Exhibit (3) (ii)











                                     BYLAWS

                                       OF

                          Florida Progress Corporation

                             (A Florida Corporation)



                        Amended as of September 19, 2003



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                                TABLE OF CONTENTS

                                    ARTICLE 1
                                     Offices
1.1      Principal Office....................................................1
1.2      Registered Office...................................................1
1.3      Other Offices.......................................................1

                                    ARTICLE 2
                            Meetings of Shareholders
2.1      Place of Meetings...................................................1
2.2      Annual Meetings.....................................................1
2.3      Substitute Annual Meeting...........................................1
2.4      Special Meetings....................................................1
2.5      Notice of Meetings..................................................1
2.6      Quorum..............................................................2
2.7      Voting of Shares....................................................2
2.8      Conduct of Meetings.................................................3
2.9      Informal Action by Shareholders.....................................3

                                    ARTICLE 3
                               Board of Directors
3.1      General Powers......................................................3
3.2      Number and Qualifications...........................................3
3.3      Election of Directors...............................................3
3.4      Term of Directors...................................................4
3.5      Removal.............................................................4
3.6      Resignation.........................................................4
3.7      Vacancies...........................................................4
3.8      Chairman of the Board...............................................4
3.9      Compensation........................................................5

                                    ARTICLE 4
                              Meetings of Directors
4.1      Regular Meetings....................................................5
4.2      Special Meetings....................................................5
4.3      Notice of Meetings..................................................5
4.4      Waiver of Notice....................................................5
4.5      Quorum..............................................................5
4.6      Manner of Acting....................................................5
4.7      Presumption of Assent...............................................6
4.8      Informal Action by Directors........................................6
4.9      Participation by Telephone..........................................6

                                       i
<PAGE>

                                    ARTICLE 5
                                   [Reserved]

                                    ARTICLE 6
                                    Officers
6.1      Officers of the Corporation.........................................6
6.2      Appointment and Term................................................6
6.3      Compensation........................................................7
6.4      Removal and Resignation.............................................7
6.5      Bonds...............................................................7
6.6      President...........................................................7
6.7      Vice Presidents.....................................................7
6.8      Secretary...........................................................8
6.9      Assistant Secretaries...............................................8
6.10     Treasurer...........................................................8
6.11     Assistant Treasurers................................................8
6.12     Voting of Stock Held................................................9

                                    ARTICLE 7
                                  Capital Stock
7.1      Certificated and Uncertificated Shares..............................9
7.2      Share Transfer Records.............................................10
7.3      Lost or Destroyed Certificate......................................10
7.4      Closing of Transfer Books or Fixing Record Date....................10
7.5      Holder of Record...................................................10

                                    ARTICLE 8
                       Loans; Contracts; Checks; Deposits
8.1      Loans..............................................................11
8.2      Contracts..........................................................11
8.3      Checks, Notes and Drafts...........................................11
8.4      Deposits...........................................................11

                                    ARTICLE 9
                               General Provisions
9.1      Distributions......................................................11
9.2      Seal...............................................................11
9.3      Notice.............................................................11
9.4      Waiver of Notice...................................................12
9.5      Fiscal Year........................................................12
9.6      Amendment of Bylaws................................................12

                                       ii
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                                   ARTICLE 10
                                 Indemnification
10.1     Indemnification of Directors.......................................12
10.2     Indemnification of Officers, Etc...................................13
10.3     Enforcement Expenses...............................................14
10.4     Insurance..........................................................14








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                          FLORIDA PROGRESS CORPORATION

                                    ARTICLE 1
                                     Offices

     1.1  Principal  Office.  The Board of  Directors  may  designate  where the
principal office of the Corporation shall be from time to time.

     1.2  Registered  Office.  The Board of Directors  may  designate  where the
registered  office of the  Corporation  required by law to be  maintained in the
State of  Florida  shall be.  The  registered  office  may be,  but need not be,
identical with the principal office.

     1.3 Other Offices.  The  Corporation may have offices at such other places,
either  within or without the State of Florida,  as the Board of  Directors  may
designate or as the affairs of the Corporation may require from time to time.

                                    ARTICLE 2
                            Meetings of Shareholders

     2.1 Place of Meetings.  All meetings of shareholders  shall be held at such
place,  either  within or without the State of  Florida,  as may be fixed by the
person or persons calling the meeting pursuant to these Bylaws and designated in
the  notice  of  meeting  or in a duly  executed  waiver  of  notice.  Absent  a
designation  in the  notice  of  meeting  or a waiver  of  notice,  meetings  of
shareholders shall be held at the principal office of the Corporation.

