Adopted January 21, 1982
                                                         Amended August 16, 1984
                                                       Amended November 19, 1987
                                                        Amended January 21, 1988
                                                       Amended November 17, 1988
                                                          Amended April 19, 1990
                                                         Amended August 16, 1990
                              Amended February 7, 1991, effective April 18, 1991
                                             Amended and Restated April 18, 1991
                                                        Amended February 6, 1992
                                                       Amended November 19, 1992
                               Amended February 8, 1996, effective April 1, 1996
                                                            Amended May 15, 1997
                                                       Amended February 19, 1998
                             Amended February 19, 1998, effective April 17, 1998
                                  Amended April 17, 1998, effective July 1, 1998












                          FLORIDA PROGRESS CORPORATION



                                     BYLAWS







<PAGE>


                                     BYLAWS

                          FLORIDA PROGRESS CORPORATION


                                    ARTICLE I
                                     Offices

         Section 1. The registered  office and  headquarters of the  Corporation
are in the City of St.  Petersburg, County of Pinellas, State of Florida.

         Section 2. The Corporation may also have an office at such other places
as the business of the Corporation may require.


                                   ARTICLE II
                                      Seal

         The Corporate seal shall be circular in form and have inscribed thereon
the following:

                          Florida Progress Corporation
                                 Corporate Seal
                                     Florida
                                      1982


                                   ARTICLE III
                            Meetings of Shareholders

         Section 1. Annual Meeting. There shall be an annual meeting of
shareholders in the month of April of each year on such date and at such time
and place as shall be designated by the Board of Directors for the election of
Directors and for the transaction of such other business as may properly be
brought before the meeting.

         Section 2. Special Meetings. Special meetings of the shareholders of
the Corporation, or of the holders of any class or series of stock, required or
authorized by law, shall be held for the purpose or purposes stated in the call
of said meeting, on the call of the Chairman of the Board, or the President, or
the Board of Directors, or when the holders of not less than ten percent (10%)
of all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting sign, date, and deliver to the Corporation's
Secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held.

         Section 3. Place; Record Date. Meetings of shareholders may be held
within or without the State of Florida. The Board of Directors shall fix a
record date in order to determine the shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote or to take any other
action.

         Section 4. Notice. Written notice stating the date, time and place of
each meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If the notice is mailed at least thirty (30) days before the date
of the meeting, it may be done by a class of United States mail other than first
class. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder as the address appears on
the stock transfer books of the Corporation, with postage thereon prepaid.

         Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another date, time or place, it shall not be necessary to give any notice of the
adjourned meeting if the date, time or place to which the meeting is adjourned
is announced at the meeting before the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been transacted
on the original date of the meeting. If, however, after the adjournment, the
Board of Directors fixes a new record date for the adjourned meeting, a notice
of the adjourned meeting shall be given as provided in Section 4 to each
shareholder of record as of the new record date who is entitled to notice of
such meeting.

         Section 6. Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. When a specified item of business is required to be voted on by
a class or series of stock, the holders of a majority of the shares of such
class or series shall constitute a quorum for the transaction of such item of
business by that class or series.

         If a quorum exists, action on a matter, other than the election of
Directors, is approved if the votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject matter favoring
the action exceed the votes cast opposing the action, unless a greater number of
affirmative votes or voting by classes is required by law or the Articles of
Incorporation. The Directors shall be elected by a plurality of the votes cast
by the shares entitled to vote in the election at a meeting at which a quorum is
present.

         If a quorum does not exist, the holders of a majority of the shares
represented in person or by proxy and who would be entitled to vote if a quorum
had been present shall have the power to adjourn the meeting from time to time,
until the requisite amount of stock shall be represented. At such adjourned
meeting at which the requisite amount of stock shall be represented any business
may be transacted which might have been transacted at the original meeting if a
quorum had been present.

         Section 7. Manner of Voting. A shareholder, other person entitled to
vote on behalf of a shareholder pursuant to law, or attorney-in-fact may vote
the shareholder's shares either in person or by proxy executed in writing by the
shareholder or his duly authorized attorney-in-fact in accordance with law.

