EXHIBIT
3.1
 FirstEnergy
Corp.
 
 AMENDED
 CODE
OF REGULATIONS
 
 5/18/04
 
 
 SHAREHOLDER
MEETINGS
 
 1. Time and
Place of Meetings.  All meetings of the shareholders for the election
of directors or for any other purpose will be held at such time and place,
within or without the State of Ohio, as may be designated by the Board of
Directors or, in the absence of a designation by the Board of Directors, the
Chairman of the Board of Directors, if any (the "Chairman"), the President, or
the Secretary, and stated in the notice of meeting.  The Board of
Directors may postpone and reschedule any previously scheduled annual or special
meeting of the shareholders.
 
 2. Annual
Meeting.  An annual meeting of the shareholders will be held at such
date and time as may be designated from time to time by the Board of Directors,
at which meeting the shareholders will elect directors to succeed those
directors whose terms expire at such meeting and will transact such other
business as may be brought properly before the meeting in accordance with
Regulation 9.
 
 3. Special
Meetings.  (a)  Special meetings of shareholders may be
called by the Chairman or the President or by a majority of the Board of
Directors acting with or without a meeting or by any person or persons who hold
not less than 50% of all the shares outstanding and entitled to be voted on any
proposal to be submitted at said meeting.  Special meetings of the
holders of shares that are entitled to call a special meeting by virtue of any
Preferred Stock Designation may call such meetings in the manner and for the
purposes provided in the applicable terms of such Preferred Stock
Designation.  For purposes of this Code of Regulations, "Preferred
Stock Designation"  has the meaning ascribed to such term in the
Articles of Incorporation of the Corporation, as may be amended from time to
time.
 
 (b) Upon written
request by any person or persons entitled to call a meeting of shareholders
delivered in person or by certified mail to the Chairman, the President or the
Secretary, such officer shall forthwith cause notice of the meeting to be given
to the shareholders entitled to notice of such meeting in accordance with
Regulation 4.  If such notice shall not be given within 60 days
after the delivery or mailing of such request, the person or persons requesting
the meeting may fix the time of the meeting and give, or cause to be given,
notice in the manner provided in Regulation 4.
  1
  4. Notice of
Meetings.  Except to the full extent that notice is legally permitted
(now or hereafter) to be given by any other form of media, including any form of
electronic or other communications, written notice of every meeting of the
shareholders called in accordance with these Regulations, stating the time,
place and purposes for which the meeting is called, will be given by or at the
direction of the Chairman, the President, a Vice President, the Secretary or an
Assistant Secretary (or in case of their refusal, by the person or persons
entitled to call the meeting under Regulation 3).  Such notice
will be given not less than 7 nor more than 60 calendar days before the date of
the meeting to each shareholder of record entitled to notice of such
meeting.  If such notice is mailed, it shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Corporation, and notice shall be deemed to have been given on the day so
mailed.  Notice of adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and announced at such
meeting.
 
 5. Inspectors.  Inspectors
of election may be appointed to act at any meeting of shareholders in accordance
with Ohio law.
 
 6. Quorum.  To
constitute a quorum at any meeting of shareholders, there shall be present in
person or by proxy shareholders of record entitled to exercise not less than a
majority of the voting power of the Corporation in respect of any one of the
purposes for which the meeting is called, unless a greater or lesser number is
expressly provided for with respect to a particular class or series of capital
stock by the terms of any applicable Preferred Stock
Designation.  Except as may be otherwise provided in any Preferred
Stock Designation, the holders of a majority of the voting power of the
Corporation represented in person or by proxy at a meeting of shareholders,
whether or not a quorum be present, may adjourn the meeting from time to
time.  For purposes of this Code of Regulations, "voting power of the
Corporation" has the meaning ascribed to such term in the Articles of
Incorporation of the Corporation, as may be amended from time to
time.
 
