Exhibit 3(a)1
                              THE SOUTHERN COMPANY
                                     BY-LAWS

                     As Amended Effective February 17, 2003


                                    OFFICES.

 1. The principal office of the Corporation shall be in the City of Wilmington,
County of New Castle, State of Delaware.

The Corporation shall also have an office in Atlanta, Georgia.

The Corporation may have offices at such other places as the Board of Directors
may from time to time determine.

                                      SEAL.

 2. The corporate seal shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate Seal, Delaware."

                             STOCKHOLDERS' MEETINGS.

 3. All meetings of the stockholders shall be held at the office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
except such meetings as the Board of Directors expressly determine shall be held
elsewhere in which case meetings may be held upon notice as hereinafter
provided, at such other place or places within or without the State of Delaware
as said Board of Directors may determine.

 4. The annual meeting of the stockholders shall be held at 11:00 o'clock A.M.
Eastern Standard Time on the fourth Wednesday in the month of May in each year,
if not a legal holiday, and if a legal holiday, then on the next secular day
following, at 11:00 o'clock A.M. Eastern Standard Time, when the stockholders
entitled to vote thereon shall elect the Board of Directors and transact such
other business as may be brought before the meeting. At the annual meeting any
business may be transacted, irrespective of whether the notice calling such
meeting shall have contained a reference thereto.

The time and place named in these By-Laws for the annual meeting at which the
Board of Directors is to be elected shall not be changed within sixty (60) days
next before the day on which said election is to be held. A notice of any change
shall be given to each stockholder twenty days before the election is held, in
person or by letter mailed to his last known post-office address.

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 5. At all meetings of the stockholders, the holders of a majority of the shares
of the stock issued and outstanding and entitled to vote thereat present in
person or represented by proxy shall constitute a quorum requisite for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation or by these By-Laws. If, however, a quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or by proxy, shall have power to adjourn the
meeting from time to time without notice other than announcement at the meeting,
until the requisite amount of voting stock shall be present. At such adjourned
meeting at which the requisite amount of voting stock shall be represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

 6. Each stockholder entitled to vote in accordance with the Certificate of
Incorporation or any amendment thereof and in accordance with the provisions of
these By-Laws or of any action taken pursuant thereto shall be entitled to one
vote, in person or by proxy, for each share of stock entitled to vote held by
such stockholder, but no proxy shall be voted on after three years from its date
unless such proxy provides for a longer period. Except where the transfer books
of the corporation shall have been closed or a date shall have been fixed as a
record date for the determination of its stockholders entitled to vote, as
hereinafter provided, no share of stock shall be voted on at any election for
directors which shall have been transferred on the books of the Corporation
within twenty days next preceding such election of directors. The vote for
directors, and, upon the demand of any stockholder, the vote upon any question
before the meeting, shall be by ballot. At all elections of directors of the
Corporation, each stockholder shall be entitled to as many votes as shall equal
the number of his shares of stock multiplied by the number of directors to be
elected, and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or any two or more of them as
he may see fit, which right when exercised, shall be termed cumulative voting.
All other questions shall be decided by plurality vote except as otherwise
provided by the Certificate of Incorporation and/or by the laws of the State of
Delaware.

 7. Written notice of the annual meeting shall be mailed to each stockholder
entitled to vote thereat, at such address as appears on the stock books of the
Corporation, at least ten days prior to the meeting. It shall be the duty of
every stockholder to furnish to the Secretary of the Corporation or to the
Transfer Agent, if any, of the class or series of stock owned by him, his
post-office address and to notify said Secretary or Transfer Agent of any change
therein.

 8. At least ten days before every election of directors, the Secretary shall
prepare and make or cause to be prepared and made, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order,
with the residence of each, and the number of voting shares held by each. Such
list shall be open at the place where said election is to be held for said ten
days, to the examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

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 9. Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Chairman of the Board or
the President, and shall be called by the Chairman of the Board or President or
Secretary upon the order in writing of a majority of or by resolution of the
Board of Directors, or at the request in writing of stockholders owning ten
percentum of the entire capital stock of the Corporation issued and outstanding
and entitled to vote. Such request or order shall state the purpose or purposes
of the proposed meeting. On failure by the Chairman of the Board or President or
Secretary to call such special meeting when duly requested, the makers of such
request or order may call such special meeting over their own signatures.