         Section 8. Action by Shareholders Without a Meeting. Any action
required by law, these Bylaws or the Articles of Incorporation of the
Corporation to be taken at any annual or special meeting of shareholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if one or more written consents, setting forth the action so
taken, shall be dated and signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted, and shall be delivered to the Corporation within sixty (60)
days of the date of the earliest dated consent. If any class of shares is
entitled to vote thereon as a class, such written consent shall be required of
the holders of a majority of the shares of each class of shares entitled to vote
as a class thereon and of the total shares entitled to vote thereon.

          Any written consent may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action. No revocation is effective unless in writing and until received by the
Corporation.

          Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing or who are not entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action and, if the action be a
merger, consolidation, sale or exchange of assets or other action for which
dissenters' rights are provided by law, the notice shall contain a clear
statement of the right of shareholders dissenting therefrom to be paid the fair
value of their shares upon compliance with further provisions of law regarding
the rights of dissenting shareholders.

          A written consent shall have the same effect as a vote cast at a
meeting and may be described as such in any document.

         Whenever any action is taken by written consent, the written consents
of the shareholders consenting to such action or the written reports of
inspectors appointed to tabulate such consents shall be filed with the minutes
of proceedings of shareholders.

         Section 9. Advance Notice Provisions for Election of Directors. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
shareholders, or at any special meeting of shareholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any shareholder of the
Corporation (i) who is a shareholder of record on the date of the giving of the
notice provided for in this Section 9 and on the record date for the
determination of shareholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 9.

         In addition to any other applicable requirements, for a nomination to
be made by a shareholder such shareholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.

         To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
(a) in the case of an annual meeting, not less than 90 days nor more than 120
days prior to the date of the annual meeting; provided, however, that in the
event that less than 100 days' notice or prior public disclosure of the date of
the annual meeting is given or made to shareholders, notice by the shareholder
in order to be timely must be so received not later than the close of business
on the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever occurs first; and (b) in the case of a special meeting of
shareholders called for the purpose of electing directors, not later than the
close of business on the 10th day following the day on which the notice of the
date of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever occurs first.

          To be in proper written form, a shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the number of shares of common stock of the Corporation which are
owned beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (b) as to the shareholder giving the
notice (i) the name and record address of such shareholder, (ii) the number of
shares of common stock of the Corporation which are owned beneficially or of
record by such shareholder, (iii) a description of all arrangements or
understandings between such shareholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such shareholder, (iv) a representation that such shareholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such shareholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to be named as a nominee and to serve as a
director if elected.

        No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 9. If the Chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the Chairman shall declare to
the meeting that the nomination was defective and such defective nomination
shall be disregarded.

         Section 10. Advance Notice Provisions for Business to be Transacted at
Annual Meeting. No business may be transacted at an annual meeting of
shareholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any shareholder of the Corporation (i) who
is a shareholder of record on the date of the giving of the notice provided for
in this Section 10 and on the record date for the determination of shareholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 10.

         In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

         To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than 90 days nor more than 120 days prior to the date of the annual
meeting; provided, however, that in the event that less than 100 days' notice or
prior public disclosure of the date of the annual meeting is given or made to
shareholders, notice by the shareholder in order to be timely must be so
received not later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever occurs first.

          To be in proper written form, a shareholder's notice to the Secretary
must set forth as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such shareholder, (iii) the
number of shares of common stock of the Corporation which are owned beneficially
or of record by such shareholder, (iv) a description of all arrangements or
understandings between such shareholder and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such business and
(v) a representation that such shareholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.

          No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 10, provided, however, that, once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 10 shall be deemed to preclude discussion by
any shareholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.


                                   ARTICLE IV
                                    Directors

         Section 1. Number and Term of Office. The Board of Directors of the
Corporation shall consist of ten (10) members, divided into three (3) classes
serving staggered three-year terms in accordance with the Articles of
Incorporation. The three classes shall be designated Class I, Class II and Class
III. Class I shall consist of four directors, and Class II and Class III shall
each consist of three directors.

         Section 2. Function.  All  corporate  powers shall be exercised by or
under the  authority of, and the business and affairs of the Corporation shall
be managed under the direction of, the Board of Directors.

         Section 3.  Qualification.  Directors  need not be residents of this
state or  shareholders  of the  Corporation.

