<PAGE>   1
                                 EXHIBIT 4(d)
                                 ------------

                    Code of Regulations of the Registrant
<PAGE>   2

                               CODE OF REGULATIONS

                                       OF

                           THE PROGRESSIVE CORPORATION
                           (as amended April 25, 1997)

                                    ARTICLE I

                            Meetings of Shareholders
                            ------------------------

            Section 1. ANNUAL MEETINGS. The annual meeting of shareholders shall
be held at such time and on such date in the month of April of each year
(beginning in 1972) as may be fixed by the board of directors and stated in the
notice of the meeting, for the election of directors the consideration of
reports to be laid before such meeting and the transaction of such other
business as may properly come before the meeting.

            Section 2. SPECIAL MEETINGS. Special meetings of the shareholders
shall be called upon the written request of the president, the directors by
action at a meeting, a majority of the directors acting without a meeting, or of
the holders of shares entitling them to exercise twenty-five percent (25%) of
the voting power of the corporation entitled to vote thereat. Calls for such
meetings shall specify the time, place, and purposes thereof. No business other
than that specified in the call shall be considered at any special meeting.

            Section 3. NOTICES OF MEETINGS. Unless waived, written notice of
each annual or special meeting stating the time, place, and the purposes thereof
shall be given by personal delivery or by mail to each shareholder of record
entitled to vote at or entitled to notice of the meeting, not more than sixty
(60) days nor less than seven (7) days before any such meeting. If mailed, such
notice shall be directed to the shareholder at his address as the same appears
upon the records of the corporation. Any shareholder, either before or after any
meeting, may waive any notice required to be given by law or under these
Regulations.

            Section 4. PLACE OF MEETINGS. Meetings of shareholders shall be held
at the principal office of the corporation unless the board of directors
determines that a meeting shall be held at some other place within or without
the State of Ohio and causes the notice thereof to so state.

            Section 5. QUORUM. The holders of shares entitling them to exercise
a majority of the voting power of the corporation entitled to vote at any
meeting, present in person or by proxy, shall constitute a quorum for the
transaction of business to be considered at such meeting; provided, however,
that no action required by law or by the Articles of Incorporation or these
Regulations to be authorized or taken by the holders of a designated proportion
of the shares of any particular class or of each class may be authorized or
taken by a lesser proportion. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time, until a quorum shall be present.



                                       1
<PAGE>   3

            Section 6. RECORD DATE. The board of directors may fix a record date
for any lawful purpose, including, without limiting the generality of the
foregoing, the determination of shareholders entitled to (i) receive notice of
or to vote at any meeting, (ii) receive payment of any dividend or distribution,
(iii) receive or exercise rights of purchase of or subscription for, or exchange
or conversion of, shares or other securities, subject to any contract right with
respect thereto, or (iv) participate in the execution of written consents,
waivers or releases. Said record date, which shall not be a date earlier than
the date on which the record date is fixed, shall not be more than sixty (60)
days preceding the date of such meeting, the date fixed for the payment of any
dividend or distribution or the date fixed for the receipt or the exercise of
rights, as the case may be.

            If a record date shall not be fixed, the record date for the
determination of shareholders who are entitled to notice of, or who are entitled
to vote at, a meeting of shareholders, shall be the close of business on the
date next preceding the day on which notice is given, or the close of business
on the date next preceding the day on which the meeting is held, as the case may
be.

            Section 7. PROXIES. A person who is entitled to attend a
shareholders' meeting, to vote thereat, or to execute consents, waivers or
releases, may be represented at such meeting or vote thereat, and execute
consents, waivers and releases, and exercise any of his other rights, by proxy
or proxies appointed by a writing signed by such person.

