preferred Shares or under such other circumstances and upon 
such conditions as the Board of Directors may determine.

     No holder of any shares of any series of Preferred Shares shall 
be entitled to vote for the election of directors or in respect of any
other matter except as may be required by the Indiana Business 
Corporation Law, as amended, or as is permitted by the resolution or
resolutions adopted by the Board of Directors, authorizing the issue 
of such series of Preferred Shares.

C.   Common Shares

     1.   After the requirements with respect to the preferential 
dividends on Preferred Shares (fixed in accordance with the provisions
of Section B of this ARTICLE V), if any, shall have been met and after
this Corporation shall have complied with all the requirements, if any, 
with respect to the setting aside of sums as sinking funds or redemption
or purchase accounts (fixed in accordance with the provisions of 
Section B of this ARTICLE V) and subject further to any other conditions
which may be fixed in accordance with the provisions of Section B of 
this ARTICLE V, then, but not otherwise, the holders of Common Shares 
shall be entitled to receive such dividends, if any, as may be declared
from time to time by the Board of Directors.

     2.   After distribution in full of the preferential amount (fixed
in accordance with the provisions of Section B of this ARTICLE V), if 
any, to be distributed to the holders of Preferred Shares in the event
of voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of the Corporation, the holders of the Common
Shares shall be entitled to receive all the remaining assets of the
Corporation, tangible and intangible, of whatever kind available for
distribution to shareholders, ratably in proportion to the number of 
Common Shares held by each.

     3.   Except as may otherwise be required by law, these Articles
of Incorporation or the provisions of the resolution or resolutions
as may be adopted by the Board of Directors pursuant to Section B of the
 ARTICLE V, each holder of Common Shares shall have one vote in respect 
of each Common Shares held by such holder on each matter voted upon by 
the shareholders and any such right to vote shall not be cumulative.

D.   Other Provisions.

     1.   The relative powers, preferences, and rights of each series 
of Preferred Shares in relation to the powers, preferences and right of
each other series of Preferred Shares shall, in each case, be as fixed 
from time to time by the Board of Directors in the resolution or 
resolutions adopted pursuant to authority granted in Section B of this
ARTICLE V, and the consent by class or series vote or otherwise, of the
holders of the Preferred Shares or such of the series of the Preferred 
Shares as are from time to time outstanding shall not be required for 
the issuance by the Board of Directors of any other series of Preferred
Shares whether the powers, preferences and rights of such other series 
shall be fixed by the Board of Directors as senior to, or on a parity 
with, powers, preferences and rights of such outstanding series, or any 
of them, provided, however, that the Board of Directors may provide in 
such resolution or resolutions adopted with respect to any series of 
Preferred Shares that the consent of the holders of a majority (or such
greater proportion as shall be therein fixed) of the outstanding shares 
of such series voting thereon shall be required for the issuance of any 
or all other series of Preferred Shares.

     2.   Subject to the provisions of Paragraph 1 of this Section D,
shares of any series of Preferred Shares may be issued from time to time
as the Board of Directors shall determine and on such terms and for such
consideration as shall be fixed by the Board of Directors.

     3.   Common Shares may be issued from time to time as the Board 
of Directors shall determine and on such terms and for such consideration
as shall be fixed by the Board of Directors.

     4.   No holder of any of the shares of any class or series of 
shares or securities convertible into such shares of any class or series
of shares, or of options, warrants or other rights to purchase or 
acquire shares of any class or series of shares or of other securities
of the Corporation shall have any preemptive right to purchase, acquire
or subscribe for any unissued shares of any class or series or any 
additional shares of any class or series to be issued by reason of any
increase of the authorized capital shares of the Corporation of any 
class or series, or bonds, certificates of indebtedness, debentures 
or other securities convertible into or exchangeable for shares or any
class or series, or carrying any right to purchase or acquire shares 
of any class or series, but any such unissued shares, additional 
authorized issue of shares of any class or series of shares or 
securities convertible into or exchangeable for shares, or carrying
any right to purchase or acquire shares, may be issued and disposed 
of pursuant to resolution of the Board of Directors to such persons,
firms, corporations or associations, and upon such terms as may be 
deemed advisable by the Board of Directors in the exercise of its sole
 discretion.
     
     5.   The Corporation reserves the right to increase or decrease 
its authorized capital shares, or any class or series thereof, or to
reclassify the same and to amend, alter, change or repeal any provision
contained in the Articles of Incorporation, or in any amendment thereto,
in the manner now or hereafter prescribed by law, but subject to such
conditions and limitations as are hereinbefore prescribed, and all right
conferred upon shareholders in the Articles of Incorporation of this
Corporation, or any amendment thereto, are granted subject to this
reservation.

     6.   Unless any statute of the State of Indiana shall expressly
provide to the contrary and subject to the limitations hereinbefore set
forth in this ARTICLE V, the Corporation may acquire, hold and dispose 
of any of its shares of any class heretofore issued and outstanding.

E.   Series A Junior Participating Preferred Shares

     1.   This Section E of the ARTICLE V hereby creates a series of
Preferred Shares and hereby states the designation and number of shares,
and fixes the relative powers, preferences and rights of such series.


     2.   Designation and Amount.  The shares of such series shall be
designated as "Series A Junior Participating Preferred Shares" (the 
"Series A Preferred Shares") and the number of shares constituting 
the Series A Preferred Shares shall be 2,000,000.  Such number of 
shares may be increased or decreased by resolution of the Board of 
Directors; provided, that no decrease shall reduce the number of 
Series A Preferred Shares to a number less than the number of shares 
then outstanding plus the number of shares reserved for issuance upon 
the exercise of outstanding options, rights or warrants or upon the 
conversion of any outstanding securities issued by the Corporation 
convertible into Series A Preferred Shares.

