<PAGE>

                                                                Exhibit 3.1 (ii)










                  ---------------------------------------------



                            NATIONAL PROCESSING, INC.

                               CODE OF REGULATIONS
                              AMENDED AND RESTATED

                                As Adopted and in
                             Effect on May 16, 2003



                  ---------------------------------------------



<PAGE>

                                                                Exhibit 3.1 (ii)


                            NATIONAL PROCESSING, INC.

                               CODE OF REGULATIONS

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                                ------
<S>            <C>                                                                                              <C>
SHAREHOLDER MEETINGS ...............................................................................................1
         1.    Time and Place of Meetings ..........................................................................1
         2.    Annual Meeting ......................................................................................1
         3.    Special Meetings ....................................................................................1
         4.    Notice of Meetings ..................................................................................1
         5.    Inspectors ..........................................................................................2
         6.    Quorum ..............................................................................................2
         7.    Voting ..............................................................................................2
         8.    Order of Business ...................................................................................2

DIRECTORS...........................................................................................................4
         9.    Function.............................................................................................4
        10.    Number, Election, and Terms of Directors ............................................................4
        11.    Newly Created Directorships and Vacancies............................................................5
        12.    Removal..............................................................................................5
        13.    Nominations of Directors; Election...................................................................5
        14.    Resignation..........................................................................................6
        15.    Regular Meetings.....................................................................................6
        16.    Special Meetings.....................................................................................6
        17.    Quorum and Vote .....................................................................................7
        18.    Participation in Meetings by Communications Equipment................................................7
        19.    Committees...........................................................................................7
        20.    Compensation.........................................................................................7
        21.    Bylaws...............................................................................................7

OFFICERS............................................................................................................8
        22.    Generally............................................................................................8
        23.    Authority and Duties of Officers.....................................................................8
        24.    Compensation.........................................................................................8
        25.    Succession...........................................................................................8
</TABLE>

<PAGE>

                                                                Exhibit 3.1 (ii)

<TABLE>
<S>            <C>                                                                                              <C>
STOCK...............................................................................................................8
        26.    Transfer and Registration of Certificates............................................................8
        27.    Substituted Certificates.............................................................................8
        28.    Voting Of Shares Held by the Corporation.............................................................9
        29.    Record Dates and Owners..............................................................................9

INDEMNIFICATION AND INSURANCE.......................................................................................9
        30.    Indemnification......................................................................................9
        31.    Insurance...........................................................................................10
        32.    Agreements..........................................................................................10

GENERAL............................................................................................................10
        33.    Fiscal Year.........................................................................................10
        34.    Seal................................................................................................10
        35.    Amendments..........................................................................................10
</TABLE>

<PAGE>

                              SHAREHOLDER MEETINGS

                                  -------------

        1.      TIME AND PLACE OF MEETINGS. All meetings of the shareholders for
the election of directors or for any other purpose will be held at such time and
place, within or without the State of Ohio, as may be designated by the Board of
Directors or, in the absence of a designation by the Board of Directors, the
Chairman of the Board of Directors, if any (the "Chairman"), the President, or
the Secretary, and stated in the notice of meeting. The Board of Directors may
postpone and reschedule any previously scheduled annual or special meeting of
the shareholders.

        2.      ANNUAL MEETING. An annual meeting of the shareholders will be
held at such date and time as may be designated from time to time by the Board
of Directors, at which meeting the shareholders will elect directors to succeed
those directors whose terms expire at such meeting and will transact such other
business as may be brought properly before the meeting in accordance with
Regulation 8.

        3.      SPECIAL MEETINGS. (a) Special meetings of shareholders may be
called by the Chairman or the President or by a majority of the Board of
Directors acting with or without a meeting or by any person or persons who hold
not less than 50% of all the shares outstanding and entitled to be voted on any
proposal to be submitted at said meeting. Special meetings of the holders of
shares that are entitled to call a special meeting by virtue of any Preferred
Stock Designation may call such meetings in the manner and for the purposes
provided in the applicable terms of such Preferred Stock Designation. For
purposes of this Code of Regulations, "Preferred Stock Designation" has the
meaning ascribed to such term in the Amended Articles of Incorporation of the
Corporation, as may be amended from time to time.