                                   ARTICLE II

                                    Directors
                                    ---------

            Section 1. NUMBER AND CLASSIFICATION OF DIRECTORS. The number of
directors of the corporation, none of whom need to be a shareholder or resident
of the State of Ohio, shall be ten, and such directors shall be divided into
three classes as nearly equal in number as possible, to be known as Class I,
Class II and Class III. The classes shall be elected to staggered terms. The
shareholders, acting by the affirmative vote of the holders of record of shares
representing 75% of the voting power of the corporation on such proposal, may,
from time to time, increase or decrease the number of directors, but in no case
shall the number of directors be fewer than five or more than twelve nor shall
any decrease in the number of directors shorten the term of any director then in
office. In case of any increase in the number of directors, the directors then
in office may select the class or classes to which the additional directors
shall be assigned, provided that the directors shall be distributed among the
several classes as nearly equally as possible.

            Section 2. ELECTION OF DIRECTORS. Directors shall be elected at the
annual meeting of shareholders, but when the annual meeting is not held or
directors are not elected thereat, they may be elected at a special meeting
called and held for that purpose. Such election shall be by ballot whenever
requested by any shareholder entitled to vote at such election; but, unless such
request is made, the election may be conducted in any manner approved at such
meeting.

            At each meeting of shareholders for the election of directors, the
persons receiving the greatest number of votes shall be directors.

            Section 3. TERM OF OFFICE. The term of office for each director
shall be three years and the members of one class of directors shall be elected
annually to serve for such term; except that,



                                       2
<PAGE>   4

initially or whenever necessary, a director may be elected for a shorter term in
order to provide for a proper rotation of directors. At the 1997 Annual Meeting
of Shareholders, Class I directors shall be elected for a term expiring at the
1998 Annual Meeting of Shareholders, Class II directors shall be elected for a
term expiring at the 1999 Annual Meeting of Shareholders and Class III directors
shall be elected for a term expiring at the 2000 Annual Meeting of Shareholders.
Each director shall hold office until the annual meeting of shareholders
coinciding with the termination of the term of the class of directors to which
he or she was elected and until his or her successor shall be elected and
qualified or until his or her earlier resignation, removal from office or death.

            Section 4. REMOVAL. All directors, or all directors of a particular
class, or any individual director may be removed from office, without assigning
any cause, by the affirmative vote of the holders of record of shares
representing 75% of the voting power of the corporation with respect to the
election of directors, provided that unless all the directors, or all the
directors of a particular class, are removed, no individual director shall be
removed if the votes of a sufficient number of shares are cast against his or
her removal which, if cumulatively voted at an election of all the directors, or
all the directors of a particular class, as the case may be, would be sufficient
to elect at least one director. In case of any such removal, a new director may
be elected at the same meeting for the unexpired term of each director removed.

            Section 5. VACANCIES. Vacancies in the board of directors may be
filled for the remainder of the unexpired term by a majority vote of the
remaining directors. The directors appointed to fill such vacancies shall be
assigned to such class or classes as the directors then in office shall
determine, provided that the directors shall be distributed among the several
classes as nearly equally as possible. Any director appointed to fill a vacancy
in the board shall serve until the expiration of the term of the class of
directors to which he or she has been appointed and until his or her successor
shall be elected and qualified.

            Section 6. QUORUM AND TRANSACTION OF BUSINESS. A majority of the
whole authorized number of directors shall constitute a quorum for the
transaction of business, except that a majority of the directors in office shall
constitute a quorum for filling a vacancy on the board. Whenever less than a
quorum is present at the time and place appointed for any meeting of the board,
a majority of those present may adjourn the meeting from time to time, until a
quorum shall be present. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the board.

            Section 7. ANNUAL MEETING. Annual meetings of the board of directors
shall be held immediately following annual meetings of the shareholders, or as
soon thereafter as is practicable. If no annual meeting of the shareholders is
held, or if directors are not elected thereat, then the annual meeting of the
board of directors shall be held immediately following any special meeting of
the shareholders at which directors are elected, or as soon thereafter as is
practicable. If such annual meeting of directors is held immediately following a
meeting of the shareholders, it shall be held at the same place at which such
meeting of shareholders was held.