     3.   Dividends and Distributions.  

     (a)  Subject to the rights of the holders of any shares of any 
series of Preferred Shares (or any similar shares) ranking prior and 
superior to the Series A Preferred Shares with respect to dividends, the
holders of Series A Preferred Shares, in preference to the holders of 
Common Shares and of any other junior shares, shall be entitled to 
receive, when, as and if declared by the Board of Directors out of 
funds legally available for the purpose, quarterly dividends payable
in cash on the 20th day of February, May, August and November in each
year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment 
Date after the first issuance of a share or fraction of a share of 
Series A Preferred Shares, in an amount per share (rounded to the nearest
cent) equal to the greater of (i) $26 or (ii) subject to the provision 
for adjustment hereinafter set forth, 100 times the aggregate per share 
amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions,
other than a dividend payable in Common Shares or a subdivision of the
outstanding Common Shares (by reclassification or otherwise), declared 
on the Common Shares since the immediately preceding Quarterly Dividend
Payment Date or, with respect to the first Quarterly Dividend Payment 
Date, since the first issuance of any Series A Preferred Share or 
fraction of a Series A Preferred Share.  In the event the Corporation 
shall at any time declare or pay any dividend on the Common Shares 
payable in Common Shares, or effect a subdivision or combination or
consolidation of the outstanding Common Shares (by reclassification 
or otherwise than by payment of a dividend in Common Shares) into a 
greater or lesser number of Common Shares, then in each such case the
amount to which holders of Series A Preferred Shares were entitled 
immediately prior to such event under clause (b) of the preceding 
sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of Common Shares outstanding 
immediately after such event and the denominator of which is the 
number of Common Shares that were outstanding immediately prior to
such event.

     (b)  The Corporation shall declare a dividend or distribution 
on the Series A Preferred Shares as provided in paragraph 3(a) of 
the Section E immediately after it declares a dividend or distribution
on the Common Shares (other than a dividend payable in Common Shares);
provided that, in the event no dividend or distribution shall have been
declared on the Common Shares during the period between any Quarterly 
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $26 per share on the Series A Preferred Shares shall
be nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.

     (c)  Dividends shall begin to accrue and be cumulative on 
outstanding Series A Preferred Shares from the Quarterly Dividend 
Payment Date next preceding the date of issue of such shares, unless
the date of issue of such shares is prior to the record date for the 
first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a 
date after the record date for the determination of holders of Series A
Preferred Shares entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend 
Payment Date.  Accrued but unpaid dividends shall not bear interest. 
Dividends paid on the Series A Preferred Shares in an amount less than 
the total amount of such dividends at the time accrued and payable on 
such shares shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding.  The Board of Directors may fix
a record date for the determination of holders of Series A Preferred 
Shares entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the 
date fixed for the payment thereof.

4.   Voting Rights.  The holders of Series A Preferred Shares will 
have the following voting rights:

     (a)  Subject to the provision for adjustment hereinafter set 
forth, each Series A Preferred Share shall entitle the holder thereof 
to 100 votes on all matters submitted to a vote of the shareholders 
of the Corporation.  In the event the Corporation shall at any time 
declare or pay any dividend on the Common Shares payable in Common 
Shares, or effect a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise than by 
payment of a dividend in Common Shares) into a greater or lesser number
of Common Shares, then in each such case the number of votes per share 
to which holders of Series A Preferred Shares were entitled immediately
prior to such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the number of Common Shares 
outstanding immediately after such event and the denominator of which 
is the number of Common Shares that were outstanding immediately prior
to such event.

     (b)  Except as otherwise provided herein, in any other provisions
of the Articles of Incorporation of the Corporation creating a series of
Preferred Shares or any similar shares, or by law, the holders of 
Series A Preferred Shares and the holders of Common Shares and any other
capital shares of the Corporation having general voting rights shall 
vote together as one class on all matters submitted to a vote of 
shareholders of the Corporation.

     (c)  If at the time of any annual meeting of shareholders for the
election of directors a "default in preference dividends" on the Series A
Preferred Shares shall exist, the number of directors constituting the 
Board of Directors of the Company shall be increased by two (2), and 
the holders of the Preferred Shares of all series (whether or not the 
holders of such series of Preferred Shares would be entitled to vote 
for the election of directors if such default in preference dividends 
did not exist) shall have the right at such meeting, voting together 
as a single class without regard to series, to the exclusion of the 
holders of Common Shares, to elect two (2) directors of the Company 
to fill such newly created directorships.  Such right shall continue 
until there are no dividends in arrears upon the Preferred Shares.  Each
director elected by the holders of Preferred Shares (a "Preferred 
Director") shall continue to serve as such director for the full term 
for which he shall have been elected, notwithstanding that prior to the
end of such term a default in preference dividends shall cease to exist.
Any Preferred Director may be removed by, and shall not be removed 
except by, the vote of the holders of record of the outstanding Preferred
Shares voting together as a single class without regard to series, at a
meeting of the shareholders or of the holders of Preferred Shares called 
for the purpose.  So long as a default in any preference dividends on the
Preferred Shares shall exist (i) any vacancy in the office of a Preferred
Director may be filled (except as provided in the following clause (ii)) 
by an instrument in writing signed by the remaining Preferred Director
and filed with the Company and (ii) in the case of the removal of any
Preferred Director, the vacancy may be filled by the vote of the holders
of the outstanding Preferred Shares voting together as a single class 
without regard to series, at the same meeting at which such removal 
shall voted.  Each director appointed as aforesaid by the remaining 
Preferred Director shall be deemed, for all purposes hereof, to be a 
Preferred Director.  Whenever the term of office of the Preferred 
Directors shall end and a default in preference dividends shall no 
longer exist, the number of directors constituting the Board of 
Directors of the Company shall be reduced by two (2).  For the purposes
hereof, a "default in preference dividends" on the Preferred Shares 
shall be deemed to have occurred whenever the amount of accrued 
dividends upon any series of the Preferred Shares shall be equivalent
to six (6) full quarterly dividends or more, and, having so occurred, 
such default shall be deemed to exist thereafter until, but only until,
all accrued dividends on all Preferred Shares of each and every series 
then outstanding shall have been paid to the end of the last preceding
quarterly dividend period.

