EXHIBIT 3.A


Article Eleven of the First Restated Articles of Incorporation of
the Company as amended:

1.   No director shall be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Section 1 shall
not eliminate or limit the liability of any director (i) for any
breach of such director's duty of loyalty to the Corporation or
its shareholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of
law, (iii) under Section 8.65 of the Illinois Business
Corporation Act, as amended from time to time, or (iv) for any
transaction from which such director derived an improper personal
benefit; and provided, further, that this Section 1 shall not
eliminate or limit the liability of any director for any act or
omission occurring before the effective date hereof.  The
objective of this Section 1 is to eliminate or limit the
liability of directors of the Corporation to the fullest extent
permitted by applicable Illinois law, including Section
2.10(b)(3) of the Illinois Business Corporation Act, as in effect
on the date this Section shall become effective, and by any
subsequent amendment thereto to the extent that such amendment
shall authorize or permit such liability to be further eliminated
or limited.

2.   Any person made a party to or involved in any litigation
(which term shall include any actual or threatened civil,
criminal, administrative or arbitration action, proceeding,
claim, suit or appeal therefrom) by reason of the fact that such
person at any time was or is a director, officer or employee of
the Corporation, or by reason of the fact that, at the request of
the Corporation, such person served or is serving as a director,
officer or employee of any business corporation, not-for-profit
corporation, joint venture, trade association or other entity,
shall be indemnified by the Corporation against all liabilities,
judgments, fines and amounts paid in settlement and all expenses
(including attorneys' fees) actually and reasonably incurred by
such person arising out of or in connection with any such
litigation, if such person acted in good faith and in a manner
which such person reasonably believed to be in, or not opposed
to, the best interests of the Corporation or any such business
corporation, not-for-profit corporation, joint venture, trade
association or other entity and, in the case of criminal
litigation, such person had no reasonable cause to believe that
his or her conduct was unlawful; provided, however, that such
person shall not be indemnified hereunder if, in the case of
litigation by or in the right of the Corporation, it shall  be
finally determined in such litigation that such person breached
his or her duty to the Corporation or any such business
corporation, not-for-profit corporation, joint venture, trade
association or other entity unless, and then only to the extent
that, a court shall finally determine that, despite such breach
of duty, such person, in view of all the circumstances relating
to such litigation, is fairly and reasonably entitled to
indemnification under this paragraph 1.  

3.   Any action taken or omitted to be taken by any such
director, officer or employee in good faith and in compliance
with or pursuant to any order, determination, approval or
permission made or given by a commission, board, official or
other agency of the United States or of any state or other
governmental authority with respect to the property or affairs of
the Corporation or any such business corporation, not-for-profit
corporation, joint venture, trade association or other entity
over which such commission, board, official or agency has
jurisdiction or authority or purports to have jurisdiction or
authority shall be deemed prima facie to be in compliance with
the applicable standard of conduct set forth in paragraph 1,
whether or not it may thereafter be determined that such order,
determination, approval or permission was unauthorized,
erroneous, unlawful or otherwise improper.  

4.   Unless finally determined as provided in paragraph 1, the
termination of any litigation, whether by judgment, settlement,
conviction or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that the person seeking
indemnification did not meet the applicable indemnification
standard set forth in paragraph 1.  

5.   Except where a person has been successful on the merits with
respect to any such litigation, any indemnification hereunder
shall be made only after (a) the Board of Directors (acting by a
quorum consisting only of directors who were not involved in such
litigation) determines that such person met the applicable
indemnification standard set forth in paragraph 1 or (b) in the
absence of such a quorum, a panel (selected in the following
manner) determines that such person met the applicable
indemnification standard set forth in paragraph 1: one member of
such panel shall be selected by the members of the Board of
Directors who were not involved in such litigation, or, if there
should be no such directors, then by the senior-ranking officer
of the Corporation who was not involved in such litigation; one
member of such panel shall be selected by the person seeking
indemnification; and the third member of such panel shall be
selected by the first two members or, in the event such two panel
members cannot agree within 30 days, by the President of the
Illinois State Bar Association.  Such panel shall make its
determination by arbitration in accordance with the laws of the
State of Illinois.  Judgment upon the award rendered by such
panel may be entered in any court having jurisdiction thereof.  

6.   Advances may be made by the Corporation against costs,
expenses and fees arising out of, or in connection with, any such
litigation at the discretion of, and upon such terms (but always
subject to the final determination of a person's right to
indemnification) as may be determined by, the Board of Directors. 

7.   The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer or employee of the Corporation, or is or was serving, at
the request of the Corporation, as a director, officer or
employee of any business corporation, not-for-profit corporation,
joint venture, trade association or other entity, against any
liability asserted against such person which was incurred in any
such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify
such person against any such liability under the provisions of
this Article.  

8.   The right of indemnification provided hereunder shall not be
deemed exclusive of any other right to indemnification to which
any person may be entitled, or of any other indemnification which
may lawfully be granted to any person in addition to the
indemnification provided hereunder.  Indemnification provided
hereunder shall, in the case of the death of the person entitled
to indemnification, inure to the benefit of such person's heirs,
executors or other lawful representatives.  

9.   The invalidity or unenforceability of any provision of this
Article shall not affect the validity or enforceability of any
other provision of this Article.