            Section 8. REGULAR MEETINGS. Regular meetings of the board of
directors shall be held at such times and places, within or without the State of
Ohio, as the board of directors may, by resolution or by-law, from time to time,
determine. The secretary shall give notice of each such resolution or bylaw to
any director who was not present at the time the same was adopted, but no
further notice of such regular meeting need be given.



                                       3
<PAGE>   5

            Section 9. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by the chairman of the board or the president to be held
at such times and places within or without the State of Ohio as the person
calling such meeting shall specify. In addition, any two members of the board of
directors may call special meetings of the board of directors to be held at the
principal office of the corporation at such times as they may specify.

            Section 10. NOTICE OF ANNUAL OR SPECIAL MEETINGS. Notice of the time
and place of each annual or special meeting shall be given to each director by
the secretary or by the person or persons calling such meeting. Such notice need
not specify the purpose or purposes of the meeting and may be given in any
manner or method and at such time so that the director receiving it may have
reasonable opportunity to attend the meeting. Such notice shall, in all events,
be deemed to have been properly and duly given if mailed at least forty-eight
(48) hours prior to the meeting and directed to the residence of each director
as shown upon the secretary's records. The giving of notice shall be deemed to
have been waived by any director who shall attend and participate in such
meeting and may be waived, in a writing, by any director either before or after
such meeting.

            Section 11. COMPENSATION. The directors, as such, shall be entitled
to receive such reasonable compensation for their services as may be fixed from
time to time by resolution of the board, and expenses of attendance, if any, may
be allowed for attendance of each annual, regular or special meeting of the
board. Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of the executive committee or of any standing or special
committee may by resolution of the board be allowed such compensation for their
services as the board may deem reasonable, and additional compensation may be
allowed to directors for special services rendered.

            Section 12. BY-LAWS. For the government of its actions, the board of
directors may adopt by-laws consistent with the Articles of Incorporation and
these Regulations.

            Section 13. NOTIFICATION OF NOMINATIONS. Subject to the rights of
the holders of any class or series of stock of the corporation having a
preference over the Common Shares as to dividends or upon liquidation to elect
directors under specified circumstances, nominations for the election of
directors may be made only by the Board of Directors or a committee of the Board
of Directors or, subject to this Section 13, by any shareholder of record
entitled to vote in the election of directors generally. A shareholder of record
entitled to vote in the election of directors generally may nominate one or more
persons for election as directors at a meeting of shareholders only if written
notice of such shareholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the corporation and has been received by the
Secretary of the corporation on or before the following dates, as applicable:
(i) with respect to an election to be held at an annual meeting of shareholders,
60 days in advance of such meeting, or (ii) with respect to an election to be
held at a special meeting of shareholders, the close of business on the tenth
day following the date on which notice of such meeting is first given to
shareholders. For purposes of this Section 13, notice shall be deemed to be
first given to shareholders when disclosure of such date is first made in a
press release reported by the Dow Jones News Services, 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.



                                       4
<PAGE>   6


            Each such notice shall set forth:

            (a) the name and address of the shareholder who intends to make the
nomination or nominations;

            (b) a representation that the shareholder is a holder of record of
shares of the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice;

            (c) the name, address and principal occupation or employment of each
person to be so nominated;

            (d) a description of all arrangements or understandings between 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; and

            (e) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, as then
in effect, had the nominee been nominated, or intended to be nominated, by the
Board of Directors.

            To be effective, each notice of intent to make a nomination given
hereunder must be accompanied by the written consent of each such nominee to
serve as a director of the corporation if elected.

            The presiding officer at the meeting may refuse to acknowledge the
nomination of any person or persons not made in compliance with the provisions
hereof and may declare at such meeting that any such nomination was not properly
brought before the meeting and shall not be considered.