     (d)  Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Shares shall have no special voting rights
and their consent shall not be required (except to the extend they are
entitled to vote with holders of Common Shares as set forth herein) 
for taking any corporate action.

5.   Certain Restrictions.
     
     (a)  Whenever quarterly dividends or other dividends or 
distributions payable on the Series A Preferred Shares as provided in
paragraph 3 of this Section E are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared,
on Series A Preferred Shares outstanding shall have been paid in full, 
the Corporation shall not:

          (i)  declare or pay dividends, or make any other 
distributions, on any shares ranking junior (either as to dividends 
or upon liquidation, dissolution or winding up) to the Series A 
Preferred Shares;

          (ii) declare or pay dividends, or make any other 
distributions, on any shares ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the 
Series A Preferred Shares, except dividends paid ratably on the 
Series A Preferred Shares and all such parity shares on which dividends
are payable or in arrears in proportion to the total amount to which 
the holders of all such shares are then entitled:

          (iii)     redeem or purchase or otherwise acquire for 
consideration any shares ranking junior (either as to dividends or 
upon liquidation, dissolution or winding up) to the Series A Preferred
Shares, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such junior shares in exchange for 
any shares of the Corporation ranking junior (either as to 
dividends or upon dissolution, liquidation or winding up) to the 
Series A Preferred Shares; or

          (iv) redeem or purchase or otherwise acquire for 
consideration any Series A Preferred Shares, or any shares ranking on
a parity with the Series A Preferred Shares, except in accordance with
a purchase offer made in writing or by publication (as determined by 
the Board of Directors) to all holders of such shares upon such terms 
as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the 
respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.

     (b)  The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any 
shares of the Corporation unless the Corporation could, under paragraph
5(a) of the Section E, purchase or otherwise acquire such shares at 
such time and in such manner.

     6.   Reacquired Shares.  Any Series A Preferred Shares purchased
or otherwise acquired by the Corporation in any manner whatsoever shall 
be retired and cancelled promptly after the acquisition thereof.  All 
such shares shall upon their cancellation become authorized but unissued
Preferred Shares and may be reissued as part of a new series of 
Preferred Shares subject to the conditions and restrictions on issuance
set forth in the Articles of Incorporation of the Corporation creating 
a series of Preferred Shares or any similar shares or as otherwise 
required by law.

     7.   Liquidation, Dissolution or Winding Up.  Upon any 
liquidation, dissolution or winding up of the Corporation, no 
distribution shall be made (a) to the holders of shares ranking junior
(either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Shares unless, prior thereto, the holders of 
Series A Preferred Shares shall have received $6,000 per share, plus 
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, provided that the
holders of Series A Preferred Shares shall be entitled to receive an 
aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of Common Shares, or (b) to the holders
of shares ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Shares, except
distributions made ratably on the Series A Preferred Shares and all 
such parity shares in proportion to the total amounts to which the 
holders of all such shares are entitled upon such liquidation, 
dissolution or winding up.  In the event the Corporation shall at any
time declare or pay any dividend on the Common Shares payable in Common
Shares, or effect a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise than by 
payment of a dividend in Common Shares) into a greater or lesser number
of Common Shares, then in each such case the aggregate amount to which
holders of Series A Preferred Shares were entitled immediately prior 
to such event under the provision in clause (A) of the preceding 
sentence shall be adjusted by multiplying such amount by a fraction 
the numerator of which is the number of a Common Shares outstanding
immediately after such event and the denominator of which is the number
of Common Shares that were outstanding immediately prior to such event.

     8.   Consolidation, Merger, etc.  In case the Corporation shall 
enter into any consolidation, merger, combination or other transaction
in which the Common Shares are exchanged for or changed into other 
shares or securities, cash and/or any other property, then in any such
case each Series A Preferred Share shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate 
amount of shares, securities, cash and/or any other property (payable 
in kind), as the case may be, into which or for which each Common Share 
is changed or exchanged.  In the event the Corporation shall at any time
declare or pay any dividend on the Common Shares payable in Common 
Shares, or effect a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise than by 
payment of a dividend in Common Shares) into a greater or lesser number
of Common Shares, then in each such case the amount set forth in the 
preceding sentence with respect to the exchange or change of Series A
Preferred Shares shall be adjusted by multiplying such amount by a 
fraction, the numerator of which is the number of Common Shares 
outstanding immediately after such event and the denominator of which 
is the number of Common Shares that were outstanding immediately prior 
to such event.

     9.   No Redemption.  The Series A Preferred Shares shall not be
redeemable.

10.  CONVERSION.  The Series A Preferred Shares shall not be convertible into
Common Shares or shares of any other series of any other class of Preferred
Shares.

11.  RANK.  The Series A Preferred Shares shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series of
any other class of Preferred Shares, unless the terms of any such series shall
provide otherwise.

12.  AMENDMENT.  The Articles of Incorporation of the Corporation shall not be
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Shares so as to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding Series A Preferred Shares, voting together as a
single class.

F.  8.75% SERIES CUMULATIVE PREFERRED SHARES.

 1.  This Section F of this ARTICLE V hereby creates a series of Preferred
Shares and hereby states the designation and number of shares, and fixes the
powers, preferences and relative participating, optional and other rights of
such series, and the qualifications, limitation and restrictions thereof.

 2.  DESIGNATION AND AMOUNT.  The shares of such series shall be designated
as "8.75% Series Cumulative Preferred Shares (Liquidation Preference $100 Per
Share)" (the "8.75% Series Preferred Shares") and the number of shares
constituting the 8.75% Series Preferred Shares shall be 350,000.