     2.2 Annual Meetings.  The annual meeting of shareholders,  for the election
of directors and the transaction of any other business  properly  brought before
the meeting,  shall be held on or before December 15 of each year, at 10 o'clock
A.M.  or at such other date or hour as stated in the notice of  meeting.  If the
day fixed for the  annual  meeting  is a legal  holiday  in the place  where the
meeting is to be held, the meeting shall be held on the next business day at the
designated time.

     2.3 Substitute Annual Meeting. If the annual meeting is not held on the day
designated in Section 2.2, a substitute  annual meeting shall be held as soon as
convenient  after the planned  date,  as provided in Section  2.4. A  substitute
annual  meeting shall be  designated  and treated for all purposes as the annual
meeting.

     2.4 Special Meetings.  Special meetings of the shareholders for any purpose
or  purposes  may be  called  at any time by the  President,  or upon  call by a
majority of the Board of Directors of the  Corporation or by the Chairman of the
Board or as required by law.

     2.5 Notice of Meetings.

          (a) Written notice  stating the place,  date and hour of every meeting
of  shareholders  shall be given  not  less  than 10 days nor more  than 60 days
before  the date of the  meeting  to each  shareholder  entitled  to vote on any

<PAGE>

matter at the  meeting.  Notice shall be given to all  shareholders  at least 25
days in advance with respect to any meeting at which a merger or share  exchange
is to be  considered,  and in other  instances as required by law.  Delivery and
effectiveness of notice shall be as provided by Section 9.3 of these Bylaws.

          (b) In the case of a special  meeting,  the  notice of  meeting  shall
specifically  state the purpose or purposes for which the meeting is called, and
no business shall be transacted or corporate action taken other than that stated
in the notice. In the case of an annual or substitute annual meeting, the notice
of meeting  need not  specifically  state the business to be  transacted  unless
required by law.

          (c) When a meeting  is  adjourned  for 30 days or more,  notice of the
adjourned meeting shall be given as in the case of an original  meeting.  When a
meeting is adjourned to a different  place or time,  or to a different  date not
more than 30 days after the date of the original meeting,  and a new record date
is not fixed for the adjourned  meeting,  it is not necessary to give any notice
of the adjourned  meeting other than by announcement at the meeting at which the
adjournment  is taken. A new record date must be set if the meeting is adjourned
to a date more than 30 days after the date of the original meeting,  and in such
case a notice of the  adjourned  meeting must be given to every  shareholder  of
record  as of the new  record  date who is  otherwise  entitled  to  notice of a
meeting  (based on the  matters to be  addressed  at such  meeting)  under these
Bylaws. Any meeting at which directors are to be elected shall be adjourned only
from day-to-day until such directors have been elected.

     2.6 Quorum.

          (a) The holders of a majority of the stock of the  Corporation  having
voting powers must be present in person or  represented by proxy at each meeting
of the shareholders to constitute a quorum.  Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting and for any  adjournment  of the meeting unless a new record date
is or must be set for the adjourned meeting.

          (b) In the  absence  of a quorum  at the  opening  of any  meeting  of
shareholders,  such meeting may be adjourned  from time to time by a vote of the
majority of the shares  voting on the motion to  adjourn.  Subject to the notice
requirements  of Section  2.5,  at any  adjourned  meeting any  business  may be
transacted which might have been transacted at the original  meeting,  following
establishment of a quorum with respect to the matter.

     2.7 Voting of Shares.

          (a) Subject to the provisions of the Articles of  Incorporation,  each
shareholder  entitled to vote on a matter  coming  before the  meeting  shall be
entitled to one vote as to that  matter for each share of capital  stock held of
record by the shareholder.

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          (b) Action on a matter is  approved  if a quorum of shares  exists and
the votes cast in favor of the action  exceed the votes  opposed to the  action,
unless  a  greater  vote in  favor  is  required  by  law,  by the  Articles  of
Incorporation or by a Bylaw adopted by the shareholders in accordance with law.

          (c) The President of the Corporation's parent, or his designee,  shall
vote the shares of the Corporation.

     2.8 Conduct of Meetings. At each meeting of the shareholders,  the Chairman
of the Board,  if any,  shall act as chairman and  preside.  The Chairman of the
Board may designate another person to preside as chairman of the meeting. If the
Chairman of the Board is absent from the meeting and has not made a designation,
or if there is no  Chairman  of the Board,  the  designation  may be made by the
directors present or the President.  The Secretary or an Assistant Secretary, or
a person whom the chairman of such meeting shall appoint, shall act as secretary
of the  meeting.  The  chairman of the meeting  shall  announce  the opening and
closing of the polls for each matter voted upon.

     2.9  Informal  Action by  Shareholders.  Any action  that may be taken at a
meeting  of the  shareholders  may be taken  without  a  meeting  if one or more
written  consents,  setting  forth  the  action  taken,  is signed by all of the
shareholders who would be entitled to vote upon such action at a meeting, and is
delivered to the Secretary to be kept as part of the corporate records,  whether
done before or after the action so taken.