10. Written notice of a special meeting of stockholders, stating the time and
place and object thereof, shall be mailed, postage prepaid, or delivered, at
least ten days before such meeting, to each stockholder entitled to vote thereat
at his last known post-office address appearing on the books of the Corporation.
No business may be transacted at such meeting except that referred to in said
notice, or in a supplemental notice given also in compliance with the provisions
hereof.

                                     JUDGES.

11. At each meeting of the stockholders, the polls shall be opened and closed,
the proxies and ballots shall be received and taken in charge of, all questions
touching on the qualifications of voters and the validity of proxies and the
acceptance and rejection of votes shall be decided, the number of shares voted
shall be counted, the manner of voting said shares shall be ascertained, and the
result of the voting shall be declared by two judges. Such judges shall be
appointed by the Board of Directors before or at the meeting, and if no such
appointment shall have been made, then by the meeting. If for any reason any of
the judges previously appointed shall fail to attend or refuse or be unable to
serve, judges in place of any so failing to attend or refusing or unable to
serve shall be appointed either by the Board of Directors or by the
stockholders' meeting.

                                   DIRECTORS.

12. The business of the Corporation shall be managed by a Board of Directors.
The number of directors which shall constitute the whole Board shall be fixed
from time to time by resolution of the Board of Directors, but in no case shall
be less than three. Directors need not be stockholders. Each director (whether
elected at an annual meeting, or to fill a vacancy or newly created directorship
or otherwise) shall hold office until his successor is elected and qualified or
until his earlier resignation or removal.

Any director of this Corporation may resign at any time by giving written notice
to the Chairman of the Board or President or Secretary of the Corporation. Such
resignation shall take effect at the time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

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13. In case of any vacancies in the Board of Directors through death,
resignation, disqualification, removal or other cause, the remaining directors
if less than a quorum, by affirmative vote of a majority thereof, or, if a
quorum, by a majority vote of such quorum, may elect a successor or successors,
and the director or directors so chosen shall hold office until the next annual
election and until their successor or successors shall be elected and qualified.

14. The Board of Directors may hold their meetings and have one or more offices,
and keep the books of the Corporation, at such place or places as they may from
time to time determine.

15. A person being a full-time executive employee of the Corporation or any of
its subsidiaries when first elected a director of the Corporation (an
"employee-director") shall not be eligible to serve as a director when not an
executive employee, whether by reason of resignation, retirement or other cause;
and a person not an employee-director shall not be eligible for election or
re-election as a director of the corporation after his 70th birthday.

Any employee-director not eligible to serve as a director by reason of the
foregoing provision shall be eligible to serve as an advisory director, as
hereinafter provided for in Section 24 of these By-Laws, until his 70th
birthday. The foregoing provisions with respect to the eligibility of a person
not an employee-director to serve as a director shall not apply to any person so
long as such person shall serve as a member of the Independent Litigation
Committee established and designated by the Board of Directors on September 17,
1986.

In addition to the powers and authorities expressly conferred upon it by
statute, by the Certificate of Incorporation and by these By-Laws, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as may be done by the Corporation as are not by statute or by
the Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.

                               FEES OF DIRECTORS.

16. Directors shall be reimbursed for expenses, if any, incurred in attending
meetings of the Board of Directors and in otherwise performing duties as such
directors. Directors who perform no paid duties, as an officer, employee or
otherwise than as a director, for the Corporation or any of its subsidiaries,
may be paid by the Corporation such compensation for their services as directors
or as members of a committee authorized by the Board of Directors as may from
time to time be fixed by vote of a majority of the members of the Board of
Directors or by the vote of the holders of a majority of that part of the
capital stock of the Corporation having voting powers which is represented in
person or by proxy at any annual meeting of stockholders or at any special
meeting called for that purpose (provided that a lawful quorum of stockholders
be there represented in person or by proxy).



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                             MEETINGS OF THE BOARD.