 3.  DIVIDENDS.

     (a) The holders of 8.75% Series Preferred Shares, in preference to the
holders of the Series A Preferred Shares, the Common Shares and of any other
junior shares hereafter created, shall be entitled to receive, when, as and
if declared by the Board of Directors, out of funds legally available for the
purpose, cumulative quarterly dividends at the rate of 8.75% per annum,
computed on the liquidation preference of the 8.75% Series Preferred Shares
(using for such computation a month of 30 days and a year of 360 days),
payable in arrears in cash on the 14th day of January, April, July and October
in each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date") to the holders of record as of the 14th day of the month prior
to such respective dates, commencing on January 14, 1991.  Dividends shall
accumulate on a daily basis.  Holders of 8.75% Series Preferred Shares shall
not be entitled to any dividend, whether payable in cash, property or stock,
in excess of full cumulative dividends, as herein provided on such shares.  
No interest, or sum of money in lieu of interest, shall be payable in respect
of any dividend payment or payments on 8.75% Series Preferred Shares that may
be in arrears.  The initial dividend shall be that proportion of a quarterly
dividend that the number of days (using a month of 30 days and a year of 360
days) from the date of sale and delivery of such shares (including such date)
to January 14, 1991, (excluding such date) bears to ninety days.

     (B) Except as set forth in the next sentence, no dividends shall be
declared, paid or set apart for payment on, or any other distributions made
in respect of, shares of any class or series ranking, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution
or winding up, on a parity with the 8.75% Series Preferred Shares, unless
full cumulative dividends have been or contemporaneously are declared and
paid on the 8.75% Series Preferred Shares through the most recent Quarterly
Dividend Payment Date.  When dividends are not paid in full as aforesaid,
upon the 8.75% Series Preferred Shares, or on any such parity shares through
the most recent respective dividend payment date(s) thereof, all dividends
declared upon the 8.75% Series Preferred Shares and such parity shares shall
be declared contemporaneously and pro rate so that the amount of dividends
declared per share on the 8.75% Series Preferred Shares and such parity shares
shall in all cases bear to each other the same ratio that accumulated
dividends per share on the 8.75% Series Preferred Shares and such other shares
bear to each other (for purposes of the foregoing, the amount of dividends
declared per share shall be based on the applicable dividend rate for such
shares for the dividend period(s) for which dividends were not paid in full).

 4.  VOTING RIGHTS.  The holders of 8.75% Series Preferred Shares shall have
voting rights only as provided by law or as specifically set forth in 
Section F.

     (a) Each 8.75% Series Preferred Share shall entitle the holder thereof
to one vote on all matters on which the shares may be voted.

     (b) If at the time of any annual meeting of shareholders for the election
of directors a "default in preference dividends" on the 8.75% Series Preferred
Shares, or on any series of Preferred Shares, ranking on a parity with 
the 8.75% Series Preferred Shares as to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up, 
shall exist, the holders of the 8.75% Series Preferred Shares and such 
parity shares shall have the right at such meeting, voting together as a
single class without regard to series, to the exclusion of the holders of
Common Shares and all other securities of the Corporation,
to elect two (2) directors of the Corporation.  Such right shall continue
until there are no dividends in arrears upon the 8.75% Series Preferred
Shares.  Each director elected by the holders of Preferred Shares as aforesaid
and any such parity shares (a "Preferred Director") shall continue to serve as
such director for the full term for which he shall have been elected, 
notwithstanding that prior to the end of such term a default in preference
dividends shall cease to exist.  Any Preferred Director may be removed by,
and shall not be removed except by, the vote of the holders of record of the
outstanding 8.75% Series Preferred Shares and any such parity shares voting
together as a single class without regard to series, at a meeting of the
shareholders or of the holders of 8.75% Series Preferred Shares and any such
parity shares called for the purpose.  So long as a default in any preference
dividends on the 8.75% Series Preferred Shares or any such parity shares shall
exist, (i) any vacancy in the office of a Preferred Director may be filled
(except as provided in the following clause [ii]) by an instrument in writing
signed by the remaining Preferred Director and filed with the Company and
(ii) in the case of the removal of any Preferred Director, the vacancy may
be filled by the vote of the holders of the outstanding 8.75% Series Preferred
Shares and any such parity shares voting together as a single class without
regard to series, at the same meeting at which such removal shall be voted.
Each director appointed as aforesaid by the remaining Preferred Director shall
be deemed, for all purposes hereof, to be a Preferred Director.  For the
purposes hereof, a "default in preference dividends" shall be deemed to have
occurred whenever the amount of accumulated dividends upon the 8.75% Series
Preferred Shares or any series of shares ranking on a parity therewith as to
the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up shall be equivalent to four (4) full quarterly
dividends or more, and, having so occurred, such default shall be deemed to
exist thereafter until, but only until, all accumulated dividends on all 8.75%
Series Preferred Shares and any such parity shares then outstanding shall have
been paid to the end of the last preceding quarterly dividend period or
equivalent thereof.

     (c) The Corporation shall not, without the vote or consent of the holders
of two-thirds of the outstanding 8.75% Series Preferred Shares and Preferred
Shares ranking on a parity with the 8.75% Series Preferred Shares as to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, amend its Articles of Incorporation to create or
authorize any class or series of shares, or any class or series of securities
convertible into any class or series of shares, which would rank prior to the
8.75% Series Preferred Shares and such parity shares as to the payment of
dividends or the distribution of assets upon liquidation, dissolution or 
winding up.