                                    ARTICLE 3
                               Board of Directors

     3.1 General Powers. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the  Corporation  shall be managed
by, the Board of Directors,  except as otherwise  expressly provided by law, the
Articles of Incorporation or these Bylaws.

     3.2 Number and  Qualifications.  The number of directors of the Corporation
shall not be less than eleven (11) nor more than fifteen  (15).  The  authorized
number of directors,  within the limits above specified,  shall be determined by
the  affirmative  vote of a majority  of the whole board given at any regular or
special  meeting  of the  Board of  Directors,  provided  that,  the  number  of
directors  shall not be  reduced to a number  less than the number of  directors
then in office unless such  reduction  shall become  effective only at and after
the next ensuing  meeting of the  shareholders  for the  election of  directors.
Directors need not be residents of the state of Florida or  shareholders  of the
Corporation.

     3.3 Election of Directors.  Except as provided in Sections 3.4 and 3.5, the
directors shall be elected at the annual meeting of  shareholders.  In addition,
an election of  directors  may take place at a special  meeting of  shareholders
called for that purpose.  That number of persons,  corresponding with the number
of  available  seats,  who receive  the highest  number of votes at a meeting at
which a quorum is present shall be deemed to have been elected.

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<PAGE>


     3.4 Term of Directors.

          (a) Each initial  director named in the Articles of  Incorporation  or
organizational  minutes of the  Corporation  shall hold  office  until the first
shareholders'  meeting at which directors are elected,  or until such director's
death,  resignation  or  removal.  The term of every other  director  (including
directors   elected  to  fill  a  vacancy)  shall  expire  at  the  next  annual
shareholders'  meeting following the director's election or upon such director's
earlier death,  resignation or removal. The term of a director elected to fill a
vacancy  expires  at the  next  shareholders'  meeting  at which  directors  are
elected.

          (b) A  decrease  in the number of  directors  made  pursuant  to these
Bylaws does not shorten an incumbent  director's term; removal or resignation is
required.

          (c) Despite the expiration of a director's  stated term, such director
shall  continue to serve until the  director's  death,  resignation  or removal,
until a successor shall be elected or until there is a decrease in the number of
directors.

     3.5 Removal.  An  individual  director can be removed upon the  affirmative
vote of the  remaining  directors  in office.  If any  director  is  removed,  a
successor  director  may be elected at the same  meeting.  A director may not be
removed at a meeting  unless the notice of the  meeting  states  that one of the
purposes of the meeting is removal of the director.

     3.6  Resignation.  A director may resign at any time by  communicating  his
resignation,  orally or in writing, to the Board of Directors,  its Chairman, or
the  Corporation (if orally given,  the resignation  must be communicated to the
chief executive officer of the Corporation).  Such resignation is effective when
communicated  unless it  specifies in writing a later date or  subsequent  event
upon which it will become effective.

     3.7 Vacancies. Any vacancy occurring on the Board of Directors, including a
vacancy caused by an increase in the authorized number of directors or a failure
of the  shareholders to elect the full authorized  numbers of directors,  may be
filled by the  affirmative  vote of a majority of the remaining  directors (even
though a quorum cannot be established)  or by the sole remaining  director or as
required by law.

     3.8 Chairman of the Board. There may be a Chairman and Vice Chairman of the
Board of  Directors  elected by the  directors  from among  their  number at any
meeting of the Board of Directors.  The Chairman, or in his absence his designee
or the Vice  Chairman,  shall  preside at all meetings of the Board of Directors
and shareholders, and each shall perform such other duties as may be directed by
the Board of Directors. Upon the failure of the Chairman, Vice Chairman or their
designee to attend, the directors present, if a quorum, may elect any of them to
serve as Chairman of the meeting.

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     3.9  Compensation.  The Board of Directors may authorize the Corporation to
compensate  directors for their services as such and may provide for the payment
of any or all expenses  incurred by  directors in attending  regular and special
meetings of the Board of Directors and  Shareholders.  This provision  shall not
preclude  directors  from  serving  the  Corporation  in  other  capacities  and
receiving compensation for such other services.

                                    ARTICLE 4
                              Meetings of Directors

     4.1 Regular Meetings.  A regular meeting of the Board of Directors shall be
held  immediately  after,  and at the same  place  as,  the  annual  meeting  of
shareholders.  In addition,  the Board of Directors may provide,  by resolution,
the time and place,  either  within or  without  the State of  Florida,  for the
holding of additional regular meetings.

     4.2 Special  Meetings.  Special  meetings of the Board of Directors  may be
called by or at the request of the Chairman of the Board,  the  President or any
two directors.  Such a meeting may be held either within or without the State of
Florida, as fixed by the person or persons calling the meeting.

