Exhibit 3

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
AMENDED FEBRUARY 18, 1999
AMENDED DECEMBER 14, 1999
AMENDED MARCH 3, 2000
AMENDED JULY 10, 2000

FLORIDA PROGRESS CORPORATION

BYLAWS



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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. An annual meeting of shareholders
shall be held for the election of directors at such date, time and place,
either within or without the State of Florida, as shall be determined by the
Board of Directors. Any other proper business may be transacted at the annual
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

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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.

Any meeting may be adjourned from time to time, whether or not a
quorum is present, by the chairperson of the meeting or by the vote of a
majority of the votes entitled to be cast by the shares represented thereat. 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
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

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| |                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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

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| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                                                                                       

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ARTICLE IV
Directors

Section 1. Number and Term of Office. The Board of Directors of
the Corporation shall consist of nine (9) 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 with each Class consisting 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.                                                                                                                                                                                                                                                                                

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| |                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, and shall be authorized to adopt and enforce rules for the
conduct of such meetings. In such capacity, he shall have the authority to
adjourn or postpone meetings of the shareholders, whether or not a quorum is
present. 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.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                            

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| |                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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   

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| |                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.

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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.

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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.

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