17. The newly elected Board may meet at such place and time as shall be fixed by
the vote of the stockholders at the meeting at which such newly elected Board
was elected, for the purpose of organization or otherwise, and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present, or they may meet at
such place and time as shall be stated in a notice given to such directors
either personally or by mail or telegram two days prior to such meeting or as
shall be fixed by the consent in writing of all the directors.

18. Regular meetings of the Board may be held without notice at such time and
place as shall from time to time be determined by the Board.

19. Special meetings of the Board may be called by the Chairman of the Board or
the President, on two days' notice to each director, by delivered letter, by
mail or by telegram or by personal communication either over the telephone or
otherwise; special meetings shall be called by the Secretary in like manner and
on like notice, on the written request of two directors or on the request of the
Chairman of the Board or the President.

20. At all meetings of the Board of Directors, one-half of the number of
directors then in office, or, if there shall be an odd number of directors, then
a majority thereof, shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically permitted or provided by
statute, or by the Certificate of Incorporation, or by these By-Laws. If at any
meeting of the Board there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at said meeting which shall be so adjourned.

                            COMMITTEES OF THE BOARD.

21. The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of two or
more of the directors of the Corporation, which to the extent provided in the
resolution, shall have and may exercise powers of the Board of Directors in the
management of the business and affairs of the Corporation. The Board of
Directors may designate one or more advisory directors to be a member or members
of any such committee but no such advisory director shall have power to vote as
a member of such committee. The Board of Directors may also, by resolution
adopted by a majority of a quorum of the Board, designate one or more committees
with solely advisory functions, each such committee to consist of two or more of
the directors and of such other persons as shall be specified in such
resolution. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors.

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22. The term of office of each member of any such committee shall be for such
period as may be from time to time determined by the Board of Directors but any
member of any such committee may be removed at any time by the Board of
Directors and shall cease to hold such office upon his ceasing to be a director
(or advisory director) or upon his resignation. Vacancies in the membership of
any such committee may be filled by the Board of Directors. Except as otherwise
determined by the Board of Directors, each such committee may establish its own
rules of procedure but shall make a written report or recommendation to the
Board of Directors upon completion of its duties or whenever requested by the
Board.

                                    OFFICERS.

23. The officers of the Corporation shall be chosen by the Board of Directors at
its first meeting after each annual meeting of stockholders. The executive
officers shall be the President, such one or more Vice Presidents and such other
officers as the Board of Directors may from time to time determine. The
administrative officers shall be a Secretary and a Treasurer, and such one or
more Assistant Secretaries and Assistant Treasurers as the Board may from time
to time determine. Any two or, except for the offices of President and
Secretary, more offices may be held by the same person. The President shall be
chosen from among the members of the Board of Directors, but the other officers
need not be members of the Board.

24. The Board of Directors may at any time appoint or reappoint as an advisory
director any person eligible to serve as such under the second paragraph of
Section 15 of these By-Laws whose services as such will be, in the opinion of
the Board of Directors, of value to the Corporation. An advisory director shall
be entitled to notice of and to attend and advise at, but not to vote at,
meetings of the Board of Directors, and any committees thereof to which he shall
be designated, and for his services may be paid, in the discretion of the Board
of Directors, compensation and reimbursement of expenses on the same basis as if
he were a director. The term of office of each advisory director shall terminate
on the earlier of the date when he ceases to be eligible for such position under
said paragraph of Section 15 or, subject to reappointment, the date of the first
meeting of the Board of Directors after the annual meeting of stockholders next
following his appointment.

25. The Board of Directors may appoint such other officers and agents as it
shall deem necessary, who shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

26. Except as otherwise determined by the Board of Directors, the officers of
the Corporation shall hold office until their successors are chosen and
qualified. Any officer may be removed at any time by the Board of Directors. In
the event of any vacancy occurring in any office of the Corporation by reason of



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death, resignation, removal or otherwise, such vacancy may be filled by, or in
the manner prescribed by, the Board of Directors. The Board of Directors may
assign, or provide for the assignment or devolution of, the powers and duties of
any officer to any other officer or agent of the Corporation.