 5.  CERTAIN RESTRICTIONS.

     (a) Whenever quarterly dividends payable on the 8.75% Series Preferred
Shares as provided in paragraph 3 of this Section F are in arrears, or in the
event the Corporation shall have failed to redeem the 8.75% Series Preferred
Shares on January 14, 1996, in accordance with the provisions of Section 8
hereof, thereafter and until all accumulated and unpaid dividends, whether
or not earned or declared, on 8.75% Series Preferred Shares outstanding shall
have been paid in full, or until such redemption shall have been effected, as
the case may be, the Corporation shall not:

          (i) declare, pay or set apart for payment dividends, or make any 
other distributions, on any shares ranking junior (either as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution
or winding up) to the 8.75% Series Preferred Shares;

          (ii) redeem or purchase or otherwise acquire for consideration any
shares ranking junior (either as to the payment of dividends or as to the
distribution of assets upon liquidation, dissolution or winding up) to the
8.75% Series Preferred Shares, provided that the Corporation may at any time
redeem, purchase or otherwise acquire any such junior shares in exchange for
any shares of the Corporation ranking junior (either as to the payment of
dividends or as to the distribution of assets upon dissolution, liquidation
or winding up) to the 8.75% Series Preferred Shares; or

          (iii) redeem or purchase or otherwise acquire for consideration any
8.75% Series Preferred Shares, or any shares ranking on a parity with the
8.75% Series Preferred Shares, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to all
holders of all such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative
rights and preferences of the respective series and classes, shall determine
in good faith will result in fair and equitable treatment among the
respective series or classes.

     (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of the
Corporation unless the Corporation could, under paragraph 5(a) of this
Section F, purchase or otherwise acquire such shares at such time and in such
manner.

 6.  REACQUIRED SHARES.  Any 8.75% Series Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof.  All such shares
shall upon their cancellation become authorized but unissued Preferred
Shares and may be reissued as part of a new series of Preferred Shares subject
to the conditions and restrictions on issuance set forth herein and in the
Articles of Incorporation of the Corporation creating a series of Preferred
Shares or any similar shares or as otherwise required by law.

 7.  LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of 8.75% Series Preferred Shares will be entitled
to receive and to be paid out of the assets of the Corporation available for
distribution to its shareholders, before any payment or distribution shall
be made on the Common Shares or on any other class of shares of the
Corporation ranking junior to the 8.75% Series Preferred Shares as to the
distribution of assets upon liquidation, dissolution or winding up, an amount
equal to the liquidation preference with respect to such shares plus an amount
equal to all dividends thereon (whether or not earned or declared) accumulated
but unpaid to the date of final distribution.  The liquidation preference for
8.75% Series Preferred Shares shall be $100.00 per share.  After the payment
to the holders of 8.75% Series Preferred Shares of the full preferential
amounts provided for as described herein, the holders of 8.75% Series 
Preferred Shares as such shall have no right or claim to any of the remaining
assets of the Corporation.  In the event the assets of the Corporation
available for distribution to the holders of 8.75% Series Preferred Shares
upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, shall be insufficient to pay in full all amounts to
which such holders are entitled, no such distribution shall be made on account
of any shares of any other class or series of Preferred Shares ranking on a
parity with the 8.75% Series Preferred Shares upon such liquidation,
dissolution or winding up unless proportionate distributive amounts shall be
paid on account of the shares of 8.75% Series Preferred Shares, ratable, in
proportion to the full distributable amounts for which holders of all such
parity shares are respectively entitled upon such liquidation.  Subject to
the rights of the holders of shares of any series or class or classes of
shares ranking on a parity with the 8.75% Series Preferred Shares with respect
to the distribution of assets upon liquidation, dissolution or winding up of
the Corporation, after payment shall have been made in full to the holders of
the 8.75% Series Preferred Shares as described herein, but not prior thereto,
any other series or class or classes of shares ranking junior to the 8.75%
Series Preferred Shares with respect to the distribution of assets upon
liquidation, dissolution or winding up shall, subject to the respective terms
and provisions (if any) applying thereto, be entitled to receive any and all
assets remaining to be paid or distributed, and the holders of the 8.75%
Series Preferred Shares shall not be entitled to share therein.

 8.  REDEMPTION.

     (a) The 8.75% Series Preferred Shares shall be redeemed in whole by the
Corporation on January 14, 1996, at the redemption price of $100 per share
plus all unpaid cumulative dividends accumulated thereon to the date of
redemption, whether or not earned or declared.  The Corporation shall give
notice of such redemption to the holders of the 8.75% Series Preferred Shares
by mail not more than sixty (60) but not less than thirty (30) days prior to
the redemption date, but failure to so mail such notice or any defect therein
or in the mailing thereof shall not affect the validity of such redemption.

     (b) The Corporation shall, after giving notice of redemption as herein
provided, or after giving to the bank or trust company hereinafter referred
to irrevocable authority to give due notice, deposit at any time on or prior
to the redemption date specified in such notice, and after the earliest date
on which notice of redemption may be given as herein provided, the amount of
the aggregate redemption price plus all unpaid cumulative dividends
accumulated to the redemption date (whether or not earned or declared) 
on the 8.75% Series Preferred Shares to be redeemed, with a bank or trust
company having a capital and surplus of at least five million dollars and 
its principal office in the City of Chicago, Illinois, designated in such
notice, in trust for the holders
of such shares so to be redeemed, payable to the holders thereof on the date
fixed for redemption, and then, from and after the date of such deposit, such
shares, notwithstanding that any certificate for such shares so called for
redemption shall not have been surrendered for cancellation, shall no longer
be deemed outstanding and shall be deemed canceled and retired, and each
holder thereof shall not thereafter be entitled to receive any further
dividends or be entitled to exercise any rights as a holder of such shares,
excepting only the right to receive the redemption price thereof plus all
unpaid cumulative dividends accumulated theron to the date of redemption
(whether or not earned or declared), but without interest thereon.  The
moneys so deposited for the redemption of such shares shall be paid to the
holders of such shares upon the surrender to the Corporation for cancellation
of the certificates representing such shares, properly endorsed in blank for
transfer or accompanied by proper instruments of assignment in blank (if
required by the Corporation) and bearing all necessary stock transfer tax
stamps thereto affixed and canceled.