         Section 4.  Authority to Fix  Compensation.  The Board of Directors
shall have authority to fix the compensation of the Directors of the
Corporation.

         Section 5. Duties of Directors. A Director shall discharge his duties
as a Director, including his duties as a member of any committee of the Board
upon which he may serve, in good faith, in a manner he reasonably believes to be
in the best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.

         In discharging his duties, a Director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:

           (a)        one or  more  officers  or  employees  of the  Corporation
whom  the Director reasonably believes to be reliable and competent in the
matters presented;

           (b) legal counsel, public accountants or other persons as to matters
which the Director reasonably believes to be within the persons' professional or
expert competence; or

           (c) a committee of the Board of Directors upon which he does not
serve, duly designated in accordance with a provision of the Articles of
Incorporation or the Bylaws, as to matters within its designated authority,
which committee the Director reasonably believes to merit confidence.

        In discharging his duties, a Director may consider such factors as the
Director deems relevant, including the long-term prospects and interests of the
Corporation and its shareholders, and the social, economic, legal, or other
effects of any action on the employees, suppliers, customers of the Corporation
or its subsidiaries, the communities and society in which the Corporation or its
subsidiaries operate, and the economy of the state and the nation.

        A Director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question which would cause such reliance
described above to be unwarranted.

        A Director is not liable for any action taken as a Director, or any
failure to take any action, if he performed the duties of his office in
compliance with this Section 5.

         Section 6. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any Director may be removed, only for cause, if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him. If a Director is elected by a voting group or class of shares under
the Articles of Incorporation, only the shareholders of that voting group or
class may participate in the vote to remove him.

         Section 7. Vacancies. Until the next election of Directors upon the
expiration of their terms, any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
Directors, may be filled only by the affirmative vote of a majority of the
remaining Directors, though less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall hold office only until the next
election of Directors by the shareholders and until his successor shall have
been elected and shall qualify.


                                    ARTICLE V
                              Chairman of the Board

         The Corporation may have a Chairman of the Board who shall be a
Director and who shall preside at all meetings of the shareholders and of the
Board of Directors. He shall advise and counsel with the President. In addition
to the responsibility for maintaining effective external relationships on behalf
of the Corporation with industry groups, governmental agencies, scientific,
educational and other similar groups, he shall exercise such other
responsibilities and duties as shall be assigned to him by the Board of
Directors. The Board of Directors shall have the power at any time to leave the
office of Chairman of the Board vacant and, in such eventuality, the President
shall assume and exercise all of the powers and responsibilities of this office.


                                   ARTICLE VI
                              Meetings of the Board

         Section 1. Time, Place, and Call of Meetings. Meetings of the Board of
Directors may be held within or without the State of Florida at the time fixed
by these Bylaws or upon call of the Chairman of the Board or the President or
the Secretary or any two Directors.

         Section 2.  Annual  Meeting.  The  annual  meeting  of the  Board  of
Directors  shall be held promptly following the annual meeting of shareholders.

         Section 3. Notice of Meetings. Written notice of the date, time and
place of special meetings of the Board of Directors shall be given to each
Director by either personal delivery, mail, telegram or cablegram at least two
(2) days before the meeting.

         Notice need not be given of regular meetings held each quarter on dates
promulgated before the end of the preceding year. Notice of a meeting of the
Board of Directors need not be given to any Director who signs a waiver of
notice, either before or after the meeting. Attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting and waiver of any
and all objection to the place of the meeting, the time of the meeting, or the
manner in which it has been called or convened, except when a Director states,
at the beginning of the meeting or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.

         Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

         A majority of the Directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the Directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
Directors.

          Members of the Board of Directors or any committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment by means of which all Directors participating
in the meeting may simultaneously hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.
The vote on any matter before the Board or any committee of the Board, when
members are present by means of a conference telephone or similar communication
equipment, shall be by roll call.


         Section 4. Action Without a Meeting. Any action required to be taken at
a meeting of the Board of Directors or a committee thereof may be taken without
a meeting if one or more written consents, setting forth the action so to be
taken, signed by all of the Directors, or all of the members of the committee,
as the case may be, is filed in the minutes of the proceeding. Action taken
under this section is effective when the last Director signs the consent, unless
the consent specifies a different effective date. A consent under this section
has the effect of a meeting vote and may be described as such in any document.