     4.3 Notice of Meetings.  Regular  meetings of the Board of Directors may be
held  without  notice.  The person or persons  calling a special  meeting of the
Board of  Directors  shall,  at least two days before the  meeting,  give notice
thereof by any usual means of  communication.  Notice of a regular  meeting need
not specify  the  purpose  for which the meeting is called.  Notice of a special
meeting need only be given as may be required by law. Any duly convened  regular
or special meeting may be adjourned by the directors to a different place,  date
or time without further notice.

     4.4 Waiver of Notice. Any director may waive notice of any meeting,  either
before or after the meeting.  Except as set forth in the next sentence, a waiver
of  notice  shall be in  writing  and shall be filed by the  Secretary  with the
corporate records or as part of the minutes of the meeting.  The attendance by a
director  at a meeting  shall  constitute  a waiver  of notice of such  meeting,
except where a director at the  beginning  of the meeting (or promptly  upon his
arrival)  objects to the holding of the meeting or  transacting  business at the
meeting and does not vote for or assent to any action taken at the meeting.

     4.5 Quorum.  A majority of the number of  directors  fixed by these  Bylaws
shall  constitute a quorum for the transaction of business at any meeting of the
Board of Directors.

     4.6 Manner of Acting.  Except as  otherwise  provided  in the  Articles  of
Incorporation, in these Bylaws or as required by law, the act of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

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     4.7 Presumption of Assent.  A director of the Corporation who is present at
a meeting of the Board of Directors at which action on any  corporate  matter is
taken  shall be  presumed to have  assented  to the action  taken  unless (i) he
objects at the  beginning  of the  meeting,  or promptly  upon his  arrival,  to
holding  the  meeting  or  transacting  business  at it,  (ii)  his  dissent  or
abstention from the action is entered in the minutes of the meeting, or (iii) he
files written  notice of his dissent to or abstention  from such action with the
presiding  officer of the meeting before its adjournment or with the Corporation
immediately  after the  adjournment  of the  meeting.  The right of  dissent  or
abstention is not available to a director who voted in favor of such action.

     4.8 Informal  Action by Directors.  Action taken by a majority of the Board
of  Directors  without a meeting  is  nevertheless  Board  action if one or more
written  consents to the action in  question  is signed by all of the  directors
before or after the  action is taken,  and is  included  in the  minutes  of the
proceedings of the Board of Directors or filed with the corporate records.

     4.9  Participation by Telephone.  Any one or more directors may participate
in a meeting of the Board of  Directors  by means of a  conference  telephone or
similar  communications  device  that allows all  persons  participating  in the
meeting to hear each other.  Directors  participating  in the Board of Directors
meeting by this means shall be deemed present in person at the meeting.

                                    ARTICLE 5
                                   [Reserved]

                                    ARTICLE 6
                                    Officers

     6.1  Officers of the  Corporation.  The officers of the  Corporation  shall
consist of a Chairman of the Board, a President,  a Vice President,  a Secretary
and a Treasurer,  and such other officers, as may from time to time be appointed
by or under the authority of the Board of Directors. Any two or more offices may
be held by the same  person  but no  officer  may act in more than one  capacity
where the action of two or more  officers is  required.  The Board of  Directors
shall  appoint the Chief  Executive  Officer.  In the event the Chief  Executive
Officer is unavailable at the time for needed action, or in other  circumstances
as  directed  by the  Chief  Executive  Officer,  then the  Chairman,  or if the
Chairman is  unavailable,  then the Vice  Chairman,  if any, or the President if
there is no Vice Chairman,  who is not then serving as Chief Executive  Officer,
shall be the next  officer in line of  authority  to perform the duties of Chief
Executive Officer.  If the Chairman,  the Vice Chairman and the President should
be  unavailable  at the time for needed  action,  or in other  circumstances  as
directed  by the  Chief  Executive  Officer,  then the next  officer  in line of
authority to perform the duties of the Chief  Executive  Officer shall be a Vice
President as designated by the Chief Executive Officer.

     6.2  Appointment  and  Term.  The  officers  of the  Corporation  shall  be
appointed by the Board of Directors or by a duly appointed officer authorized by
the Board of Directors to appoint one or more subordinate officers. Each officer
serves at the pleasure of the  directors  and shall hold office until his death,
resignation,  retirement  or  removal  or until his  successor  shall  have been
appointed.

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     6.3 Compensation. The compensation of all officers of the Corporation shall
be fixed by or under the authority of the Board of  Directors.  No officer shall
serve the  Corporation  in any other  capacity  (other than as a  director)  and
receive compensation therefor unless such additional  compensation is authorized
by the Board of Directors.

     6.4 Removal and Resignation.

          (a) Any officer may be removed by the Board of  Directors  at any time
with or without  cause,  but such removal  shall not itself affect the officer's
contract rights under a written agreement, if any, with the Corporation.