     (c) In case the holder of any certificate for any 8.75% Series Preferred
Shares which shall have been redeemed shall not, within six (6) years after
such redemption date, claim the amount deposited for the redemption thereof,
any such bank or trust company shall, upon demand, pay over to the Corporation
such unclaimed amount and shall thereupon be relieved of all responsibility
in respect therof; provided such bank or trust company, before being required
to make any such payment, may (at the expense of the Corporation) cause to be
published once a week on any business day of the week for two (2) consecutive
weeks in a newspaper of general circulation in the city of Chicago, Illinois,
customarily published on each business day, a notice that such moneys have
not been so called for and that after a date named therein such moneys will be
returned to the Corporation.

 9.  CONVERSION.  The 8.75% Series Preferred Shares shall not be convertible
into Common Shares or shares of any other class or series of the Corporation.

10.  RANK.  The 8.75% Series Preferred Shares shall rank, with respect to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, on a parity with all series of Preferred Shares,
unless the terms of any such series shall provide otherwise.  The Series A
Preferred Shares shall rank junior to the 8.75% Series Preferred Shares both
as to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up.

11.  AMENDMENT.  The Articles of Incorporation of the Corporation shall not
be amended in any manner which would materially alter or change the 
designation, rights or preferences of the 8.75% Series Preferred Shares so
as to affect them adversely without the affirmative vote of the holders of
at least two-thirds of such shares then outstanding.

ARTICLE VI

DIRECTORS.

1.  The Board of Directors of the Corporation shall consist of ten (10)
directors.  The directors shall be divided into three classes, and each
class shall consist of one-third, or as near as may be, of the total
number of directors constituting the Board of Directors.  At the 1988
and at each succeeding annual meeting of shareholders, successors to the
class of directors whose terms expire at that annual meeting shall be 
elected to hold office for a three-year term, so that the term of office
of one class of directors shall expire in each year.  In the event that 
the holders of Preferred Shares are entitled at any shareholders meeting to
elect directors, then the term of office of all persons who may be directors
shall terminate upon the election of their successors at such meeting of
shareholders.

2.  A director shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement, age
and service limitations as may be set forth in the Bylaws, disqualification
or removal from office.  Any vacancy on the Board of Directors shall be 
filled by a majority of the Board of Directors then in office even if less
than a quorum, or by a sole remaining director.  Any director elected by
the Board of Directors shall hold office until the annual meeting for the
year in which the term for that Class of Directors shall expire.

3.  A director may be removed by the directors or the shareholders, but 
only for cause.  If by directors, such action may be taken only at a 
meeting of the Board, the meeting notice for which must state that the 
purpose, or one of the purposes, of the meeting is the removal of the
director, and the affirmative vote of two-thirds of the remaining
directors is necessary to remove the director.  If removal is by vote of
the shareholders, it may only be considered at an annual meeting of
shareholders, and the affirmative vote of two-thirds of the shares then 
entitled to vote for the election of directors is necessary to remove the
director.  For purposes of this section, cause for removal shall be
construed to exist only if a director whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction and such 
conviction is no longer subject to appeal, or has been adjudged by a 
court of competent jurisdiction to be liable for willful misconduct in 
the performance of his or her duty to the Corporation in a matter of
substantial importance to the Corporation and such adjudication is no 
longer subject to appeal.

ARTICLE VII

Business Combinations

A.  Market Value Required.

     Notwithstanding any other provision of these Articles, the Corporation
may not engage in any Business Combination (hereinafter defined) with any
Interested Shareholder (hereinafter defined) of the Corporation unless the
Business Combination meets the requirement specified in either paragraphs 1, 
2, 3 following:

1.  A Business Combination approved by the Board of Directors of the
Corporation before the Interested Shareholders Acquisition Date, or as
to which the purchase of shares made by the Interested Shareholder on the
Interested Shareholder's Acquisition Date had been approved by the Board
of Directors of the Corporation before the Interested Shareholder's
Acquisition Date.

2.  A Business Combination approved by the affirmation vote of the 
holders of a majority of the outstanding voting shares not beneficially
owned by the Interested Shareholder proposing the Business Combination,
or any Affiliate or Associate of the Interested Shareholder proposing 
the Business Combination, at a meeting called for that purpose no 
earlier than five (5) years after the Interested Shareholder's Acquisition
Date.

3.  A Business Combination that meets all of the following conditions:

(a) The aggregate amount of cash and the Market Value (as hereinafter
defined), as of the date of the consummation of the Business Combination,
of consideration other than cash to be received per share by holders of
Common Shares in such Business Combination, shall be at least equal to 
the highest amount determined under clauses (i) and (ii) below:

(i) the highest per share price paid by or behalf of the Interested
Shareholder when the Interested Shareholder was the beneficial owner 
(directly or indirectly) of five percent (5%) of the outstanding 
voting shares for any Common Share in connection with the acquisition
by the Interested Shareholder of beneficial ownership of Common Shares
(x) within the five-year period immediately prior to the first public
announcement of the proposed Business Combination (the "Announcement 
Date") or (y) in the transaction in which it became an Interested 
Shareholder, whichever is higher, plus, in either case, interest compounded
annually from the earliest date on which the highest per share acquisition
price was paid through the consummation date at the rate specified in 
the Act less the aggregate amount of any cash dividends paid, and the 
market value of any dividends paid other than in cash, per common share
since the earliest date, up to the amount of the interest.

