<PAGE>   1
                                                                  EXHIBIT 3-3




                                     BYLAWS


                                       of


                               DTE ENERGY COMPANY


                             _____________________

                      As amended through February 26, 1996

                             _____________________
<PAGE>   2

                                     BYLAWS
                                       of
                               DTE ENERGY COMPANY
                             _____________________

                                     INDEX


<TABLE>
<CAPTION>
                                                                                                            Page
<S>                                                                                                         <C>
                                                                    ARTICLE I
                                                                                               
Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    1
         SECTION 1.       Annual Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    1
         SECTION 2.       Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    1
         SECTION 3.       Notice of Meetings  . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    1
         SECTION 4.       Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    2
         SECTION 5.       Voting and Inspectors.  . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    2
         SECTION 6.       Record of Shareholders. . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    2
         SECTION 7.       List of Shareholders. . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    3
                                                                                               
                                                                                               
                                                                   ARTICLE II                  
                                                                                               
Board of Directors and Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    3
         SECTION 1.       Number, Time of Holding Office, and Limitation on                    
                          Age.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    3
         SECTION 2.       Vacancies.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    4
         SECTION 3.       Meetings of the Board.  . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    4
         SECTION 4.       Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    4
         SECTION 5.       Annual Meeting of Directors.  . . . . . . . . . . . . . . . . . . . .. . . . . .    5
         SECTION 6.       Executive Committee.  . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    5
         SECTION 7.       Committees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    5
         SECTION 8.       Participation in Meetings . . . . . . . . . . . . . . . . . . . . . .. . . . . .    5
         SECTION 9.       Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    6
                                                                                                               
</TABLE>
<PAGE>   3

<TABLE>
<S>                                                                                                           <C>
                                                                   ARTICLE III                 
                                                                                               
Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    6
         SECTION 1.       Officers and Agents . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    6
         SECTION 2.       Term of Office  . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    6
         SECTION 3.       Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    6
         SECTION 4.       President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    7
         SECTION 5.       Other Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    7
         SECTION 6.       Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    7
         SECTION 7.       Voting of Shares and Securities                                      
                          of Other Corporations . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    7
                                                                                               
                                                                                               
                                                                   ARTICLE IV                  
                                                                                               
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    7
         SECTION 1.       Certificates of Shares  . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    7
         SECTION 2.       Transfer of Shares  . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    8
         SECTION 3.       Lost or Destroyed Stock Certificates  . . . . . . . . . . . . . . . .. . . . . .    8
                                                                                               
                                                                                               
                                                                    ARTICLE V                  
                                                                                               
Checks, Notes, Bonds, Debentures, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    8
                                                                                               
                                                                                               
                                                                   ARTICLE VI                  
                                                                                               
Corporate Seal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    8
                                                                                               
                                                                                               
                                                                   ARTICLE VII                 
                                                                                               
Control Share Acquisitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    8
                                                                                               
                                                                                               
                                                                  ARTICLE VIII                 
                                                                                               
Amendment of Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .    9
                                                                                                               
</TABLE>



                                      ii
<PAGE>   4

                                     BYLAWS

                                       OF

                               DTE ENERGY COMPANY

                      AS AMENDED THROUGH FEBRUARY 26, 1996



                                   ARTICLE I

                                  SHAREHOLDERS

         SECTION 1.       ANNUAL MEETING.  The annual meeting of the
shareholders of the Company shall be held on the fourth Monday of April in each
year (or if said day be a legal holiday, then on the next succeeding day not a
legal holiday), at such time and at such place as may be fixed by the Board of
Directors and stated in the notice of meeting, for the purpose of electing
directors and transacting such other business as may properly be brought before
the meeting.

         SECTION 2.       SPECIAL MEETINGS.  Special meetings of the
shareholders may be held upon call of the Board of Directors or the Chairman of
the Board or the President or the holders of record of a majority of the
outstanding shares of stock of the Company entitled to vote at such meeting, at
such time as may be fixed by the Board of Directors or the Chairman of the
Board or the President or such shareholders and stated in the notice of
meeting.  All such meetings shall be held at the office of the Company in the
City of Detroit unless some other place is specified in the notice.