                (b) Upon written request by any person or persons entitled to
        call a meeting of shareholders delivered in person or by certified mail
        to the Chairman, the President or the Secretary, such officer shall
        forthwith cause notice of the meeting to be given to the shareholders
        entitled to notice of such meeting in accordance with Regulation 4. If
        such notice shall not be given within 60 days after the delivery or
        mailing of such request, the person or persons requesting the meeting
        may fix the time of the meeting and give, or cause to be given, notice
        in the manner provided in Regulation 4.

        4.      NOTICE OF MEETINGS. Written notice of every meeting of the
shareholders called in accordance with these Regulations, stating the time,
place, and purposes for which the meeting is called, will be given by or at the
direction of the President, a Vice President, the Secretary or an Assistant
Secretary (or in case of their refusal, by the person or persons entitled to
call the meeting under Regulation 3). Such notice will be given not less than 7
nor more than 60 calendar days before the date of the meeting to each
shareholder of record entitled to notice of such meeting. If such notice is
mailed, it shall be addressed to the shareholders at their respective addresses
as they appear on the records of the Corporation, and notice shall be deemed to
have been given on the day so mailed. Notice of adjournment of a meeting need
not be given if the time and place to which it is adjourned are fixed and
announced at such meeting.

<PAGE>

        5.      INSPECTORS. Inspectors of election may be appointed to act at
any meeting of shareholders in accordance with Ohio law.

        6.      QUORUM. To constitute a quorum at any meeting of shareholders,
there shall be present in person or by proxy shareholders of record entitled to
exercise not less than a majority of the voting power of the Corporation in
respect of any one of the purposes for which the meeting is called, unless a
greater or lesser number is expressly provided for with respect to a particular
class or series of capital stock by the terms of any applicable Preferred Stock
Designation. Except as may be otherwise provided in any Preferred Stock
Designation, the holders of a majority of the voting power of the Corporation
represented in person or by proxy at a meeting of shareholders, whether or not a
quorum be present, may adjourn the meeting from time to time. For purposes of
this Code of Regulations, "voting power of the Corporation" has the meaning
ascribed to such term in the Amended Articles of Incorporation of the
Corporation, as may be amended from time to time.

        7.      VOTING. Except as otherwise expressly required by law, the
Amended Articles of Incorporation or this Code of Regulations, at any meeting of
shareholders at which a quorum is present, a majority of the votes cast, whether
in person or by proxy, on any matter properly brought before such meeting in
accordance with Regulation 8 will be the act of the shareholders. An abstention
shall not represent a vote cast. Every proxy must be duly executed and filed
with the Secretary. A shareholder may revoke any proxy that is not irrevocable
by attending the meeting and voting in person or by filing with the Secretary
written notice of revocation or a later appointment. The vote upon any question
brought before a meeting of the shareholders may be by voice vote, unless
otherwise required by law, the Amended Articles of Incorporation or this Code of
Regulations or unless the presiding officer otherwise determines.

        8.      ORDER OF BUSINESS. (a) The Chairman, or such other officer of
the Corporation designated by a majority of the total number of directors that
the Corporation would have if there were no vacancies on the Board of Directors
(such number being referred to as the "Whole Board"), will call meetings of
shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of shareholders will also determine the order
of business and have the authority in his or her sole discretion to regulate the
conduct of any such meeting including, without limitation, by imposing
restrictions on the persons (other than shareholders of the Corporation or their
duly appointed proxies) who may attend any such shareholders' meeting, by
ascertaining whether any shareholder or his proxy may be excluded from any
meeting of shareholders based upon any determination by the presiding officer,
in his sole discretion, that any such person has unduly disrupted or is likely
to disrupt the proceedings of the meeting, and by determining the circumstances
in which any person may make a statement or ask questions at any meeting of
shareholders.