(ii) the Market Value per Common Share on the Announcement Date or 
on the date on which the Interested Shareholder became an Interested
Shareholder (the "Acquisition Date"), whichever is higher, plus interest
compounded annually from that date through the consummation date at 
the rate specified in the Act less the aggregate amount of any cash 
dividends paid, and the market value of any dividends paid other than 
in cash, per common share since the earliest date, up to the amount of 
the interest.

(b) The aggregate amount of cash and the Market Value (as hereinafter
defined), as of the date of the consummation of the Business Combination,
of consideration other than cash to be received per share by holders of 
shares of any class or series of outstanding Preferred Shares in such 
Business Combination shall be at least equal to the highest amount 
determined under clauses (i), (ii) and (iii) below:

(i) the highest per share price paid by or on behalf of the Interested
Shareholder at a time when the Interested Shareholder was the beneficial
owner, directly or indirectly, of five percent (5%) or more of the
outstanding voting shares of the Corporation for any share of such 
class or series of Preferred Shares in connection with the acquisition
by the Interested Shareholder of beneficial ownership of shares of such
class or series of Preferred Shares (x) within the five-year period
immediately prior to the Announcement Date or (y) in the transaction
in which it became an Interested Shareholder, whichever is higher, 
plus in either case, interest compounded annually from the earliest
date on which the highest per share acquisition price was paid through
the consummation date at the rate specified in the Act less the aggregate
amount of any cash dividends paid, and the market value of any dividends
paid other than in cash, per common share since the earliest date, up 
to the amount of the interest.

(ii) The Market Value per share of such class or series of Preferred 
Shares on the Announcement Date or on the Acquisition Date, whichever 
is higher, plus interest compounded annually from that date through the
consummation date at the rate specified in the Act less the aggregate 
amount of any cash dividends paid, and the market value of any dividends
paid other than in cash, per common share since the earliest date,
up to the amount of the interest.

(iii) the highest preferential amount per share to which the holders 
of shares of such class or series of Preferred Shares would be entitled
in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, plus the aggregate amount
of any dividends declared or due as to which the holders are entitled 
before payment of dividends on some other class or series of shares, 
unless the aggregate amount of the dividends is included in the 
preferential amount.

(c) The consideration to be received by holders of a particular class
or series of outstanding Capital Shares shall be in cash or in the 
same form as previously has been paid by or on behalf of the Interested
Shareholder in connection with its direct or indirect acquisition of
beneficial ownership of shares of such class or series of Capital 
Shares.  If the consideration previously paid by the Interested 
Shareholder to acquire shares of any class or series of Capital 
Shares varied among the recipients thereof as to form, the form of
consideration to be paid for such class or series of Capital Shares in
connection with the Business Combination shall be either cash or the 
form used to acquire beneficial ownership of the largest number of 
shares of such class or series of Capital Shares previously acquired 
by the Interested Shareholder, and the consideration shall be distributed
promptly.

(d) After the Interested Shareholder's Acquisition Date and before the
Consummation Date with respect to the Business Combination, the Interested
Shareholder has not become the Beneficial Owner of any additional voting
shares of the Corporation except: (1) as part of the transaction that 
resulted in the Interested Shareholder becoming an Interested Shareholder;
(ii) by virtue of proportionate share splits, share dividends, or other
distributions of shares in respect of shares not constituting a Business
Combination; (iii) through a Business Combination meeting all of the
conditions of the Articles or (iv) through purchase by the Interested
Shareholder at any price that, if the price had been paid in an 
otherwise permissible Business Combination the Announcement Date and
Consummation Date of which were the date of the purchase, would have
satisfied the requirements of these Articles.

B.  Exceptions.

     The provisions of the preceding Section A shall not be applicable 
to any particular Business Combination if, in addition to any affirmative 
vote required by law or these Articles of Incorporation, such Business
Combination shall be approved by the affirmative vote of not less than
eighty percent (80%) of the votes entitled to be cast by the holders of 
all the outstanding Voting Shares (hereinafter defined), voting together
as a single class.  Such Affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that a lesser percentage or
separate class vote may be specified, by law or in any agreement with any
national securities exchange or otherwise.

C.  Definitions.

The following definitions shall apply with respect to this ARTICLE VII:
1.  The term "Business Combination" shall mean:


(a) any merger or consolidation of the Corporation or any Subsidiary (as
hereinafter defined) with (i) any Interested Shareholder or (ii) any other
corporation (whether or not itself an Interested Shareholder) which is or
after such merger or consolidation would be an Affiliate or Associate of 
an Interested Shareholder; or

(b) any sale, lease, exchange, mortgage, pledge, transfer or other 
disposition (in one transaction or a series of transactions) with or 
for the benefit of any Interested Shareholder or any Affiliate of 
Associate of any Interested Shareholder involving any assets, securities 
or commitments of the Corporation or any Subsidiary (i) having an 
aggregate Market Value equal to ten percent (10%) or more of the aggregate
Market Value of (x) all the assets, determined on a consolidated basis,
of the Corporation, or (y) all the outstanding shares of the Corporation
or (ii) representing ten percent (10%) or more of the earning power or 
net income, determined on a consolidated basis, of the Corporation; or

(c) the issuance or transfer by the Corporation or any Subsidiary of the
Corporation (in one (1) transaction or a series on transactions) of 
any shares of the Corporation or any subsidiary of the Corporation that
have an aggregate market value equal to five percent (5%) or more of the
aggregate market value of all the outstanding shares of the Corporation 
to the Interested Shareholder or an affiliate or the associate of the
Interested Shareholder except under the exercise of warrants or rights
to purchase shares offered, or a dividend or distribution paid or made
pro rata to all shareholders of the Corporation; or

(d) the adoption of any plan or proposal for the liquidation or 
dissolution of the Corporation which is voted for or consented to by any
Interested Shareholder or any Affiliate or Associate thereof; or

(e) any reclassification of securities (including any share split, share
dividend, or other distribution of shares in respect of shares, or reverse
share split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation, with any of its Subsidiaries, or any 
other transaction (whether or not with or otherwise involving an 
Interested Shareholder) that has the effect, directly or indirectly, of
increasing the proportionate share of any class or series of outstanding
shares of any class or series of voting shares or any securities 
convertible into voting shares of the Corporation or any Subsidiary, that
is beneficially owned by an Interested Shareholder or any Affiliate or
Associate of any Interested Shareholder; or

(f) any receipt by the Interested Shareholder or any Affiliate or 
Associate of the Interested Shareholder of the benefit (directly or indirectly,
except proportionately as a shareholder of the Corporation), 
of any loans, advances, guarantees, pledges, or other financial assistance
or any tax credits or other tax advantages provided by or through the
Corporation.