 7. Voting.  Except
as otherwise expressly provided by law, the Articles of Incorporation or this
Code of Regulations, at any meeting of shareholders at which a quorum is
present, a majority of the votes cast, whether in person or by proxy, on any
matter properly brought before such meeting in accordance with Regulation 9
will be the act of the shareholders.  An abstention shall not
represent a vote cast.  Every proxy must be duly executed and filed
with the Secretary.  A shareholder may revoke any proxy that is not
irrevocable by attending the meeting and voting in person or by filing with the
Secretary written notice of revocation or a later appointment.  The
vote upon any question brought before a meeting of the shareholders may be by
voice vote, unless otherwise required by law, the Articles of Incorporation or
this Code of Regulations or unless the presiding officer otherwise
determines.
 
  2
  
 
 8. Record
Dates.  In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, the Board of Directors may fix a record date, which will
not be less than 7 nor more than 60 calendar days before the date of such
meeting.  If no record date is fixed by the Board of Directors, the
record date for determining shareholders entitled to notice of or to vote at a
meeting of shareholders will be the date next preceding the day on which notice
is given, or, if notice is waived, at the date next preceding the day on which
the meeting is held.
 
 9. Order of
Business.  (a)  The Chairman, or such other officer of the
Corporation designated by a majority of the total number of directors that the
Corporation would have if there were no vacancies on the Board of Directors
(such number being referred to as the "Whole Board"), will call meetings of
shareholders to order and will act as presiding officer
thereof.  Unless otherwise determined by the Board of Directors prior
to the meeting, the presiding officer of the meeting of shareholders will also
determine the order of business and have the authority in his or her sole
discretion to regulate the conduct of any such meeting including, without
limitation, by imposing restrictions on the persons (other than shareholders of
the Corporation or their duly appointed proxies) who may attend any such
shareholders' meeting, by ascertaining whether any shareholder or his proxy may
be excluded from any meeting of shareholders based upon any determination by the
presiding officer, in his sole discretion, that any such person has unduly
disrupted or is likely to disrupt the proceedings of the meeting, and by
determining the circumstances in which any person may make a statement or ask
questions at any meeting of shareholders.
 
 (b)        
At an annual meeting of the shareholders, only such business will be conducted
or considered as is properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Chairman, the President, a Vice President, the Secretary or an
Assistant Secretary in accordance with Regulation 4, (ii) otherwise
properly brought before the meeting by the presiding officer or by or at the
direction of a majority of the Whole Board, or (iii) otherwise properly
requested to be brought before the meeting by a shareholder of the Corporation
in accordance with Regulation 9(c).
  3
  
 (c) For business to be
properly requested by a shareholder to be brought before an annual meeting, the
shareholder must (i) be a shareholder of the Corporation of record at the
time of the giving of the notice for such annual meeting provided for in this
Code of Regulations, (ii) be entitled to vote at such meeting, and
(iii) have given timely notice thereof in writing to the
Secretary.  To be timely, a shareholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 30 nor more than 60 calendar days prior to the annual meeting;
provided, however, that in the event public announcement of the date of the
annual meeting is not made at least 70 calendar days prior to the date of the
annual meeting, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th calendar day following the day on
which public announcement is first made of the date of the annual
meeting.  A shareholder's notice to the Secretary must set forth as to
each matter the shareholder proposes to bring before the annual meeting
(A) a description in reasonable detail of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (B) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business and of the
beneficial owner, if any, on whose behalf the proposal is made, (C) the
class and number of shares of the Corporation that are owned beneficially and of
record by the shareholder proposing such business and by the beneficial owner,
if any, on whose behalf the proposal is made, and (D) any material interest
of such shareholder proposing such business and the beneficial owner, if any, on
whose behalf the proposal is made in such business.  Notwithstanding
the foregoing provisions of this Code of Regulations, a shareholder must also
comply with all applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect to the matters
set forth in this Regulation 9(c).  For purposes of this
Regulation 9(c) and Regulation 14, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service, 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, or publicly filed by the Corporation with any national securities
exchange or quotation service through which the Corporation's stock is listed or
traded, or furnished by the Corporation to its shareholders.  Nothing
in this Regulation 9(c) will be deemed to affect any rights of shareholders
to request inclusion of proposals in the Corporation's proxy statement pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
 