                (b)     At an annual meeting of the shareholders, only such
        business will be conducted or considered as is properly brought before
        the meeting. To be properly brought before an annual meeting, business
        must be (i) specified in the notice of meeting

<PAGE>

        (or any supplement thereto) given by or at the direction of the
        President, a Vice President, the Secretary or an Assistant Secretary in
        accordance with Regulation 4, (ii) otherwise properly brought before the
        meeting by the presiding officer or by or at the direction of a majority
        of the Whole Board, or (iii) otherwise properly requested to be brought
        before the meeting by a shareholder of the Corporation in accordance
        with Regulation 8(c).

                (c)     For business to be properly requested by a shareholder
        to be brought before an annual meeting, the shareholder must (i) be a
        shareholder of the Corporation of record at the time of the giving of
        the notice for such annual meeting provided for in this Code of
        Regulations, (ii) be entitled to vote at such meeting, and (iii) have
        given timely notice thereof in writing to the Secretary. To be timely, a
        shareholder's notice must be delivered to or mailed and received at the
        principal executive offices of the Corporation not less than 30 nor more
        than 60 calendar days prior to the annual meeting; provided, however,
        that in the event public announcement of the date of the annual meeting
        is not made at least 75 calendar days prior to the date of the annual
        meeting, notice by the shareholder to be timely must be so received not
        later than the close of business on the 10th calendar day following the
        day on which public announcement is first made of the date of the annual
        meeting. A shareholder's notice to the Secretary must set forth as to
        each matter the shareholder proposes to bring before the annual meeting
        (A) a description in reasonable detail of the business desired to be
        brought before the annual meeting and the reasons for conducting such
        business at the annual meeting, (B) the name and address, as they appear
        on the Corporation's books, of the shareholder proposing such business
        and of the beneficial owner, if any, on whose behalf the proposal is
        made, (C) the class and number of shares of the Corporation that are
        owned beneficially and of record by the shareholder proposing such
        business and by the beneficial owner, if any, on whose behalf the
        proposal is made, and (D) any material interest of such shareholder
        proposing such business and the beneficial owner, if any, on whose
        behalf the proposal is made in such business. Notwithstanding the
        foregoing provisions of this Code of Regulations, a shareholder must
        also comply with all applicable requirements of the Securities Exchange
        Act of 1934, as amended, and the rules and regulations thereunder with
        respect to the matters set forth in this Regulation 8(c). For purposes
        of this Regulation 8(c) and Regulation 13, "public announcement" means
        disclosure in a press release reported by the Dow Jones News Service,
        Associated Press, or comparable national news service or in a document
        publicly filed by the Corporation with the Securities and Exchange
        Commission pursuant to Sections 13, 14, or 15(d) of the Securities
        Exchange Act of 1934, as amended, or publicly filed by the Corporation
        with any national securities exchange or quotation service through which
        the Corporation's stock is listed or traded, or furnished by the
        Corporation to its shareholders. Nothing in this Regulation 8(c) will be
        deemed to affect any rights of shareholders to request inclusion of
        proposals in the Corporation's proxy statement pursuant to Rule 14a-8
        under the Securities Exchange Act of 1934, as amended.

                (d)     At a special meeting of shareholders, only such business
        may be conducted or considered as is properly brought before the
        meeting. To be properly brought before a special meeting, business must
        be (i) specified in the notice of the

<PAGE>

        meeting (or any supplement thereto) given by or at the direction of the
        President, a Vice President, the Secretary or an Assistant Secretary (or
        in case of their failure to give any required notice, the other persons
        entitled to give notice) in accordance with Regulation 4 or (ii)
        otherwise brought before the meeting by the presiding officer or by or
        at the direction of a majority of the Whole Board.

                (e)     The determination of whether any business sought to be
        brought before any annual or special meeting of the shareholders is
        properly brought before such meeting in accordance with this Regulation
        8 will be made by the presiding officer of such meeting. If the
        presiding officer determines that any business is not properly brought
        before such meeting, he or she will so declare to the meeting and any
        such business will not be conducted or considered.