                                   ARTICLE III

                                   Committees
                                   ----------

            Section 1. EXECUTIVE COMMITTEE. The board of directors may from time
to time, by resolution passed by a majority of the whole board, create an
executive committee of three or more directors, the members of which shall be
elected by the board of directors to serve during the pleasure of the board. If
the board of directors does not designate a chairman of the executive committee,
the executive committee shall elect a chairman from its own number. Except as
otherwise provided herein and in the resolution creating an executive committee,
such committee shall, during the intervals between the meetings of the board of
directors, possess and may exercise all of the powers of the board of directors
in the management of the business and affairs of the corporation, other than
that of filling vacancies among the directors or in any committee of the
directors. The executive committee shall keep full records and accounts of its
proceedings and transactions. All action by the executive committee shall be
reported to the board of directors at its meeting next succeeding such action
and shall be subject to control, revision and alteration by the board of
directors, provided that no rights of third persons shall be prejudicially
affected thereby.



                                       5
<PAGE>   7

Vacancies in the executive committee shall be filled by the directors, and the
directors may appoint one or more directors as alternate members of the
committee who may take the place of any absent member or members at any meeting.

            Section 2. MEETINGS OF EXECUTIVE COMMITTEE. Subject to the
provisions of these Regulations, the executive committee shall fix its own rules
of procedure and shall meet as provided by such rules or by resolutions of the
board of directors, and it shall also meet at the call of the president, the
chairman of the executive committee or any two members of the committee. Unless
otherwise provided by such rules or by such resolutions, the provisions of
Section 10 of Article II relating to the notice required to be given of meetings
of the board of directors shall also apply to meetings of the executive
committee. A majority of the executive committee shall be necessary to
constitute a quorum. The executive committee may act in a writing, or by
telephone with written confirmation, without a meeting, but no such action of
the executive committee shall be effective unless concurred in by all members of
the committee.

            Section 3. OTHER COMMITTEES. The board of directors may by
resolution provide for such other standing or special committees as it deems
desirable, and discontinue the same at pleasure. Each such committee shall have
such powers and perform such duties, not inconsistent with law, as may be
delegated to it by the board of directors. The provisions of Section 1 and
Section 2 of this Article shall govern the appointment and action of such
committees so far as consistent, unless otherwise provided by the board of
directors. Vacancies in such committees shall be filled by the board of
directors or as the board of directors may provide.

                                   ARTICLE IV

                                    OFFICERS

            Section 1. GENERAL PROVISIONS. The board of directors shall elect a
president, such number of vice presidents as the board may from time to time
determine, a secretary and a treasurer and, in its discretion, a chairman of the
board of directors. The board of directors may from time to time create such
offices and appoint such other officers, subordinate officers and assistant
officers as it may determine. The president, any vice president who succeeds to
the office of the president, and the chairman of the board shall be, but the
other officers need not be, chosen from among the members of the board of
directors. Any two of such offices, other than that of president and vice
president, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.

            Section 2. TERM OF OFFICE. The officers of the corporation shall
hold office during the pleasure of the board of directors, and, unless sooner
removed by the board of directors, until the organization meeting of the board
of directors following the date of their election and until their successors are
chosen and qualified. The board of directors may remove any officer at any time,
with or without cause. A vacancy in any office, however created, shall be filled
by the board of directors.



                                       6
<PAGE>   8

                                    ARTICLE V

                               DUTIES OF OFFICERS

            Section 1. CHAIRMAN OF THE BOARD. The chairman of the board, if one
be elected, shall preside at all meetings of the board of directors and shall
have such other powers and duties as may be prescribed by the board of
directors.

            Section 2. PRESIDENT. The president shall be the chief executive
officer of the corporation and shall exercise supervision over the business of
the corporation and over its several officers, subject, however, to the control
of the board of directors. He shall preside at all meetings of shareholders,
and, in the absence of the chairman of the board, or if a chairman of the board
shall not have been elected, shall also preside at meetings of the board of
directors. He shall have authority to sign all certificates for shares and all
deeds, mortgages, bonds, agreements, notes, and other instruments requiring his
signature; and shall have all the powers and duties prescribed by Chapter 1701
of the Revised Code of Ohio and such others as the board of directors may from
time to time assign to him.