 (d)At a special meeting of
shareholders, only such business may be conducted or considered as is properly
brought before the meeting.  To be properly brought before a special
meeting, business must be (i) specified in the notice of the meeting (or
any supplement thereto) given by or at the direction of the Chairman, the
President, a Vice President, the Secretary or an Assistant Secretary (or in case
of their failure to give any required notice, the other persons entitled to give
notice) in accordance with Regulation 4 or (ii) otherwise brought
before the meeting by the presiding officer or by or at the direction of a
majority of the Whole Board.
  4
  
 (e) The
determination of whether any business sought to be brought before any annual or
special meeting of the shareholders is properly brought before such meeting in
accordance with this Regulation 9 will be made by the presiding officer of
such meeting.  If the presiding officer determines that any business
is not properly brought before such meeting, he or she will so declare to the
meeting and any such business will not be conducted or considered.
  
 DIRECTORS
 
 10.Function and
Qualification.  (a)  Except where the law, the Articles of
Incorporation, or this Code of Regulations requires action to be authorized or
taken by the shareholders, all of the authority of the Corporation shall be
exercised by or under the direction of the Board of Directors.
 
 (b) In order to
qualify for service as a director of the Corporation, within 90 days following
election to the Board of Directors in accordance with Regulations 11, 12
and 14, each director will become and will remain the beneficial owner of not
less than 100 shares of Common Stock of the Corporation, except where such
ownership would be inconsistent with or prohibited by (i) any applicable
law, rule, regulation, order or decree of any governmental authority or
(ii) any policy, contract, commitment or arrangement authorized by the
Corporation.
 
 11. Number,
Election and Terms of Directors.  Except as may be otherwise provided
in any Preferred Stock Designation, the number of the directors of the
Corporation will not be less than nine nor more than 16 as may be determined
from time to time only (i) by a vote of a majority of the Whole Board, or
(ii) by the affirmative vote of the holders of at least 80% of the voting
power of the Corporation, voting together as a single class.  Except
as may be otherwise provided in any Preferred Stock Designation, at each annual
meeting of the shareholders of the Corporation, the directors shall be elected
by plurality vote of all votes cast at such meeting and shall hold office for a
term expiring at the following annual meeting of shareholders and until their
successors shall have been elected;  provided, that any director
elected for a longer term before the annual meeting of shareholders to be held
in 2005 shall hold office for the entire term for which he or she was originally
elected.  Except as may be otherwise provided in any Preferred Stock
Designation, directors may be elected by the shareholders only at an annual
meeting of shareholders.  No decrease in the number of directors
constituting the Board of Directors may shorten the term of any incumbent
director.  Election of directors of the Corporation need not be by
written ballot unless requested by the presiding officer or by the holders of a
majority of the voting power of the Corporation present in person or represented
by proxy at a meeting of the shareholders at which directors are to be
elected.
 
  5
  12. Newly Created
Directorships and Vacancies.  Except as may be otherwise provided in
any Preferred Stock Designation, any vacancy (including newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause) may be filled only (i) by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors, or by a sole remaining
director or (ii) by the affirmative vote of the shareholders after a vote
to increase the number of directors at a meeting called for that purpose in
accordance with this Code of Regulations.  Any director elected in
accordance with the preceding sentence to fill a vacancy that does not result
from a newly created directorship will hold office for the remainder of the full
term of the director that he or she is replacing.  Any director
elected in accordance with the first sentence of Regulation 12 will hold office
until such director's successor has been elected.
 
 13. Removal.  Except
as may be otherwise provided in any Preferred Stock Designation, any director or
the entire Board of Directors may be removed only upon the affirmative vote of
the holders of at least 80% of the voting power of the Corporation, voting
together as a single class.
 