         Section 5. Quorum and Voting. A majority of the number of Directors
fixed by these Bylaws shall constitute a quorum for the transaction of business.
The act of the majority of the Directors present at a meeting at which a quorum
is present when a vote is taken shall be the act of the Board of Directors.

         Section 6. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors or a committee thereof when
corporate action is taken shall be deemed to have assented to the action taken
unless he objects at the beginning of the meeting (or promptly upon his arrival)
to holding it or transacting specified business at the meeting, or he votes
against or abstains from the action taken.

         Section 7. Director Conflicts of Interest. No contract or other
transaction between the Corporation and one or more of its Directors or any
other corporation, firm, association or entity in which one or more of the
Directors are directors or officers or are financially interested shall be
either void or voidable because of such relationship or interest or because such
Director or Directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:

           (a)The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested Directors; or

           (b)The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

           (c)The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board, a committee, or the
shareholders.

        Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

        Shares owned by or voted under the control of a Director who has a
relationship or interest in the subject transaction may not be counted in the
shareholders' vote to determine whether to authorize, approve, or ratify a
conflict of interest transaction under subparagraph (b) above.


                                   ARTICLE VII
                                   Committees

         Section 1. Committees. The Board of Directors, by resolution adopted by
a majority of the full Board, may designate from among its members an Executive
Committee, Audit Committee, Finance and Budget Committee, Compensation
Committee, Nominating Committee and one or more other committees and may
designate one or more Directors as alternate members of any such committee who
may act in the place and stead of any absent member or members at any meeting of
such committee.

         The members of committees, who shall be at least two in number, shall
act only as a committee and the individual members shall have no power as such.
Unless the Board of Directors elects a committee chairman, each committee shall
elect its own chairman and secretary, and have full power and authority to make
rules for the conduct of its business. The Board shall have the power at any
time to change the membership of committees, fill vacancies, and to abolish
committees.

          Neither the designation of any such committee, the delegation thereto
of authority, nor action by such committee pursuant to such authority shall
alone constitute compliance by any member of the Board of Directors not a member
of the committee in question with his responsibility to act in good faith, in a
manner he reasonably believes to be in the best interests of the Corporation,
and with such care as an ordinarily prudent person in a like position would use
under similar circumstances.

         Section 2. Executive Committee. The Executive Committee shall have and
may exercise all of the powers of the Board of Directors during the intervals
between the meetings of the Board in the management of the business and affairs
of the Corporation. A majority of the Executive Committee shall constitute a
quorum for the transaction of business, and the act of a majority of those
present at a meeting, at which a quorum is present, shall be the act of the
Executive Committee. The Executive Committee shall keep a record of its acts and
proceedings and make a report thereof from time to time to the Board of
Directors.

                   The Executive Committee shall not have the authority to:

                  (a)approve or  recommend  to  shareholders  actions or
proposals  required  by the Florida Business Corporation Act to be approved by
shareholders;

                  (b)fill vacancies on the Board of Directors or any committee
thereof;

                  (c)adopt, amend or repeal the Bylaws;

                  (d)authorize or approve the  reacquisition  of shares unless
pursuant to a general formula or method specified by the Board of Directors; or

                  (e)authorize or approve the issuance or sale or contract for
the sale of shares, or determine the designation and relative rights,
preferences, and limitations of a voting group except that the Board of
Directors may authorize a committee (or a senior executive officer of the
Corporation) to do so within limits specifically prescribed by the Board of
Directors.


         Section 3. Audit Committee: The Audit Committee shall be composed of at
least three outside Directors. The Committee will nominate the public accounting
firm to conduct the annual audit of the Corporation and submit the nomination to
the Board of Directors for approval. The Audit Committee shall keep a record of
its acts and proceedings and make a report thereof from time to time to the
Board of Directors.

                                  ARTICLE VIII
                                    Officers

         Section 1. Executive Officers. The officers of the Corporation may
consist of a Chairman of the Board of Directors, and shall consist of a
President, a Secretary, a Treasurer, and such other officers as may be
determined and appointed by the Board of Directors. Officers shall be appointed
by the Board of Directors at least annually, at the first meeting of Directors
immediately following the annual meeting of shareholders of the Corporation, and
shall serve until their successors are appointed and shall qualify. Any two or
more offices may be held by the same person.

