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Exhibit 10.2
 
 ARTICLE I.
 Registered Office
 Other Offices
 Fiscal Year
 ARTICLE II.
 Manner of Giving Notice
 General Rule
 Adjourned Shareholder Meetings




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Notice of Meetings of the Board of Directors
  Notice of Meetings of Shareholders
 General Rule
 Notice of Action by Shareholders on Bylaws
 Waiver of Notice
 Written Waiver
 Waiver by Attendance
 2




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Modification of Proposal Contained in Notice
 Exception to Requirement of Notice
 General Rule
 Shareholders Without Forwarding Addresses
 Use of Conference Telephone and Similar Equipment
 ARTICLE III.
 Place of Meeting
 3




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Annual Meeting
 Special Meetings
 Quorum and Adjournment
 General Rule
 Withdrawal of a Quorum
 Adjournments Generally
 Electing Directors at Adjourned Meeting
 4




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Other Action in Absence of Quorum
 Action by Shareholders
 General Rule
 Conduct of Business
   5




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6




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Organization
 Presiding Officer and Secretary of Meeting
 Rules of Conduct
 Voting Rights of Shareholders
 Voting and other Action by Proxy
 General Rule
 7




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Form of Proxy
 Revocation
 Expenses
 Voting by Fiduciaries and Pledgees
 Voting by Joint Holders of Shares
 General Rule
 8




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Exception
 Voting by Corporations
 Voting by Corporate Shareholders
 Controlled Shares
 Determination of Shareholders of Record
 Fixing Record Date
 9




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Determination When Record Date Is Not Fixed
   Certification by Nominee
 Voting Lists
 General Rule
 Effect of List
 Judges of Election
 Appointment
 10




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Vacancies
 Duties
 Report
 Minors as Security Holders
 ARTICLE IV.
 Powers
 General Rule
 11




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Personal Liability of Directors
      Directors
    12




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Qualifications and Selection of Directors
 Qualifications
 Notice of Certain Nominations Required
 Contents of Notice
     13




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(6)
    
    a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder;(7)
    
    a representation that each nominee meets the objective criteria
for independence under applicable New York Stock Exchange listing standards
and any additional objective criteria for independence under corporate
governance principles approved by the board of directors; and(8)
    
    the signed consent of each nominee to serve as a director of
the corporation if so elected and to be bound by Sections 4.02 and 4.03 of the
bylaws.
 Determination of Compliance
 Election of Directors
 14




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Number and Term of Office
 Number
 Term of Office
 Resignation  General
 Irrevocable Resignation
 Annual Election of Board of Directors
 15




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Vacancies
 General Rule
 Action by Resigned Directors
 Removal of Directors
 Removal by the Shareholders
 Removal by the Board
 Place of Meetings
 Organization of Meetings
 16




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Regular Meetings
 Special Meetings
 Quorum of and Action by Directors
 General Rule
 Action by Written Consent
 Notation of Dissent
 17




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Committees of the Board
 Establishment and Powers
      Alternate Committee Members
 Term
 Committee Procedures
 Compensation
 18




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ARTICLE V.
 Officers Generally
 Number, Qualifications and Designation
 Bonding
 Election, Term of Office and Resignations
 Election and Term of Office
 Resignations
 Subordinate Officers, Committees and Agents
 Removal of Officers and Agents
 Vacancies
 19




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Authority
 General Rule
 Chief Executive Officer
 Chairman of the Board; Vice Chairman of the Board
 The Chief Executive Officer
 The President
 20




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The Vice Presidents
 The Secretary
 The Treasurer
 Salaries
 21




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ARTICLE VI.
 Share Certificates
 Form of Certificates
 Share Register
 Issuance
 Transfer
 Record Holder of Shares
 Lost, Destroyed or Mutilated Certificates
 22




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ARTICLE VII.
 Right to Indemnification
 Right to Advancement of Expenses
 23




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Right of Indemnitee to Bring Suit
 Non-Exclusivity of Rights
 Insurance
 24




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Indemnification of Employees and Agents of the Corporation
 Interpretation
 ARTICLE VIII.
 Scope of Article
 Special Meetings of the Board
 Emergency Committee of the Board
 Composition
         25




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Powers
 Quorum
 Status
 ARTICLE IX.
 Corporate Seal
 Checks
 Contracts
 Interested Directors or Officers; Quorum
 General Rule
 26




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Quorum
 Deposits
 Corporate Records
 Required Records
 Right of Inspection
 27




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Amendment of Bylaws
 General Rule
 Effective Date
  28