         SECTION 3.       NOTICE OF MEETINGS.  Written notice of the date,
time, place, and purpose or purposes of every meeting of the shareholders,
signed by the Secretary or an Assistant Secretary, shall be given either
personally or by mail, within the time prescribed by law, to each shareholder
of record entitled to vote at such meeting and to any shareholder who, by
reason of any action proposed to be taken at such meeting, might be entitled to
receive payment for such stock if such action were taken.  If mailed, such
notice is given when deposited in the United States mail, with postage prepaid,
directed to the shareholder at the address as it appears on the record of
shareholders, or, if the shareholders shall have filed with the Secretary of
the Company a written request that notices intended for such shareholder be
mailed to some other address, then directed to the address designated in such
request.  Further notice shall be given by mail, publication, or otherwise, if
and as required by law.
<PAGE>   5



         Notice of meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting.  The attendance of any shareholder at the meeting, in person or by
proxy, without protesting at the beginning of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by such shareholder.

         Notice of a special meeting shall also indicate that it is being
issued by or at the direction of the person or persons calling the meeting.

         SECTION 4.       QUORUM.  At every meeting of the shareholders, the
holders of record of a majority of the outstanding shares of stock of the
Company entitled to vote at such meeting, whether present in person or
represented by proxy, shall constitute a quorum.  If at any meeting there shall
be no quorum, the holders of a majority of the outstanding shares of stock so
present or represented may adjourn the meeting from time to time, without
notice (unless otherwise required by statute) other than announcement at the
meeting, until a quorum shall have been obtained, when any business may be
transacted which might have been transacted at the meeting as first convened
had there been a quorum.  When a quorum is once present to organize a meeting,
it is not broken by the subsequent withdrawal of any shareholder.

         SECTION 5.       VOTING AND INSPECTORS.  Except as provided in the
Articles of Incorporation, each holder of record of outstanding shares of stock
of the Company entitled to vote at a meeting of shareholders shall be entitled
to one vote for each share of stock standing in the shareholder's name on the
record of shareholders, and may so vote either in person or by proxy appointed
by instrument in writing executed by such holder or by the shareholder's duly
authorized attorney-in-fact.  No proxy shall be valid after the expiration of
three years from the date of its execution unless the shareholder executing it
shall have specified the length of time it is to continue in force which shall
be for some limited period.  The authority of the holder of a proxy to act
shall not be revoked by the incompetence or death of the shareholder who
executed the proxy unless, before the authority is exercised, written notice of
an adjudication of such incompetence or of such death is received by the
Secretary or an Assistant Secretary.

         In advance of any meeting of shareholders, the Board of Directors may
appoint one or more inspectors for the meeting.  If inspectors are not so
appointed, the chairman of the meeting shall appoint such inspectors.  Before
entering upon the discharge of their duties, the inspectors shall take and
subscribe an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of their ability, and shall
take charge of the polls and after balloting shall make a certificate of the
result of the vote taken.  No officer or director of the Company or candidate
for office of director shall be appointed as an inspector.  At all elections of
directors the voting shall be by ballot and a plurality of the votes cast shall
elect.


                                      2
<PAGE>   6



         SECTION 6.       RECORD OF SHAREHOLDERS.  For the purpose of
determining the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of
any rights, or for the purpose of any other action, the Board of Directors may
fix, in advance, a date as the record date for any such determination of
shareholders.  The record date shall not precede the date upon which is it
fixed and shall not be less than ten days nor more than the maximum number of
days permitted by law before the date of the meeting, or taking of any other
action.

         SECTION 7.       LIST OF SHAREHOLDERS.   A list of shareholders of
record, arranged alphabetically within each class and series of stock, as of
the record date, certified by the Secretary or any Assistant Secretary or by a
transfer agent, shall be produced at any meeting of shareholders and may be
inspected by any shareholder at any time during the meeting.  If the right to
vote at any meeting is challenged, the inspectors, or the chairman presiding at
the meeting, shall require such list of shareholders to be produced as evidence
of the right of the persons challenged to vote at such meeting, and all persons
who appear on such list to be shareholders entitled to vote thereat may vote at
such meeting.