          (b) An officer may resign at any time by communicating his resignation
to the Corporation,  orally or in writing, but such resignation shall not affect
the Corporation's contract rights, if any, with the officer. Such resignation is
effective when  communicated  unless it specifies in writing a delayed effective
time. If a resignation specifies a delayed effective time and is accepted by the
Corporation,  the  Board  of  Directors  may  fill the  pending  vacancy  if the
successor does not take office until the effective time of the resignation.

     6.5 Bonds.  The Board of Directors may by  resolution  require any officer,
agent,  or employee of the  Corporation  to give bond to the  Corporation,  with
sufficient  sureties,  conditioned on the faithful  performance of the duties of
his respective  office or position,  and to comply with such other conditions as
may from time to time be required by the Board of Directors.

     6.6 President.  Unless otherwise  specified by the Board of Directors,  the
President shall be primarily  responsible for the  implementation of policies of
the Board of Directors.  Subject to the control of the Board, he shall supervise
and control all of the business and affairs of the  Corporation.  In the absence
of the Chairman and the Vice  Chairman of the Board,  or if there are no persons
appointed to those  positions,  the  President  shall preside at all meetings of
shareholders.  The  President may execute in the name of the  Corporation  stock
certificates,  deeds, mortgages,  bonds, contracts or other documents authorized
by the Board of  Directors  except in cases where the signing and the  execution
thereof is  expressly  delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the  Corporation  or is required by law otherwise
to be executed. In addition,  the President shall perform all duties incident to
the office of the  President  and such other duties as may be assigned to him by
the Board of Directors.

     6.7 Vice  Presidents.  Each Vice President,  if any, shall have such powers
and duties as may from time to time be assigned to him by the Board of Directors
or delegated to him by the President. Any Vice President may execute in the name
of the Corporation certificates for shares of the Corporation. In the absence of
the President or in the event of his death,  inability or refusal to act, unless
otherwise  determined by the Board of Directors,  the Vice  Presidents  (if more
than one, in order based on length of service in such  capacity),  shall perform
the duties of the President, and when so acting shall have all the powers of and
be subject to all the restrictions upon the office of the President.

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<PAGE>

     6.8 Secretary. The Secretary shall: (i) keep the minutes of the meetings of
shareholders,  of the Board of Directors  and of all  committees of the Board of
Directors  in one or more books  provided  for that  purpose;  (ii) see that all
notices are duly given in accordance  with the  provisions of these Bylaws or as
required by law; (iii) maintain and  authenticate the records of the Corporation
and be  custodian  of the seal of the  Corporation  and see that the seal of the
Corporation is affixed to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized;  (iv) sign with the President, or
a Vice President,  certificates for shares of the  Corporation,  the issuance of
which shall have been  authorized by  resolution of the Board of Directors;  (v)
maintain and have general charge of the stock transfer books of the Corporation;
(vi) prepare or cause to be prepared  shareholder lists prior to each meeting of
shareholders  as  required by law;  (vii)  attest the  signature  or certify the
incumbency or signature of any officer of the Corporation; and (viii) in general
perform all duties  incident to the office of secretary and such other duties as
from  time to  time  may be  prescribed  by the  President  or by the  Board  of
Directors.

     6.9 Assistant Secretaries.  In the absence of the Secretary or in the event
of his death,  inability or refusal to act,  the  Assistant  Secretaries  in the
order of their  length of  service  as  Assistant  Secretary,  unless  otherwise
determined by the President or the Board of Directors,  shall perform the duties
of the  Secretary and when so acting shall have all the powers of and be subject
to all  the  restrictions  upon  the  office  of the  Secretary.  The  Assistant
Secretaries  shall  perform  such other duties as may be assigned to them by the
Secretary,  by the  President,  or by the  Board  of  Directors.  Any  Assistant
Secretary may sign, with the President or a Vice President, documents authorized
to be signed by the Secretary and certificates for shares of the Corporation.

     6.10 Treasurer.  The Treasurer shall: (i) have charge and custody of and be
responsible  for all funds and securities of the  Corporation;  receive and give
receipts  for  money  due  and  payable  to  the  Corporation  from  any  source
whatsoever,  and deposit all such money in the name of the  Corporation  in such
depositories  as shall be selected in accordance  with the provisions of Section
8.4 of these Bylaws; (ii) maintain appropriate accounting records as required by
law; (iii) prepare, or cause to be prepared,  annual financial statements of the
Corporation that include a balance sheet as of the end of the fiscal year and an
income and cash flow  statement for that year,  which  statements,  or a written
notice of their  availability,  shall be mailed to each  shareholder  within 120
days after the end of such fiscal year;  and (iv) in general  perform all of the
duties incident to the office of treasurer and such other duties as from time to
time may be prescribed by the President or by the Board of Directors.