 14. Nominations
of Directors; Election.  (a)  Except as may be otherwise
provided in any Preferred Stock Designation, only persons who are nominated in
accordance with this Regulation 14 will be eligible for election at a
meeting of shareholders to be members of the Board of Directors of the
Corporation.
 
 (b) Nominations
of persons for election as directors of the Corporation may be made only at an
annual meeting of shareholders (i) by or at the direction of the Board of
Directors or a committee thereof or (ii) by any shareholder who is a
shareholder of record at the time of giving of notice provided for in this
Regulation 14, who is entitled to vote for the election of directors at
such meeting, and who complies with the procedures set forth in this
Regulation 14.  All nominations by shareholders must be made
pursuant to timely notice in proper written form to the
Secretary.
  6
  
 (c) To be timely,
a shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 nor more than
60 calendar days prior to the annual meeting of shareholders; provided,
however, that in the event that public announcement of the date of the annual
meeting is not made at least 70 calendar days prior to the date of the
annual meeting, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th calendar day following the day on
which public announcement is first made of the date of the annual
meeting.  To be in proper written form, such shareholder's notice must
set forth or include:  (i) the name and address, as they appear
on the Corporation's books, of the shareholder giving the notice and of the
beneficial owner, if any, on whose behalf the nomination is made; (ii) a
representation that the shareholder giving the notice is a holder of record of
stock of the Corporation entitled to vote at such annual meeting and intends to
appear in person or by proxy at the annual meeting to nominate the person or
persons specified in the notice; (iii) the class and number of shares of
stock of the Corporation owned beneficially and of record by the shareholder
giving the notice and by the beneficial owner, if any, on whose behalf the
nomination is made; (iv) a description of all arrangements or
understandings between or among any of (A) the shareholder giving the
notice, (B) the beneficial owner on whose behalf the notice is given,
(C) each nominee, and (D) any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder giving the notice; (v) such other information
regarding each nominee proposed by the shareholder giving the notice as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (vi) the signed
consent of each nominee to serve as a director of the Corporation if so
elected.  The presiding officer of any annual meeting may, if the
facts warrant, determine that a nomination was not made in accordance with this
Regulation 14, and if he or she should so determine, he or she will so
declare to the meeting, and the defective nomination will be
disregarded.  Notwithstanding the foregoing provisions of this
Regulation 14, a shareholder must also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth in this
Regulation 14.
 
 15. Resignation.  Any
director may resign at any time by giving written notice of his resignation to
the Chairman or the Secretary.  Any resignation will be effective upon
actual receipt by any such person or, if later, as of the date and time
specified in such written notice.
 
 16. Regular
Meetings.  Regular meetings of the Board of Directors may be held
immediately after the annual meeting of the shareholders and at such other time
and place either within or without the State of Ohio as may from time to time be
determined by a majority of the Whole Board.  Notice of regular
meetings of the Board of Directors need not be given.
  7
  
 17. Special
Meetings.  Special meetings of the Board of Directors may be called by
the Chairman or the President on one day's notice to each director by whom such
notice is not waived, given either personally or by mail, telephone, telegram,
telex, facsimile or similar medium of communication, and will be called by the
Chairman or the President, in like manner and on like notice, on the written
request of not less than one-third of the Whole Board.  Special
meetings of the Board of Directors may be held at such time and place either
within or without the State of Ohio as is determined by a majority of the Whole
Board or specified in the notice of any such meeting.
 
 18. Quorum and
Vote.  At all meetings of the Board of Directors, one-third of the
total number of directors then in office will constitute a quorum for the
transaction of business.  Except for the designation of committees as
hereinafter provided and except for actions required by this Code of Regulations
to be taken by a majority of the Whole Board, the act of a majority of the
directors present at any meeting at which a quorum is present will be the act of
the Board of Directors.  If a quorum is not present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time to another time or place, without notice other than
announcement at the meeting, until a quorum is present.
 