         Section 2. Duties.  The officers of the Corporation shall have the
following duties:

                (a)President. The President shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect, subject, however,
to the right of the Board to delegate to others, so far as it lawfully may, any
specific powers; and shall, in the absence of the Chairman of the Board, preside
at all meetings of the shareholders and of the Board of Directors. The President
may appoint such agents as he may deem necessary, who shall hold office during
his pleasure, and who shall have such authority and shall perform such duties as
from time to time he may prescribe.

              (b)Secretary. The Secretary shall have custody of, and maintain,
all of the corporate records except the financial records, shall record the
minutes of all meetings of the shareholders and of the Board of Directors, send
all notices of meetings, authenticate records of the Corporation and perform
such other duties as may be prescribed by the Board of Directors or the
President.

              (c)Treasurer. The Treasurer shall have custody of all corporate
funds and shall perform such other duties as may be prescribed by the Board of
Directors or the President.

         Section 3. Removal of Officers. Any officer or agent appointed by the
Board of Directors may be removed by the Board with or without cause, whenever
in its judgment the best interests of the Corporation will be served thereby.

        Any vacancy, however occurring, in any office may be filled by the Board
of Directors.

        An officer's removal does not affect the officer's contract rights, if
any, with the Corporation. An officer's resignation does not affect the
Corporation's contract rights, if any, with the officer. The appointment of an
officer does not of itself create contract rights.


                                   ARTICLE IX
                                  Capital Stock

         Section 1. Certificates of Stock. The Board of Directors shall provide
for the issue and transfer of the capital stock of the Corporation and prescribe
the form of the certificates for such stock.

         Section 2. Form. Certificates representing shares in the Corporation
shall be signed (either manually or in facsimile) by the President or Vice
President and the Treasurer or an Assistant Treasurer and may be sealed with the
seal of the Corporation or a facsimile thereof. In case any officer who signed
such certificate, or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issuance.

         If and to the extent the Corporation is authorized to issue different
classes of shares or different series within a class, each certificate
representing shares shall state or fairly summarize upon the front or back of
the certificate, or shall state conspicuously on its front or back that the
Corporation will furnish to any shareholder upon request and without charge a
full statement of:

          (a)The designations,  preferences,  limitations,  and relative rights
applicable to each class.

          (b)The variations in the relative rights, preferences and limitations
determined for each series, and the authority of the Board of Directors to
determine the variations for future series.

     Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate such restrictions, or shall state that the Corporation will furnish
to any shareholder upon request and without charge a full statement of such
restrictions.

     Each certificate representing shares shall state upon the face thereof: the
name of the Corporation; that the Corporation is organized under the laws of the
State of Florida; the name of the person or persons to whom issued; the number
and class of shares; and the designation of the series, if any, which such
certificate represents.

         Section 3.  Transfer  of  Stock.  The  stock  of  the  Corporation
shall  be  transferable  or assignable  on the books of the  Corporation  by the
holders  in  person  or by  attorney  on the  surrender  of the certificates
therefor.

                                    ARTICLE X
                                   Fiscal Year

         The fiscal year of the Corporation shall be the calendar year.


                                   ARTICLE XI
              Indemnification of Directors, Officers and Employees

         The Corporation shall indemnify any Director, officer, or employee or
any former Director, officer, or employee to the full extent permitted by law.


                                   ARTICLE XII
                                    Dividends

         The Board of Directors of the Corporation may, from time to time,
declare, and the Corporation may pay, dividends on its shares in cash, property
or its own shares, except as prohibited by law, or when contrary to any
restrictions contained in corporate indentures, bonds, or other financing
agreements.


                                  ARTICLE XIII
                                    Amendment

         Except as provided in Article VIII of the Articles of Incorporation,
these Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by an affirmative vote of at least two-thirds of the number of Directors
constituting the Board of Directors or by an affirmative vote of the holders of
at least two-thirds of the outstanding Voting Stock (as defined in Article VIII
of the Articles of Incorporation) of the Corporation.


                                   ARTICLE XIV
                                     Gender

         All references herein to the masculine pronoun shall be deemed to
include the feminine pronoun.