     6.11 Assistant Treasurers.  In the absence of the Treasurer or in the event
of his death, inability or refusal to act, the Assistant Treasurers in the order
of their length of service as Assistant  Treasurer,  unless otherwise determined
by the Board of Directors,  shall perform the duties of the Treasurer,  and when
so acting  shall have all the  powers of and be subject to all the  restrictions
upon the office of the Treasurer. They shall perform such other duties as may be
assigned to them by the Treasurer,  by the President,  by the Board of Directors
or an authorized committee thereof.

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<PAGE>

     6.12  Voting  of Stock  Held.  Unless  otherwise  provided  by the Board of
Directors,  the President or, if authorized by the President, any Vice President
or the Secretary may from time to time appoint one or more  attorneys-in-fact or
agent or agents of the  Corporation to cast the votes which the  Corporation may
be entitled to cast as a shareholder or otherwise in any other  corporation,  to
waive notice of meetings or to consent in writing to any action by  shareholders
of any other such  corporation,  or to take any action for the  Corporation as a
partner in any partnership or a member in any limited  liability  company.  Such
officer  may  instruct  the person or persons so  appointed  as to the manner of
casting votes,  waiving notice or giving consent, and may execute or cause to be
executed on behalf of the Corporation written appointments of proxies, consents,
waivers or other  instruments he may deem necessary or proper.  The President or
at his direction  any Vice  President or the Secretary may attend any meeting of
the holders of stock or other securities of such other corporation,  any meeting
of partners of a partnership or members of a limited liability company, and vote
or exercise any powers of the  Corporation  as the holder of such stock or other
securities, as partner or as member.

                                    ARTICLE 7
                                  Capital Stock

     7.1 Certificated and Uncertificated Shares.

          (a) The Board of  Directors,  as permitted by law, may  authorize  the
issuance of some or all of the shares of the Corporation's  classes or series of
capital stock without issuing  certificates to represent such shares.  If shares
are  represented  by  certificates,  the  certificates  shall be in such form as
required by law and as determined by the Board of Directors.  Certificates shall
be signed by the President or a Vice President and by the Secretary or Treasurer
or an Assistant Secretary or an Assistant Treasurer.  The signatures of any such
officers upon a  certificate  may be facsimiles or may be engraved or printed or
omitted if the certificate is  countersigned  by a transfer agent, or registered
by a  registrar,  other  than  the  Corporation  itself  or an  employee  of the
Corporation.  If an officer who has signed or whose facsimile or other signature
has been  placed  upon a  certificate  ceases  to hold  the  office  before  the
certificate is issued, the certificate may be issued by the Corporation with the
same effect as if he held the office on the date of issuance.

          (b) All  certificates  for shares shall be  consecutively  numbered or
otherwise  identified  and  entered  into  the  stock  transfer  records  of the
Corporation. When shares are represented by certificates,  the Corporation shall
issue and  deliver to each  shareholder  to whom such shares have been issued or
transferred  certificates  representing the shares owned by him. When shares are
not  represented  by  certificates,  then  within a  reasonable  time  after the
issuance or transfer of such shares,  the Corporation shall send the shareholder
to whom such shares have been issued or  transferred a written  statement of the
information required by law to be on certificates.

          (c) If  uncertificated  shares are issued,  the Corporation shall send
each  holder  of such  shares a written  statement  containing  the  information
required by law.

                                       9

<PAGE>

          (d) Transfer agents or registrars, or both, for one or more classes of
the stock of the  Corporation may be appointed by the Board of Directors and may
be required to  countersign  certificates  representing  shares of such class or
classes.

     7.2 Share Transfer  Records.  The Corporation shall maintain share transfer
records,  containing the name and address of each  shareholder of record and the
number  and class or series of shares  held by such  shareholder.  Transfers  of
shares of the  Corporation  shall be made only on the share transfer  records of
the  Corporation  by the  holder  of  record  thereof  or by an  agent  or legal
representative   duly   authorized  in  writing  and  only  upon  surrender  for
cancellation  of the  certificate for such shares (if the shares are represented
by certificates), duly endorsed.

     7.3 Lost or Destroyed Certificate. The Board of Directors may direct that a
new certificate be issued in place of a certificate claimed to have been lost or
destroyed,  upon receipt of an  affidavit of such fact from the person  claiming
loss or destruction. In authorizing the issuance of a new certificate, the Board
of  Directors  may require the claimant to give the  Corporation  a bond in such
sum,  and with such surety,  as the Board of  Directors  may direct as indemnity
against any claim that may be made against the  Corporation  with respect to the
certificate  claimed to have been lost or  destroyed,  except where the Board of
Directors by  resolution  finds that in its judgment the  circumstances  justify
omission of a bond.