2.  The term "Capital Shares" shall mean all capital shares of the 
Corporation authorized to be issued from time to time under ARTICLE V
of these Articles of Incorporation, and the term "Voting Shares" shall
mean all Capital Shares that by its terms may be voted on all matters
submitted to shareholders of the Corporation generally.

3.  The term "Interested Shareholder" shall mean any person (other than
the Corporation or any Subsidiary) who (i) is the beneficial owner 
directly or indirectly of Voting Shares representing ten percent (10%)
or more of the votes entitled to be cast by the holders of all then
outstanding Voting Shares or (ii) is an Affiliate or Associate of the
Corporation and at any time within the five-year period immediately 
prior to the Announcement Date was the beneficial owner of Voting Shares
representing ten percent (10%) or more of the votes entitled to be cast
by the holders of all then outstanding Voting Shares.  For the purpose 
of the number of Voting Shares of the Corporation considered to be 
outstanding includes shares considered to be beneficially owned by 
the person, but does not include any other unissued shares of Voting
Shares of the Corporation that may be issuable under any agreement,
arrangement, or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

4.  A person shall be a "Beneficial Owner" of any Capital Shares (i) 
which such person individually or any of its Affiliates or Associates
beneficially owns, directly or indirectly; (ii) which such person
individually or any of its Affiliates or Associates has, directly or
indirectly, (x) the right to acquire (whether such right is exercisable
immediately or subject only to the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise on 
conversion rights, exchange rights, warrants or options, or otherwise,
or (y) the right to vote pursuant to any agreement, arrangement or
understanding; or (iii) which is beneficially owned, directly or 
indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of Capital 
Shares.

5.  The term "Associate" when used to indicate a relationship with any 
person, means: (1) Any corporation or organization of which the person 
is an officer or partner or is, directly or indirectly, the Beneficial 
Owner of ten percent (10%) or more of any class or voting shares; (2) Any
trust or other estate in which the person has a substantial beneficial
interest, or as to which the person serves as trustee or in a similar
fiduciary capacity; and (3) Any relative or spouse of the person, or any
relative of the spouse, who has the same home as the person.

6.  The term "Affiliate" means a person that directly or indirectly 
through one (1) or more intermediaries, controls, is controlled by, or 
is under common control with a specified person.

7.  The term "Subsidiary" of the Corporation means any other corporation
of which voting shares constituting a majority of the outstanding voting
shares of the other corporation entitled to be cast are owned (directly or
indirectly) by the Corporation.

8.  The term "Market Value" means (i) in the case of shares, the highest
closing sale price during the 30-day period immediately preceding the 
date in question of such a share on the Composite Tape for New York Stock
Exchange listed shares, or, if such shares are not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such shares are not listed 
on such Exchange, on the principal United States securities exchange on 
which such shares are listed, or, if such shares are not listed on any 
such exchange, the highest closing bid quotation with respect to such 
a share during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc.  Automated Quotations
System or any similar system then in use, or if no such quotations are
available, the Market Value on the date in question of such a share as
determined by a majority of the directors in good faith; and (ii) in 
the case of property other than cash or shares, the Market Value of such
property on the date in question as determined in good faith by a 
majority of the directors.

9.  In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as
used in subparagraphs 3(a) and 3(b) of Section A of this ARTICLE VII shall
include the Common Shares and/or the shares of any other class or series 
of Capital Shares retained by the holders of such shares.

ARTICLE VIII

Indemnification

     Each director and each officer of the Corporation shall be 
indemnified by the Corporation to the fullest extent permitted by 
law against expenses (including attorney's fees) judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection within the defense of any proceeding in
which he or she was or is a party or is threatened to be made a party
by reason of being or having been a director or an officer of the 
Corporation.  Such right of indemnification is not exclusive of any
other rights to which such director or officer may be entitled under
any now or hereafter existing statute, any other provision of there 
Articles, bylaw, agreement, vote of shareholders or otherwise.  If 
the Indiana Business Corporation Law is amended to authorize corporate
action further eliminating or limiting the personal liability of 
directors, then the liability of a director of the corporation shall
be eliminated or limited to the fullest extent permitted by the Indiana
Business Corporation Law, as so amended.  Any repeal or modification 
of this Article VIII by the shareholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

ARTICLE IX

Amendments

     The Corporation reserves the right to amend, alter, change or 
repeal any provision in these Articles of Incorporation as permitted by
law, and all rights conferred on shareholders herein are granted subject 
to this reservation.  Notwithstanding the foregoing, the provision of 
Articles VI, VII, VIII and this Article IX may not be amended, altered,
change or repealed unless such amendment, alteration, change or repeal 
is approved by the affirmative vote of the holders of not less than 
seventy-five percent (75%) of the outstanding shares entitled to vote 
thereon.

ARTICLE X

Incorporator

     The name and post office address of the Incorporator of the Corporation is
as follows:

Richard M. Schumacher
Eichhorn, Eichhorn & Link
200 Russell Street
P.O. Box 6328
Hammond, IN 46325

This document must be signed by all Incorporators.


/s/Richard M. Schumacher