                                   ARTICLE II

                       BOARD OF DIRECTORS AND COMMITTEES

         SECTION 1.       NUMBER, TIME OF HOLDING OFFICE AND LIMITATION ON AGE.
The business and affairs of the Company shall be managed by or under the
direction of a Board of Directors.  The number of directors constituting the
entire Board shall be determined from time to time by resolution of the Board
so long as the total number of directors is not less than twelve nor more than
eighteen; provided, however, that the minimum and maximum number of directors
may be increased or decreased from time to time by vote of a majority of the
entire Board; and, further provided that no change in the number of directors
shall serve to shorten the term of office of any incumbent director.  The
directors shall be divided into three classes, as nearly equal in number as
possible, and the term of the office of the first class shall expire at the
1996 annual meeting of shareholders, the term of office of the second class
shall expire at the 1997 annual meeting of shareholders and the term of office
of the third class shall expire at the 1998 annual meeting of shareholders, or,
in each case, until their successors shall be duly elected and qualified.  At
each annual meeting commencing in 1996, a number of directors equal to the
number of the class whose term expires at the time of the meeting shall be
elected to hold office until the third succeeding annual meeting of
shareholders.  If at any time the holders of any series of the Company's
Preferred Stock are entitled to elect directors pursuant to the Articles of
Incorporation of the Company, then the provisions of such series of Preferred
Stock with respect to their rights shall apply and


                                      3
<PAGE>   7



such directors shall be elected in a manner and for terms expiring consistent
with the Articles of Incorporation.

         Except as hereinafter provided, each director shall be a holder of
common stock of the Company at the time of initial election to the Board or
shall become a holder within thirty days after such election (to the extent of
at least one share, owned beneficially).  Any director who thereafter ceases to
be such a holder, shall thereupon cease to be a director. The Board shall have
the authority to waive the requirement to hold shares in individual situations
upon presentation of evidence that a nominee or director is unable to hold
shares for legal or religious reasons.

         No person who shall have served as an employee of the Company or an
affiliate shall be elected a director after retiring from employment with the
Company or an affiliate; provided, however, that if such person was the chief
executive officer of the Company at the time of such retirement, such person
shall be eligible for election as a director until attaining age seventy.  No
other person shall be elected a director after attaining age seventy; provided,
however, the Board shall have the authority to waive this provision for no more
than one three- year term upon a determination that circumstances exist which
make it prudent to continue the service of a director who possesses special and
unique expertise clearly beneficial to the Company.

         SECTION 2.       VACANCIES.  Whenever any vacancy shall occur in the
Board of Directors by death, resignation, or any other cause, it shall be
filled without undue delay by a majority vote of the remaining members of the
Board of Directors (even if constituting less than a quorum), and the person
who is to fill any such vacancy shall hold office for the unexpired term of the
director to whom such person succeeds, or for the term fixed by the Board of
Directors acting in compliance with Section l of this Article II in case of a
vacancy created by an increase in the number of directors, and until a
successor shall be elected and shall have qualified; provided, however, that no
vacancy need be filled if, after such vacancy shall occur, the number of
directors remaining on the Board shall be not less than a majority of the
entire Board including any vacancies.  During the existence of any vacancy or
vacancies, the surviving or remaining directors shall possess and may exercise
all the powers of the full Board of Directors, when action by a larger number
is not required by law.

         SECTION 3.       MEETINGS OF THE BOARD.  Regular meetings of the Board
of Directors shall be held at such times and at such places as may from time to
time be fixed by the Board of Directors.

         Special meetings of the Board of Directors may be called by the
Chairman of the Board, the President, or, in the event of the incapacity of the
Chairman of the Board and the President, the Executive Committee by giving
reasonable notice of the time and place of such meetings or by obtaining
written waivers of notice, before or after the meeting,



                                      4
<PAGE>   8



from each absent director.  All such meetings shall be held at the office of
the Company in the City of Detroit unless some other place is specified in the
notice.

         A notice, or waiver of notice, need not specify the purpose of the
meeting.