                 POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD.

27. The Board of Directors may from time to time in its discretion appoint from
among the members of the Board of Directors a Chairman of the Board with such
powers and duties as may be assigned to him from time to time by the Board.

                       POWERS AND DUTIES OF THE PRESIDENT.

28. The President, subject to action by the Board of Directors, shall be the
chief executive officer of the Corporation, shall have supervision and charge of
all of the affairs of the Corporation, shall preside at all meetings of the
Board of Directors and of stockholders, unless a Chairman of the Board has been
appointed under Section 27; and shall perform and do all acts and things
incident to the position of President and shall have such other powers and
duties as may be assigned to him, from time to time, by the Board of Directors.

                      POWERS AND DUTIES OF VICE-PRESIDENTS.

29. The Vice-Presidents shall exercise such of the powers and perform such of
the duties of the President on behalf of the Corporation as may be respectively
assigned to them from time to time by the Board of Directors or the President.
In the absence or inability of the President to act, the Executive
Vice-President, if there shall be a Vice-President designated as such by the
Board of Directors, or such Vice-President as shall have been designated by the
Board of Directors for the purpose, or, in the event of the failure of the Board
of Directors so to designate, then the Vice-President senior in service, or, in
the absence or inability of such Vice-President to act, any Vice-President shall
have and possess all of the powers and discharge all of the duties of the
President, subject however to the Board of Directors.

                       POWERS AND DUTIES OF THE TREASURER.

30. It shall be the duty of the Treasurer to have the care and custody of all
the funds and securities of the Corporation which may come into his hands as
Treasurer, and to endorse checks, drafts and other instruments for the payment
of money for deposit or collection when necessary or proper and to deposit the
same to the credit of the Corporation in such bank or banks or depository as the
Board of Directors may designate, and he may endorse all commercial documents
requiring endorsements for or on behalf of the Corporation. He may sign all
receipts and vouchers for the payments made to the Corporation. He shall render
an account of his transactions to the Board of Directors as often as the Board
shall require the same. He shall enter regularly in the books to be kept by him
for that purpose, full and adequate account of all moneys received and paid by


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him on account of the Corporation. He shall have charge of the supervision of
the accounting system of the Corporation, including the preparation and filing
of all reports required by law to be made to any and all public authorities and
officials. He shall perform all acts incident to the position of Treasurer,
subject to the control of the Board of Directors. He shall when requested,
pursuant to vote of the Board of Directors, give a bond to the Corporation
conditioned for the faithful performance of his duties, the expense of which
bond shall be borne by the Corporation.

                       POWERS AND DUTIES OF THE SECRETARY.

31. The Secretary shall be sworn to the faithful discharge of his duty. He shall
act as custodian of the minutes of all meetings of the Board of Directors and of
the stockholders; he shall attend to the giving and serving of all notices of
the Corporation; and he shall attest the seal of the Corporation upon all
contracts and instruments executed under such seal. He shall have charge of the
stock certificate book, transfer book and stock ledger, and such other books and
papers as the Board of Directors may direct. He shall, in general, perform all
the duties of Secretary, subject to the control of the Board of Directors.

                 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

32. An Assistant Secretary or an Assistant Treasurer shall, in the absence or
disability or at the request of the Secretary or Treasurer respectively, perform
the duties of the Secretary or Treasurer respectively, and shall perform such
other duties as may from time to time be imposed upon him by the Board of
Directors or by the President. The performance of any such duty shall be
conclusive evidence of his right to act.

                      DUTIES OF OFFICERS MAY BE DELEGATED.

33. In case of the absence of any officer of the Corporation, or for any other
reason that the Board may deem sufficient, the Board may delegate, for the time
being, the powers or duties, or any of them, of such officer to any other
officer, or to any director.

                          TRANSFER AGENT AND REGISTRAR.

34. The Board of Directors may appoint one or more Transfer Agents or Transfer
Clerks and Registrars, and may require all stock certificates, certificates
representing any rights or options and any written notices or statements
relative to uncertificated stock to be signed by such Transfer Agents or
Transfer Clerks acting on behalf of the Corporation and by such Registrars.