                                    DIRECTORS
                                     ------

        9.      FUNCTION. Except where the law, the Amended Articles of
Incorporation, or this Code of Regulations requires action to be authorized or
taken by the shareholders, all of the authority of the Corporation shall be
exercised by or under the direction of the Board of Directors.

        10.     NUMBER, ELECTION, AND TERMS OF DIRECTORS. (a) Except as may be
otherwise provided in any Preferred Stock Designation, the number of the
directors of the Corporation will not be less than five nor more than nine, as
may be determined from time to time only (i) by a vote of a majority of the
Whole Board, or (ii) by the affirmative vote of the holders of at least 80% of
the voting power of the Corporation, voting together as a single class.

                (b)     At any time when the number of directors of the
        Corporation is less than six, as determined in accordance with
        Regulation 10(a), the directors, other than those who may be expressly
        elected by virtue of the terms of any Preferred Stock Designation, will
        hold office for a term of one year expiring at the annual meeting of
        shareholders at which their successors are elected. At any time when the
        number of directors of the Corporation is six or more, as determined in
        accordance with Regulation 10(a), the directors, other than those who
        may be expressly elected by virtue of the terms of any Preferred Stock
        Designation, will be classified with respect to the time for which they
        severally hold office into at least two classes, as nearly equal in size
        as possible and consisting of not less than three directors in each
        class, designated Class I, Class II and, if appropriate, Class III. The
        directors first appointed to Class I will hold office for a term
        expiring at the annual meeting of shareholders to be held in the year
        next succeeding the year in which such directors are elected, and the
        directors first appointed to Class II will hold office for a term
        expiring at the annual meeting of shareholders to be held in the second
        year succeeding the year in which such directors are elected, and the
        directors first appointed to Class III, if any, will hold office for a
        term expiring in the third year succeeding the year in which such
        directors are elected, with the members of each class to

<PAGE>

        hold office until their successors are elected. Except as may be
        otherwise provided in any Preferred Stock Designation, at each annual
        meeting of the shareholders of the Corporation, the successors of the
        class of directors whose terms expire at that meeting shall be elected
        by plurality vote of all votes cast at such meeting to hold office for a
        term expiring (i) if there are two classes of directors, at the annual
        meeting of shareholders held in the second year following the year of
        their election, or (ii) if there are three classes of directors, at the
        annual meeting of shareholders held in the third year following the year
        of their election. Except as may be otherwise provided in any Preferred
        Stock Designation, directors may be elected by the shareholders only at
        an annual meeting of shareholders. No decrease in the number of
        directors constituting the Board of Directors may shorten the term of
        any incumbent director. Election of directors of the Corporation need
        not be by written ballot unless requested by the presiding officer or by
        the holders of a majority of the voting power of the Corporation.

        11.     NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as may be
otherwise provided in any Preferred Stock Designation, any vacancy (including
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other cause) may be filled only (i)
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director or (ii) by the affirmative vote of the shareholders after a vote to
increase the number of directors at a meeting called for that purpose in
accordance with this Code of Regulations. Any director elected in accordance
with the preceding sentence will hold office for the remainder of the full term
of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor has been elected.

        12.     REMOVAL. Any director may be removed from office by the
shareholders only in the manner provided in this Regulation 12. At any annual
meeting or special meeting of the shareholders, the notice of which states that
the removal of a director or directors is among the purposes of the meeting, the
affirmative vote by the holders of at least 65% of the voting power of the
Corporation may remove such director or directors with or without cause.

        13.     NOMINATIONS OF DIRECTORS; ELECTION. (a) Except as may be
otherwise provided in any Preferred Stock Designation, only persons who are
nominated in accordance with this Regulation 13 will be eligible for election at
a meeting of shareholders to be members of the Board of Directors of the
Corporation.

                (b)     Nominations of persons for election as directors of the
        Corporation may be made only at an annual meeting of shareholders (i) by
        or at the direction of the Board of Directors or a committee thereof or
        (ii) by any shareholder who is a shareholder of record at the time of
        giving of notice provided for in this Regulation 13, who is entitled to
        vote for the election of directors at such meeting, and who complies
        with the procedures set forth in this Regulation 13. All nominations by
        shareholders must be made pursuant to timely notice in proper written
        form to the Secretary.