     7.4 Closing of Transfer Books or Fixing Record Date.

          (a) If no  record  date is fixed by the  Board  of  Directors  for the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders,  the close of business  on the day before the first  notice of the
meeting is given to shareholders shall be the record date for such determination
of shareholders or as required by law.

          (b) The  Board  of  Directors  may fix a date as the  record  date for
determining  shareholders  entitled to a distribution or share  dividend.  If no
record  date is fixed by the  Board of  Directors  for such  determination,  the
record date shall be the date the Board of Directors authorizes the distribution
or share dividend.

         7.5......Holder of Record. Except as otherwise provided by law, the
Corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of shares. The Corporation may assume that the
holder of record had full competency, capacity and authority to exercise all
rights of ownership, irrespective of any knowledge or notice to the contrary or
any description indicating a representative, pledge or other fiduciary relation
or any reference to any other instrument or to the rights of any other person
appearing upon the records of the Corporation or upon the share certificate.

                                       10

<PAGE>

                                    ARTICLE 8
                       Loans; Contracts; Checks; Deposits

     8.1 Loans. No loans shall be contracted on behalf of the  Corporation,  and
no evidence of indebtedness  shall be issued in its name unless  authorized by a
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances.

     8.2  Contracts.  The  Board of  Directors  may  authorize  any  officer  or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument,  filing  or  certificate  in  the  name  of  and  on  behalf  of the
Corporation,  and  such  authority  may  be  general  or  confined  to  specific
instances.

     8.3 Checks, Notes and Drafts. All checks, notes, drafts or other orders for
the payment of money, issued in the name of the Corporation,  shall be signed by
such officer or officers,  agent or employees of the  Corporation  as shall from
time to time  be  determined  by  resolution  of the  Board  of  Directors.  Any
authorized signature may be a facsimile.

     8.4 Deposits.  All funds of the Corporation not otherwise employed shall be
deposited to the credit of the Corporation in such  depositories as the Board of
Directors select.

                                    ARTICLE 9
                               General Provisions

     9.1 Distributions.  The Board of Directors may from time to time authorize,
and  the  Corporation  may  grant,  distributions  and  share  dividends  to its
shareholders  pursuant to law and subject to the  provisions  of the Articles of
Incorporation.

     9.2  Seal.  The  corporate  seal of the  Corporation  shall  be in the form
approved from time to time by the Board of Directors.

     9.3 Notice.

          (a) Notice may be communicated:  in person;  by telephone,  telegraph,
teletype,  or other  form of wire or  wireless  communication,  or by  facsimile
transmission; or by mail or private carrier.

          (b) Written notice is effective at the earliest of the following:

               (i) When received;

               (ii) Five days after its  deposit in a  depository  in the United
                    States  mail,  as  evidenced by the postmark or based on the
                    affidavit  of the person  depositing  the notice,  if mailed
                    with postage thereon prepaid and correctly addressed;

                                       11
<PAGE>

               (iii)On the  date  shown  on  the  return  receipt,  if  sent  by
                    registered  or certified  mail,  return  receipt  requested,
                    signed by or on behalf of the  addressee.  Anyone  accepting
                    the mail at the stated address and signing the receipt shall
                    be  conclusively  presumed  to have  acted on  behalf of the
                    addressee.

          (c) Oral notice is effective when actually  communicated to the person
to whom given.

          (d) If these  Bylaws  prescribe  notice  requirements  for  particular
circumstances, those requirements govern.

     9.4 Waiver of Notice.  In addition to provisions  elsewhere in these Bylaws
regarding  waiver of notice,  whenever any notice is required to be given to any
shareholder  or director by law, by the  Articles of  Incorporation  or by these
Bylaws,  a waiver thereof in writing signed by the person or persons entitled to
such  notice,  whether  before  or  after  the  time  stated  therein,  shall be
equivalent to the giving of such notice to such person.

     9.5 Fiscal Year. The fiscal year of the  Corporation  shall be fixed by the
Board of Directors.

     9.6  Amendment  of Bylaws.  Except as  otherwise  provided  by law,  by the
Articles of Incorporation or herein, these Bylaws may be amended or repealed and
new Bylaws may be adopted by the Board of Directors or by the  shareholders.  No
Bylaw  adopted,  amended or repealed  by the  shareholders  shall be  readopted,
amended  or  repealed  by  the  Board  of  Directors,  unless  the  Articles  of
Incorporation  or a Bylaw adopted by the  shareholders  authorizes  the Board of
Directors  to  adopt,  amend or  repeal  that  particular  Bylaw  or the  Bylaws
generally.