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                            CERTIFICATES FOR SHARES.

35. The shares of the Corporation shall be represented by a certificate or shall
be uncertificated and shall be entered in the books of the Corporation and
registered as they are issued. Certificates shall be signed by, or in the name
of the Corporation by, the President or a Vice-President or any other officer
authorized by law and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary.

Within a reasonable time after the issuance or transfer of uncertificated stock,
the Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to the Delaware General Corporate Law or a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

Any of or all the signatures on a certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

                                TRANSFER OF STOCK

36. Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate or evidence of the issuance of
uncertificated shares to the person entitled thereto, cancel the old certificate
and record the transaction upon the Corporations books. Upon the receipt of
proper transfer instructions from the registered owner of uncertificated shares,
such uncertificated shares shall be cancelled, issuance of new equivalent
uncertificated shares or certificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
Corporation.

                 CLOSING TRANSFER BOOKS AND FIXING RECORD DATE.

37. The Board of Directors shall have power to close the stock transfer books of
the Corporation for a period not exceeding sixty days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding sixty days
in connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date, not exceeding sixty days preceding the


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date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                            REGISTERED STOCKHOLDERS.

38. The Corporation shall be entitled to treat the holder of record of any share
or shares of stock or of any right or rights or option or options as the holder
in fact thereof and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share, right or option on the part of any
other person, whether or not it shall have express or other notice thereof, save
as expressly provided by the laws of Delaware.

                     LOST, STOLEN OR DESTROYED CERTIFICATES.

39. The Corporation may issue a new certificate or certificates of stock or
uncertificated shares in place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the such issue of
a new certificate or certificates or uncertificated shares, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

                     ANNUAL REPORT AND INSPECTION OF BOOKS.

40. The President shall make and present to the annual meeting of stockholders a
report showing a Balance Sheet and an Income Statement for the preceding fiscal
year. A copy of such report shall be mailed to each stockholder of the
Corporation at least fifteen days in advance of the annual meeting of the
Corporation. Such report may also contain such other information and may be in
such detail as the President and the Board of Directors may determine in their
absolute discretion.

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The stockholders of the Corporation by a majority vote at any meeting of
stockholders duly called, or in case the stockholders shall fail to act, the
Board of Directors shall have power from time to time to determine whether and
to what extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation (other than the stock
ledger) or any of them, shall be open to the inspection of stockholders; and no
stockholder shall have any right to inspect any account or book or document of
the Corporation, except as conferred by statute or authorized by the Board of
Directors or by a resolution of the stockholders.

                                     CHECKS.

41. All checks or demands for money and notes of the Corporation shall be signed
by such officer or officers as the Board of Directors may from time to time
designate.

                                  FISCAL YEAR.

42. The fiscal year shall begin the first day of January in each year, and shall
end on the thirty-first day of December of such year.

                                    NOTICES.

43. Whenever under the provisions of these By-Laws notice is required to be
given to any director, officer or stockholder, it shall not be construed to mean
personal notice, unless otherwise provided in these By-Laws, but such notice may
be given in writing, by mail, by depositing the same in a post-office or
letterbox, in a post-paid wrapper, addressed to such stockholder, officer or
director at such address as appears on the books of the Corporation, or, in
default of other address, to such director, officer or stockholder at the
General Post Office in the City of Wilmington, Delaware, and such notice shall
be deemed to be given at the time when the same shall be thus mailed.

Notice need not be given of any adjourned meeting, special or regular of
stockholders or directors other than by announcement at the meeting which is
being adjourned.

Any stockholder, director or officer may waive any notice required to be given
by statute or under the provisions of the Certificate of Incorporation or under
these By-Laws, and such waiver shall be deemed equivalent to the notice so
required; provided, always, that such waiver shall be in writing and signed by
such stockholder, officer or director, or by his duly authorized attorney,
whether before or after the meeting or the time stated therein notice of which
is being waived.



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              ACTION IN RELIANCE UPON ORDERS OF REGULATORY BODIES.