<PAGE>

                (c)     To be timely, a shareholder's notice must be delivered
        to or mailed and received at the principal executive offices of the
        Corporation not less than 30 nor more than 60 calendar days prior to the
        annual meeting of shareholders; provided, however, that in the event
        that public announcement of the date of the annual meeting is not made
        at least 75 calendar days prior to the date of the annual meeting,
        notice by the shareholder to be timely must be so received not later
        than the close of business on the 10th calendar day following the day on
        which public announcement is first made of the date of the annual
        meeting. To be in proper written form, such shareholder's notice must
        set forth or include: (i) the name and address, as they appear on the
        Corporation's books, of the shareholder giving the notice and of the
        beneficial owner, if any, on whose behalf the nomination is made; (ii) a
        representation that the shareholder giving the notice is a holder of
        record of stock of the Corporation entitled to vote at such annual
        meeting and intends to appear in person or by proxy at the annual
        meeting to nominate the person or persons specified in the notice; (iii)
        the class and number of shares of stock of the Corporation owned
        beneficially and of record by the shareholder giving the notice and by
        the beneficial owner, if any, on whose behalf the nomination is made;
        (iv) a description of all arrangements or understandings between or
        among any of (A) the shareholder giving the notice, (B) the beneficial
        owner on whose behalf the notice is given, (C) each nominee, and (D) any
        other person or persons (naming such person or persons) pursuant to
        which the nomination or nominations are to be made by the shareholder
        giving the notice; (v) such other information regarding each nominee
        proposed by the shareholder giving the notice as would be required to be
        included in a proxy statement filed pursuant to the proxy rules of the
        Securities and Exchange Commission had the nominee been nominated, or
        intended to be nominated, by the Board of Directors; and (vi) the signed
        consent of each nominee to serve as a director of the Corporation if so
        elected. The presiding officer of any annual meeting may, if the facts
        warrant, determine that a nomination was not made in accordance with
        this Regulation 13, and if he or she should so determine, he or she will
        so declare to the meeting, and the defective nomination will be
        disregarded. Notwithstanding the foregoing provisions of this Regulation
        13, a shareholder must also comply with all applicable requirements of
        the Securities Exchange Act of 1934, as amended, and the rules and
        regulations thereunder with respect to the matters set forth in this
        Regulation 13.

        14.     RESIGNATION. Any director may resign at any time by giving
written notice of his resignation to the Chairman or the Secretary. Any
resignation will be effective upon actual receipt by any such person or, if
later, as of the date and time specified in such written notice.

        15.     REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held immediately after the annual meeting of the shareholders and at such
other time and place either within or without the State of Ohio as may from time
to time be determined by a majority of the Whole Board. Notice of regular
meetings of the Board of Directors need not be given.

        16.     SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman or the President on one day's notice to each director
by whom such notice is not waived, given either personally or by mail,
telephone, telegram, telex, facsimile, or similar

<PAGE>

medium of communication, and will be called by the Chairman or the President, in
like manner and on like notice, on the written request of not less than
one-third of the Whole Board. Special meetings of the Board of Directors may be
held at such time and place either within or without the State of Ohio as is
determined by a majority of the Whole Board or specified in the notice of any
such meeting.

        17.     QUORUM AND VOTE. At all meetings of the Board of Directors,
one-third of the total number of directors then in office will constitute a
quorum for the transaction of business. Except for the designation of committees
as hereinafter provided and except for actions required by this Code of
Regulations to be taken by a majority of the Whole Board, the act of a majority
of the directors present at any meeting at which a quorum is present will be the
act of the Board of Directors. If a quorum is not present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time to another time or place, without notice other than announcement at
the meeting, until a quorum is present.

        18.     PARTICIPATION IN MEETINGS BY COMMUNICATIONS EQUIPMENT. Meetings
of the Board of Directors or of any committee of the Board of Directors may be
held through any means of communications equipment if all persons participating
can hear each other, and such participation will constitute presence in person
at such meeting.