         SECTION 4.       QUORUM.  A majority of the directors in office at the
time of a meeting of the Board, shall constitute a quorum for the transaction
of business.  If at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting without notice other than announcement at the meeting, until a quorum
shall have been obtained, when any business may be transacted which might have
been transacted a the meeting as first convened had there been a quorum.  The
acts of a majority of the directors present at any meeting at which there is a
quorum shall be the acts of the Board, unless otherwise provided by law, by the
Articles of Incorporation or by the Bylaws.

         SECTION 5.       ANNUAL MEETING OF DIRECTORS.  A meeting of the Board
of Directors, known as the directors' annual meeting, shall be held without
notice each year after the adjournment of the annual shareholders' meeting and
on the same day.  At such meeting the officers of the Company for the ensuing
year shall be elected.  If a quorum of the directors is not present on the day
appointed for the directors' annual meeting, the meeting shall be adjourned to
some convenient day.

         SECTION 6.       EXECUTIVE COMMITTEE.  The Board of Directors may, by
resolution or resolutions passed by a majority of the entire Board, designate
an Executive Committee to consist of the Chief Executive Officer and two or
more of the other directors, and alternates, and shall designate the Chairman
thereof.  The Executive Committee shall have and may exercise, when the Board
is not in session, all of the powers of the Board in the management of the
business and affairs of the Company, and shall have power to authorize the seal
of the Company to be affixed to all papers which may require it.  The Executive
Committee shall not have power to (a) amend these Bylaws, (b) change the number
of directors constituting the entire Board or fill vacancies in the Board, (c)
declare dividends, (d) establish, change the membership of, or fill vacancies
in, any committee, (e) fix the compensation of the directors or committee
members, (f) submit matters for action by shareholders, or (g) amend or repeal
a resolution of the Board which by its terms may not be changed by the
Executive Committee.  The Board shall have the power at any time to fill
vacancies in, to change the membership of, or to dissolve, the Executive
Committee.  The Executive Committee may make rules for the conduct of its
business and may appoint such subcommittees and assistants as it shall from
time to time deem necessary.  A majority of the members of the Executive
Committee shall constitute a quorum.  All action taken by the Executive
Committee shall be reported to the Board at its next meeting succeeding such
action.  The Corporate Secretary or an Assistant Corporate Secretary shall
attend and act as the secretary of all meetings of the Committee and keep the
minutes thereof.


                                      5
<PAGE>   9



         Meetings of the Executive Committee may be called by the Chairman of
the Board, or, the President, or, in the event of the incapacity of the
Chairman of the Board and the President, by two or more members of the
Executive Committee by giving reasonable notice of the time and place of such
meetings.  All such meetings shall be held at the office of the Company in the
City of Detroit unless some other place is specified in the notice.

         SECTION 7.       COMMITTEES.  The Board of Directors may, by
resolution, create a committee or committees of one or more directors, and
alternates, to consider and report upon or to carry out such matters (not
excepted by Article II, Section 6) as may be entrusted to them by the Board of
Directors, and shall designate the Chairman of each such committee.

         SECTION 8.       PARTICIPATION IN MEETINGS.  One or more members of
the Board of Directors or any committee may participate in any meeting of such
Board or such committee by means of a conference telephone or similar
communications equipment which enables all persons participating in such a
meeting to hear each other at the same time.  Participation in the manner so
described shall constitute presence in person at such meetings.


         SECTION 9.       COMPENSATION.  Each director of the Company who is
not a salaried officer or employee of the Company may receive reasonable
compensation for services as a director, including a reasonable fee for
attendance at meetings of the Board and committees thereof, and attendance at
the Company's request at other meetings or similar activities related to the
Company.


                                  ARTICLE III

                                    OFFICERS

         SECTION 1.       OFFICERS AND AGENTS.  The officers of the Company to
be elected by the Board of Directors, as soon as practicable after the election
of directors each year, shall be Chairman of the Board, the President, a
Secretary and a Treasurer.  The Board of Directors may also from time to time
elect one or more Vice Presidents, a Controller, a General Auditor, a General
Counsel, and such other officers and agents as it may deem proper.  The
Chairman of the Board and the President shall be chosen from among the
directors.  The persons holding the offices of Chairman of the Board or
President may not also hold the office of General Auditor.  The Board of
Directors may, in its discretion, leave vacant any office other than that of
Chairman of the Board, President, Secretary, or Treasurer.