            Section 3. VICE PRESIDENTS. The vice presidents shall have such
powers and duties as may from time to time be assigned to them by the board of
directors or the president. At the request of the president, or in the case of
his absence or disability, the vice president designated by the president (or in
the absence of such designation, the vice president designated by the board)
shall perform all the duties of the president and, when so acting, shall have
all the powers of the president. The authority of vice presidents to sign in the
name of the corporation certificates for shares and deeds, mortgages, bonds,
agreements, notes and other instruments shall be coordinate with like authority
of the president.

            Section 4. SECRETARY. The secretary shall keep minutes of all the
proceedings of the shareholders and board of directors and shall make proper
record of the same, which shall be attested by him; shall have authority to sign
all certificates for shares and all deeds, mortgages, bonds, agreements, notes,
and other instruments executed by the corporation requiring his signature; shall
give notice of meetings of shareholders and directors; shall produce on request
at each meeting of shareholders a certified list of shareholders arranged in
alphabetical order; shall keep such books as may be required by the board of
directors; and shall have such other powers and duties as may from time to time
be assigned to him by the board of directors or the president.

            Section 5. TREASURER. The treasurer shall have general supervision
of all finances; he shall receive and have in charge all money, bills, notes,
deeds, leases, mortgages and similar property belonging to the corporation, and
shall do with the same as may from time to time be required by the board of
directors. He shall cause to be kept adequate and correct accounts of the
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, stated capital and shares,
together with such other accounts as may be required, and upon the expiration of
his term of office shall turn over to his successor or to the board of directors
all property, books, papers and money of the corporation in his hands; and shall
have such other powers and duties as may from time to time be assigned to him by
the board of directors or the president.



                                       7
<PAGE>   9

            Section 6. ASSISTANT AND SUBORDINATE OFFICERS. The board of
directors may appoint such assistant and subordinate officers as it may deem
desirable. Each such officer shall hold office during the pleasure of the board
of directors, and perform such duties as the board of directors or the president
may prescribe.

            The board of directors may, from time to time, authorize any officer
to appoint and remove subordinate officers, to prescribe their authority and
duties, and to fix their compensation.

            Section 7. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence of
any officer of the corporation, or for any other reason the board of directors
may deem sufficient, the board of directors may delegate, for the time being,
the powers or duties, or any of them, of such officers to any other officer or
to any director.

                                   ARTICLE VI

                          INDEMNIFICATION AND INSURANCE

            Section 1. INDEMNIFICATION. The corporation shall indemnify each
director, officer and employee and each former director, officer and employee of
the corporation, and each person who is serving or has served at its request as
a director, officer or employee of another corporation, against expenses,
judgements, decrees, fines, penalties or amounts paid in settlement in
connection with the defense of any past, pending or threatened action, suit or
proceeding, criminal or civil, to which he was, is or may be made a party by
reason of being or having been such director, officer or employee, provided a
determination is made (i) by the directors of the corporation acting at a
meeting at which a quorum consisting of directors who neither were nor are
parties to or threatened with any such action, suit or proceeding is present, or
(ii) by the shareholders of the corporation at a meeting held for such purpose
by the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the corporation on such proposal or without a
meeting by the written consent of the holders of shares entitling them to
exercise two-thirds of the voting power on such proposal, that (a) such
director, officer or employee was not, and has not been adjudicated to have
been, negligent or guilty of misconduct in the performance of his duty to the
corporation of which he is or was a director, officer or employee, (b) he acted
in good faith in what he reasonably believed to be the best interest of such
corporation, and (c) in any matter the subject of a criminal action, suit or
proceeding, he had no reasonable cause to believe that his conduct was unlawful.

            Expenses of each person indemnified hereunder incurred in defending
a civil, criminal, administrative or investigative action, suit or proceeding
(including all appeals) or threat thereof, may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the board of directors, whether a disinterested quorum exists or
not, upon receipt of an undertaking by or on behalf of the director, officer or
employee to repay such expenses unless it shall ultimately be determined that he
is entitled to be indemnified by the corporation.