        19.     COMMITTEES. The Board of Directors may from time to time create
an executive committee or any other committee or committees of directors to act
in the intervals between meetings of the Board of Directors and may delegate to
such committee or committees any of its authority other than that of filling
vacancies among the Board of Directors or in any committee of the Board of
Directors. Each committee shall consist of one or more directors. The Board of
Directors may appoint one or more directors as alternate members of any such
committee to take the place of absent committee members at meetings of such
committee. Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Board of Directors pursuant to this
Regulation 19 shall constitute a quorum at any meeting thereof, and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of such committee. Action may be taken by any such committee without
a meeting by a writing or writings signed by all of its members. Any such
committee shall prescribe its own rules for calling and holding meetings and its
method of procedure, subject to any rules prescribed by the Board of Directors,
and will keep a written record of all action taken by it.

        20.     COMPENSATION. The Board of Directors may establish the
compensation and expense reimbursement policies for directors in exchange for
membership on the Board of Directors and on committees of the Board of
Directors, attendance at meetings of the Board of Directors or committees of the
Board of Directors, and for other services by directors to the Corporation or
any of its subsidiaries.

        21.     BYLAWS. The Board of Directors may adopt Bylaws for the conduct
of its meetings and those of any committees of the Board of Directors that are
not inconsistent with the Amended Articles of Incorporation or this Code of
Regulations.

<PAGE>

                                    OFFICERS
                                     ------

        22.     GENERALLY. The Corporation may have a Chairman, elected by the
directors from among their number, and shall have a President, a Secretary and a
Treasurer. The Corporation may also have one or more Vice Presidents and such
other officers and assistant officers as the Board of Directors may deem
appropriate. If the Board of Directors so desires, it may elect a Chief
Executive Officer to manage the affairs of the Corporation, subject to the
direction and control of the Board of Directors. All of the officers shall be
elected by the Board of Directors. Notwithstanding the foregoing, by
specification, the Board of Directors may authorize the Chairman or the
President to appoint any person to any office other than Chairman, President,
Secretary, or Treasurer. Any number of offices may be held by the same person,
and no two offices must be held by the same person. Any of the offices may be
left vacant from time to time as the Board of Directors may determine. In case
of the absence or disability of any officer of the Corporation or for any other
reason deemed sufficient by a majority of the Board of Directors, the Board of
Directors may delegate the absent or disabled officer's powers or duties to any
other officer or to any director.

        23.     AUTHORITY AND DUTIES OF OFFICERS. The officers of the
Corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices, or as may be specified from
time to time by the Board of Directors regardless of whether such authority and
duties are customarily incident to such office.

        24.     COMPENSATION. The compensation of all officers and agents of the
Corporation who are also members of the Board of Directors of the Corporation
will be fixed by the Board of Directors or by a committee of the Board of
Directors. The Board of Directors may fix, or delegate the power to fix, the
compensation of the other officers and agents of the Corporation to the Chief
Executive Officer or any other officer of the Corporation.

        25.     SUCCESSION. The officers of the Corporation will hold office
until their successors are elected. Any officer may be removed at any time by
the affirmative vote of a majority of the Whole Board. Any vacancy occurring in
any office of the Corporation may be filled by the Board of Directors or by the
Chairman or President as provided in Regulation 22.


                                      STOCK
                                       ---

        26.     TRANSFER AND REGISTRATION OF CERTIFICATES. The Board of
Directors shall have authority to make such rules and regulations as they deem
expedient concerning the issuance, transfer and registration of certificates for
shares and the shares represented thereby and may appoint transfer agents and
registrars thereof.

        27.     SUBSTITUTED CERTIFICATES. Any person claiming a certificate for
shares to have been lost, stolen or destroyed shall make an affidavit or
affirmation of that fact, shall give

<PAGE>

the Corporation and its registrar or registrars and its transfer agent or agents
a bond of indemnity satisfactory to the Board of Directors or a committee
thereof or to the President or a Vice President and the Secretary or the
Treasurer, whereupon a new certificate may be executed and delivered of the same
tenor and for the same number of shares as the one alleged to have been lost,
stolen or destroyed.