44. No present or future director or officer of the Corporation (or his heirs,
executors and administrators) shall be liable for any act, omission, step or
conduct taken or had in good faith which (whether by condition or otherwise) is
required, authorized or approved by any order or orders issued pursuant to: the
Public Utility Holding Company Act of 1935; the Federal Power Act; or any state
statute regulating the Corporation or its subsidiaries by reason of their being
public utility companies or public utility holding companies; or any amendment
to any thereof. In any action, suit or proceeding based on any act, omission,
step or conduct, as in this By-Law described, the provisions hereof shall be
brought to the attention of the Court. In the event that such provisions are
found by the Court not to constitute a valid defense on the grounds of not being
applicable to the particular class of plaintiff, each such director and officer
(and his heirs, executors and administrators) shall be reimbursed for, or
indemnified against, all expenses and liabilities incurred by him or imposed on
him, in connection with, or arising out of, any such action, suit or proceeding
based on any act, omission, step or conduct taken or had in good faith as in
this By-Law described. Such expenses and liabilities shall include, but shall
not be limited to, judgments, court costs and attorneys' fees. The foregoing
rights shall not be exclusive of any other rights to which any director or
officer may otherwise be entitled and shall be available whether or not the
director or officer continues to be a director or officer at the time of
incurring such expenses and liabilities.

                      INDEMNIFICATION AND RELATED MATTERS.

45. Each person who is or was a director or officer of the Corporation and who
was or is a party or was or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the Corporation as a matter of right against
any and all expenses (including attorneys' fees) actually and reasonably
incurred by him and against any and all claims, judgments, fines, penalties,
liabilities and amounts paid in settlement actually incurred by him in defense
of such claim, action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by this Section shall
inure to the benefit of the heirs, executors and administrators of such person.

Expenses (including attorneys' fees) incurred by a director or officer of the
Corporation with respect to the defense of any such claim, action, suit or
proceeding may be advanced by the Corporation prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the Board of Directors
in the specific case, upon receipt of an undertaking by or on behalf of such
person to repay such amount unless it shall ultimately be determined that such
person is entitled to be indemnified by the Corporation under this Section or
otherwise; provided, however, that the advancement of such expenses shall not be


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<PAGE>

deemed to be indemnification unless and until it shall ultimately be determined
that such person is entitled to be indemnified by the Corporation.

The Corporation may purchase and maintain insurance at the expense of the
Corporation on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or any person who is or was serving at the request
of Corporation as a director (or the equivalent), officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability or expense (including
attorneys' fees) 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 or expense under this Section
or otherwise.

The foregoing rights shall not be exclusive of any other rights to which any
such director or officer may otherwise be entitled and shall be available
whether or not the director or officer continues to be a director or officer at
the time of incurring any such expenses and liabilities.

If any word, clause or provision of the By-Laws or any indemnification made
under Section 44 or Section 45 hereof shall for any reason be determined to be
invalid, the provisions of the By-Laws shall not otherwise be affected thereby
but shall remain in full force and effect. The masculine pronoun, as used in the
By-Laws, means the masculine and feminine wherever applicable.

                                   AMENDMENTS.

46. The By-Laws of the Corporation may be altered, amended or repealed (a) at
any meeting of the Board of Directors by the vote of a majority of the entire
Board then in office, or (b) by the vote of the holders of a majority of that
part of the capital stock of the Corporation having voting powers which is
represented in person or by proxy at any annual meeting of stockholders or at
any special meeting called for that purpose (provided that a lawful quorum of
stockholders be there represented in person or by proxy), or (c) without a
meeting by the written consent of the holders of all of the issued and
outstanding capital stock of the Corporation having voting powers; provided,
however, that the Board of Directors shall not have power to alter, amend or
repeal the provisions of Sections 5, 44 or 46 of the By-Laws and provided,
further, that an alteration, amendment or repeal of any other provision of the
By-Laws by the Board of Directors shall cease to be effective unless submitted
to and ratified or approved at the next annual or special meeting at which a
lawful quorum of stockholders is represented in person or by proxy by the vote
of the holders of a majority of that part of the capital stock of the
Corporation having voting powers which is represented in person or by proxy at
such meeting.


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