                                   ARTICLE 10
                                 Indemnification

     10.1 Indemnification of Directors.

          (a) In addition to any  indemnification  required or permitted by law,
or under any contract  entered into by the Corporation  that has been authorized
by the Board of Directors, and except as otherwise provided in these Bylaws, any
person who at any time serves or has served as a director of the Corporation, or
who, while serving as a director of the Corporation  serves,  or has served,  at
the  request  of the  Corporation  as a  director,  officer,  partner,  trustee,
employee  or agent for any other  corporation,  partnership,  limited  liability
company,  joint  venture,  trust  or  other  enterprise,  or  as  a  trustee  or
administrator  under  an  employee  benefit  plan,  shall  have  a  right  to be

                                       12
<PAGE>

indemnified  by the  Corporation  against  (i)  reasonable  expenses,  including
attorneys' fees,  incurred by him in connection with any threatened,  pending or
completed action, suit or proceeding (including appeals), whether or not brought
by or on behalf of the Corporation, and whether civil, criminal, administrative,
investigative  or arbitrative,  seeking to hold him liable by reason of the fact
that he is or was  acting in such  capacity,  and (ii)  payments  made by him in
satisfaction of any judgment, money decree, fine, tax, penalty or settlement for
which he may have become liable in any such action, suit or proceeding.

          (b) Notwithstanding  other provisions of these Bylaws, the Corporation
shall not  indemnify  any person  against  liability  or expense he may incur on
account of his activities  which were at the time taken known or believed by him
to  be  clearly  in  conflict  with  the  best  interests  of  the  Corporation.
Furthermore,  the  Corporation  shall not indemnify any director with respect to
any liability of that director  arising out of an unlawful  distribution  or any
transaction  from which the  director  derived an improper  personal  benefit as
provided  in law.  The  Corporation  shall have the  burden of proving  that the
indemnitee  failed to  satisfy  the  standard  of conduct  or  otherwise  is not
entitled to indemnification payments under this Article or at law.

          (c) The Board of  Directors  of the  Corporation  shall  take all such
action as may be necessary and  appropriate to authorize the  Corporation to pay
the  indemnification   required  by  this  Section  10.1,   including,   without
limitation,  making  a  determination  (consistent  with  the  burden  of  proof
specified in Section 10.1(b),  above) that indemnification is permissible in the
circumstances  and a good faith  evaluation  of the manner in which the claimant
for indemnity  acted and of the amount of indemnity  due. The Board of Directors
may  appoint a  committee  or  special  counsel to make such  determination  and
evaluation.  To the extent  needed,  the Board  shall give notice to, and obtain
approval by, the  shareholders  of the Corporation for any decision to indemnify
under these Bylaws.

          (d) Any person who at any time after the adoption of this Bylaw serves
or has served in any of the capacities indicated in subsection (a) of this Bylaw
shall  be  deemed  to be  doing  or to have  done so in  reliance  upon,  and as
consideration  for, the right of  indemnification  provided  herein.  Such right
shall inure to the benefit of the legal  representatives  of any such person and
shall not be  exclusive of any other rights to which such person may be entitled
apart from the provision of this Bylaw.

          (e) The Corporation  shall pay the expenses  incurred by a director in
defending  a  civil  or  criminal   action,   suit  or   proceeding   for  which
indemnification  is claimed in advance of final  disposition  upon receipt of an
undertaking by or on behalf of the director to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
Corporation against such expenses. The undertaking need not be secured and shall
be sufficient without reference to the financial ability of the director to make
repayment.

                                       13
<PAGE>

     10.2  Indemnification  of Officers,  Etc. The Corporation may indemnify and
advance  expenses of  defense,  to the same extent as in the case of a director,
persons serving as officers,  employees or agents of the Corporation, or in such
capacity  at  the  request  of  the  Corporation  for  any  other   corporation,
partnership,   limited  liability  company,   joint  venture,   trust  or  other
enterprise,  or as a trustee or administrator under an employee benefit plan, to
the fullest extent permitted by law.

     10.3 Enforcement Expenses. A person entitled to indemnification under these
Bylaws also shall be entitled to recovery  of  reasonable  costs,  expenses  and
attorneys'  fees  incurred in connection  with  enforcement  of  indemnification
rights under these Bylaws.

     10.4 Insurance.  To the extent allowed by law, the  Corporation  shall have
the power to purchase and  maintain  insurance on behalf of any person who is or
was a director,  officer, employee or agent of the Corporation, or who is or was
serving at the request of the Corporation as a director,  officer or employee or
agent of another  corporation,  partnership,  limited liability  company,  joint
venture,  trust,  employee  benefit plan, or other enterprise or as a trustee or
administrator  under an employee  benefit  plan against any  liability  asserted
against  him and  incurred  by him in any such  capacity,  or arising out of his
status as such,  whether or not the  Corporation  has the power to indemnify him
against such liability.


Dated:  September 19, 2003