        28.     VOTING OF SHARES HELD BY THE CORPORATION. Unless otherwise
ordered by the Board of Directors, the President in person or by proxy or
proxies appointed by him will have full power and authority on behalf of the
Corporation to vote, act and consent with respect to any shares issued by other
corporations that the Corporation may own.

        29.     RECORD DATES AND OWNERS. (a) In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, the Board of Directors may fix a record
date, which will not be less than 7 nor more than 60 calendar days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining shareholders entitled to notice of or to vote at a
meeting of shareholders will be the date next preceding the day on which notice
is given, or, if notice is waived, at the date next preceding the day on which
the meeting is held.

                (b)     The Corporation will be entitled to treat the person in
        whose name shares are registered on the books of the Corporation as the
        absolute owner thereof, and will not be bound to recognize any equitable
        or other claim to, or interest in, such share on the part of any other
        person, whether or not the Corporation has knowledge or notice thereof,
        except as expressly provided by applicable law.


                          INDEMNIFICATION AND INSURANCE
                                ----------------

        30.     INDEMNIFICATION. The Corporation shall indemnify, to the full
extent then permitted by law, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a member of the Board of Directors or an officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Corporation shall pay, to the full extent then required by law, expenses,
including attorney's fees, incurred by a member of the Board of Directors in
defending any such action, suit or proceeding as they are incurred, in advance
of the final disposition thereof, and may pay, in the same manner and to the
full extent then permitted by law, such expenses incurred by any other person.
The indemnification and payment of expenses provided hereby shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under any law, the Amended Articles of Incorporation,
any agreement, vote of shareholders or disinterested members of the Board of
Directors, or otherwise, both as to action in official capacities and as to
action in another capacity while he or she is a member of the Board of
Directors, or an officer, employee or agent of the Corporation,

<PAGE>

and shall continue as to a person who has ceased to be a member of the Board of
Directors, trustee, officer, employee or agent and shall inure to the benefit of
the heirs, executors, and administrators of such a person.

        31.     INSURANCE. The Corporation may, to the full extent then
permitted by law and authorized by the Board of Directors, purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit or self-insurance, on behalf of or for any persons
described in Regulation 30 against any liability asserted against and incurred
by any such person in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability. Insurance may be purchased from or maintained with a
person in which the Corporation has a financial interest.

        32.     AGREEMENTS. The Corporation, upon approval by the Board of
Directors, may enter into agreements with any persons whom the Corporation may
indemnify under this Code of Regulations or under law and undertake thereby to
indemnify such persons and to pay the expenses incurred by them in defending any
action, suit or proceeding against them, whether or not the Corporation would
have the power under law or this Code of Regulations to indemnify any such
person.

                                     GENERAL
                                      -----

        33.     FISCAL YEAR. The fiscal year of the Corporation will end on the
thirty-first day of December in each calendar year or such other date as may be
fixed from time to time by the Board of Directors.

        34.     SEAL. The Board of Directors may adopt a corporate seal and use
the same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

        35.     AMENDMENTS. Except as otherwise provided by law or by the
Amended Articles of Incorporation or this Code of Regulations, these Regulations
or any of them may be amended in any respect or repealed at any time at any
meeting of shareholders, provided that any amendment or supplement proposed to
be acted upon at any such meeting has been described or referred to in the
notice of such meeting. Notwithstanding the foregoing sentence or anything to
the contrary contained in the Amended Articles of Incorporation or this Code of
Regulations, Regulations 1, 3(a), 8, 10, 11, 12, 13, 30 and 35 may not be
amended or repealed by the shareholders, and no provision inconsistent therewith
may be adopted by the shareholders, without the affirmative vote of the holders
of at least 80% of the voting power of the Corporation, voting together as a
single class. Notwithstanding the foregoing provisions of this Regulation 35, no
amendment to Regulations 30, 31 or 32 will be effective to eliminate or diminish
the rights of persons specified in those Regulations existing at the time
immediately preceding such amendment.