            The foregoing rights of indemnification shall not be deemed
exclusive of, or in any way to limit, any other rights to which any person
indemnified may be, or may become, entitled apart from the provisions of this
Article VI.



                                       8
<PAGE>   10


            Section 2. LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or designated agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or designated agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this Article or of Chapter 1701 of the Ohio Revised Code.

                                   ARTICLE VII

                             CERTIFICATES FOR SHARES

            Section 1. FORM AND EXECUTION. Certificates for shares, certifying
the number of full-paid shares owned, shall be issued to each shareholder in
such form as shall be approved by the board of directors. Such certificates
shall be signed by the president or a vice president and by the secretary or an
assistant secretary or the treasurer or an assistant treasurer; provided
however, that if such certificates are countersigned by a transfer agent and/or
registrar the signatures of any of said officers and the seal of the corporation
upon such certificates may be facsimiles, engraved, stamped or printed. If any
officer or officers, who shall have signed, or whose facsimile signature shall
have been used, printed or stamped on any certificate or certificates for
shares, shall cease to be such officer or officers, because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the corporation, such certificate or certificates, if
authenticated by the endorsement thereon of the signature of a transfer agent or
registrar, shall nevertheless be conclusively deemed to have been adopted by the
corporation by the use and delivery thereof and shall be as effective in all
respects as though signed by a duly elected, qualified and authorized officer or
officers, and as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be an officer or officers of the corporation.

            Section 2. REGISTRATION OF TRANSFER. Any certificate for shares of
the corporation shall be transferable in person or by attorney upon the
surrender thereof to the corporation or any transfer agent therefor (for the
class of shares represented by the certificate surrendered of a certificate),
properly endorsed for transfer and accompanied by such assurances as the
corporation or such transfer agent may require as to the genuineness and
effectiveness of each necessary endorsement.

            Section 3. LOST, DESTROYED OR STOLEN CERTIFICATES. A new share
certificate or certificates may be issued in place of any certificate
theretofore issued by the corporation which is alleged to have been lost,
destroyed or wrongfully taken upon (i) the execution and delivery to the
corporation by the person claiming the certificate to have been lost, destroyed
or wrongfully taken of an affidavit of that fact, specifying whether or not, at
the time of such alleged loss, destruction or taking, the certificate was
endorsed, and (ii) the furnishing to the corporation of indemnity and other
assurances satisfactory to the corporation and to all transfer agents and
registrars of the class of shares represented by the certificate against any and
all losses, damages, costs, expenses or liabilities to which they or any of them
may be subjected by reason of the issue and delivery of such new certificate or
certificates or in respect of the original certificate.

            Section 4. REGISTERED SHAREHOLDERS. A person in whose name shares
are of record on the



                                       9
<PAGE>   11

books of the corporation shall conclusively be deemed the unqualified owner and
holder thereof for all purposes and to have capacity to exercise all rights of
ownership. Neither the corporation nor any transfer agent of the corporation
shall be bound to recognize any equitable interest in or claim to such shares on
the part of any other person, whether disclosed upon such certificate or
otherwise, nor shall they be obliged to see to the execution of any trust or
obligation.

                                  ARTICLE VIII

                                   FISCAL YEAR

            The fiscal year of the corporation shall end on the 31st day of
December in each year, or on such other date as may be fixed from time to time
by the board of directors.

                                   ARTICLE IX

                                      SEAL

            The board of directors may provide a suitable seal containing the
name of the corporation. If deemed advisable by the board of directors,
duplicate seals may be provided and kept for the purposes of the corporation.

                                    ARTICLE X

                                   AMENDMENTS

            These Regulations may be amended or repealed at any meeting of
shareholders called for that purpose by the affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power of
the corporation with respect to such proposal, except that the affirmative vote
of the holders of record of shares representing 75% of the voting power of the
corporation with respect to any such proposal shall be required to amend, alter,
change or repeal Sections 1, 3, 4, 5 or 13 of Article II or this Article X.



                                       10