Amendment 2 to By-Laws

                                   ARTICLE I
                                  SHAREHOLDERS


     SECTION 1.07. General Right to Vote;  Proxies.  Unless the Charter provides
for a  greater  or lesser  number of votes per share or limits or denies  voting
rights,  each  outstanding  share of stock,  regardless  of class or series,  is
entitle  to one  vote  on  each  matter  submitted  to a vote  at a  meeting  of
shareholders.  In all elections for directors,  each share of stock may be voted
for as many  individuals  as there are  directors  to be  elected  and for whose
election the share is entitled to be voted.  All voting  rights for the election
of directors are  non-cumulative.  A  shareholder  may vote the stock he owns of
record  either in person,  by telephonic  means,  through use of the Internet or
written proxy signed by the  shareholder or by his duly  authorized  attorney in
fact.  Unless a proxy  provides  otherwise,  it is not valid more than 11 months
after its date.


Effective April 30, 2001