 19. Participation
in Meetings by Communications Equipment.  Meetings of the Board of
Directors or of any committee of the Board of Directors may be held through any
means of communications equipment if all persons participating can hear each
other, and such participation will constitute presence in person at such
meeting.
 
 20. Committees.  The
Board of Directors may from time to time create an executive committee or any
other committee or committees of directors to act in the intervals between
meetings of the Board of Directors and may delegate to such committee or
committees any of its authority other than that of filling vacancies among the
Board of Directors or in any committee of the Board of Directors.  No
committee shall consist of less than three directors.  The Board of
Directors may appoint one or more directors as alternate members of any such
committee to take the place of absent committee members at meetings of such
committee.  Unless otherwise ordered by the Board of Directors, a
majority of the members of any committee appointed by the Board of Directors
pursuant to this Regulation 20 shall constitute a quorum at any meeting
thereof, and the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of such committee.  Action may be
taken by any such committee without a meeting by a writing or writings signed by
all of its members.  Any such committee may prescribe its own rules
for calling and holding meetings and its method of procedure, subject to any
rules prescribed by the Board of Directors, and will keep a written record of
all action taken by it.
  8
  
 21.Compensation.  The
Board of Directors may establish the compensation and expense reimbursement
policies for directors in exchange for membership on the Board of Directors and
on committees of the Board of Directors, attendance at meetings of the Board of
Directors or committees of the Board of Directors, and for other services by
directors to the Corporation or any of its subsidiaries.  No director
that is also an officer or employee of the Corporation shall receive
compensation as a director.
 
 22.Bylaws.  The
Board of Directors may adopt Bylaws for the conduct of its meetings and those of
any committees of the Board of Directors that are not inconsistent with the
Articles of Incorporation or this Code of Regulations.
   OFFICERS
 
 23.Generally.  The
Corporation may have a Chairman, elected by the directors from among their
number, and shall have a President, a Secretary and a
Treasurer.   The Corporation may also have one or more Vice
Chairmen and Vice Presidents and such other officers and assistant officers as
the Board of Directors may deem appropriate.  If the Board of
Directors so desires, it may elect a Chief Executive Officer to manage the
affairs of the Corporation, subject to the direction and control of the Board of
Directors.  All of the officers shall be elected by the Board of
Directors.  Notwithstanding the foregoing, by specific action, the
Board of Directors may authorize the Chairman or the President to appoint any
person to any office other than Chairman, President, Secretary, or
Treasurer.  Any number of offices may be held by the same person, and
no two offices must be held by the same person.  Any of the offices
may be left vacant from time to time as the Board of Directors may
determine.  In case of the absence or disability of any officer of the
Corporation or for any other reason deemed sufficient by a majority of the Board
of Directors, the Board of Directors may delegate the absent or disabled
officer's powers or duties to any other officer or to any director.
 
 24. Authority and
Duties of Officers.  The officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to their
respective offices, or as may be specified from time to time by the Board of
Directors, the Chairman or the President regardless of whether such authority
and duties are customarily incident to such office.
 
 25. Compensation.  The
compensation of all officers and agents of the Corporation who are also members
of the Board of Directors of the Corporation will be fixed by the Board of
Directors or by a committee of the Board of Directors.  The Board of
Directors may fix, or delegate the power to fix, the compensation of the other
officers and agents of the Corporation to the Chief Executive Officer or any
other officer of the Corporation.
  9
  
 26. Succession.  The
officers of the Corporation will hold office until their successors are
elected.  Any officer may be removed at any time by the affirmative
vote of a majority of the Whole Board.  Any vacancy occurring in any
office of the Corporation may be filled by the Board of Directors or by the
Chairman or President as provided in Regulation 23.
  
 STOCK
 
 27. Transfer and
Registration of Shares.  The Board of Directors shall have authority
to make such rules and regulations as they deem expedient concerning the
issuance, transfer and registration of shares and may appoint transfer agents
and registrars thereof.
 
 28. Substituted
Certificates.  Any person claiming a certificate for shares to have
been lost, stolen or destroyed shall make an affidavit or affirmation of that
fact, shall give the Corporation and its transfer agent or agents a bond of
indemnity or other assurance satisfactory to the Board of Directors or a
committee thereof or to the President or a Vice President and the Secretary or
the Treasurer, whereupon a new certificate may be executed and delivered of the
same class and series or type and for the same number of shares as the one
alleged to have been lost, stolen or destroyed.
 
 29. Voting Of
Shares Held by the Corporation.  Unless otherwise ordered by the Board
of Directors, the President in person or by proxy or proxies appointed by him
will have full power and authority on behalf of the Corporation to vote, act and
consent with respect to any shares issued by other corporations that the
Corporation may own.
 
 30. Owners of
Shares.  The Corporation will be entitled to treat the person in whose
name shares are registered on the books of the Corporation as the absolute owner
thereof, and will not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation has knowledge or notice thereof, except as expressly provided by
applicable law.
 
  10
  
 INDEMNIFICATION
AND INSURANCE
 
 31. Indemnification.  The
Corporation shall indemnify, to the full extent then permitted by law, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a member of the Board of Directors or an officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The
Corporation shall pay, to the full extent then required by law, expenses,
including attorney's fees, incurred by a member of the Board of Directors in
defending any such action, suit or proceeding as they are incurred, in advance
of the final disposition thereof, and may pay, in the same manner and to the
full extent then permitted by law, such expenses incurred by any other
person.  The indemnification and payment of expenses provided hereby
shall not be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under any law, the Articles of Incorporation,
any agreement, vote of shareholders or disinterested members of the Board of
Directors, or otherwise, both as to action in official capacities and as to
action in another capacity while he or she is a member of the Board of
Directors, or an officer, employee or agent of the Corporation, and shall
continue as to a person who has ceased to be a member of the Board of Directors,
trustee, officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
 
 32. Insurance.  The
Corporation may, to the full extent then permitted by law and authorized by the
Board of Directors, purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit or
self-insurance, on behalf of or for any persons described in Regulation 31
against any liability asserted against and incurred by any such person in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability.  Insurance may be purchased from or maintained with a
person in which the Corporation has a financial interest.
 
 33. Agreements.  The
Corporation, upon approval by the Board of Directors, may enter into agreements
with any persons whom the Corporation may indemnify under this Code of
Regulations or under law and undertake thereby to indemnify such persons and to
pay the expenses incurred by them in defending any action, suit or proceeding
against them, whether or not the Corporation would have the power under law or
this Code of Regulations to indemnify any such person.
 
  11
  
 GENERAL
 
 34. Fiscal
Year.  The fiscal year of the Corporation will end on the thirty-first
day of December in each calendar year or such other date as may be fixed from
time to time by the Board of Directors.
 
 35. Seal.  The
Board of Directors may adopt a corporate seal and use the same by causing it or
a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
 
 36. Amendments.  Except
as otherwise provided by law or by the Articles of Incorporation or this Code of
Regulations, these Regulations or any of them may be amended in any respect or
repealed at any time at any meeting of shareholders, provided that any amendment
or supplement proposed to be acted upon at any such meeting has been described
or referred to in the notice of such meeting.  Notwithstanding the
foregoing sentence or anything to the contrary contained in the Articles of
Incorporation or this Code of Regulations, Regulations 1, 3(a), 9, 11, 12,
13, 14, 31 and 36 may not be amended or repealed by the shareholders, and no
provision inconsistent therewith may be adopted by the shareholders, without the
affirmative vote of the holders of at least 80% of the voting power of the
Corporation, voting together as a single class.  Notwithstanding the
foregoing provisions of this Regulation 36, no amendment to
Regulations 31, 32 or 33 will be effective to eliminate or diminish the
rights of persons specified in those Regulations existing at the time
immediately preceding such amendment.
 
 
 {24002-1}
  12