                                      6
<PAGE>   10



         SECTION 2.       TERM OF OFFICE.  The term of office of all officers
shall be until the next directors' annual meeting or until their respective
successors are chosen and qualified.  Any officer or agent elected by the Board
of Directors may be removed by the Board at any time, with or without cause.

         SECTION 3.       CHAIRMAN OF THE BOARD.  The Chairman of the Board
shall be the Chief Executive Officer of the Company and, shall preside at all
meetings of the Board of Directors and shareholders, at which the Chairman is
present, and shall make the annual report to the shareholders.  The Chairman
shall have general charge of the business and affairs of the Company subject to
the control of the Board of Directors, may create in the name of the Company
any authorized corporate obligation or other instrument and shall perform such
other functions as may be prescribed by the Board from time to time.

         The Chairman of the Board shall manage or supervise the conduct of the
corporate finances and relations of the Company with its shareholders, with the
public, and with regulatory authorities, and in addition to the President, may
exercise all powers elsewhere in the Bylaws conferred upon the President.  The
Chairman may delegate from time to time to the President or to other officers,
employees or positions of the Company, such powers as the Chairman may specify
in writing, with such terms and conditions, if any, as the Chairman may set
forth.  A copy of each such delegation and of any revocation or change shall be
filed with the Secretary.

         SECTION 4.       PRESIDENT.  The President shall be the chief
operating officer of the Company, subject to the control of the Board of
Directors and the Chairman of the Board, shall have power to authorize the
employment of such subordinate employees as may, in the President's judgment,
be advisable for the operations of the Company, may execute in the name of the
Company any authorized corporate obligation or other instrument, and shall
perform all other acts incident to the President's office or prescribed by the
Board of Directors or the Chairman of the Board, or authorized or required by
law.  During the absence or disability of the Chairman of the Board, the
President shall assume the duties and authority of the Chairman of the Board
and shall be the Chief Executive Officer of the Company.

         SECTION 5.       OTHER OFFICERS.  The other officers, agents, and
employees of the Company shall each have such powers and perform such duties in
the management of the property and affairs of the Company, subject to the
control of the Board of Directors, as generally pertain to their respective
offices, as well as such powers and duties as from time to time may be
prescribed by the Board of Directors, by the Chairman of the Board, or by the
President.

         SECTION 6.       COMPENSATION.  The Board of Directors shall determine
the compensation to be paid to the Chairman of the Board, the President, and
each Vice President above the level of Assistant Vice President.


                                      7
<PAGE>   11




         SECTION 7.       VOTING OF SHARES AND SECURITIES OF OTHER
CORPORATIONS.  Unless the Board of Directors otherwise directs, the Company's
Chairman of the Board and President shall each be entitled to vote or designate
a proxy to vote all shares and other securities which the Company owns in any
other corporation or entity.


                                   ARTICLE IV

                                 CAPITAL STOCK

         SECTION 1.       CERTIFICATES OF SHARES.  The interest of each
shareholder shall be evidenced by a certificate or certificates for shares of
stock of the Company in such form as the Board of Directors may from time to
time prescribe.  The certificates of stock shall be signed by the Chairman of
the Board, the President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Corporate Secretary, or an Assistant Corporate Secretary of the
Company, and shall be countersigned by a transfer agent for the stock and
registered by a registrar for such stock.  The signatures of the officers and
the transfer agent and the registrar upon such certificates may be facsimiles,
engraved, or printed, subject to the provisions of applicable law.  In case any
officer, transfer agent, or registrar shall cease to serve in that capacity
after their facsimile signature has been placed on a certificate, the
certificates may be issued with the same effect as if the officer, transfer
agent, or registrar were still in office.

         SECTION 2.       TRANSFER OF SHARES.  Shares in the capital stock of
the Company shall be transferred on the books of the Company upon surrender and
cancellation of certificates for a like number of shares, with duly executed
power to transfer endorsed on or attached to the certificate.

         SECTION 3.       LOST OR DESTROYED STOCK CERTIFICATES.  No certificate
for shares of stock of the Company shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed, except upon production of such
evidence of the loss, theft or destruction, and upon indemnification of the
Company and its agents to such extent and in such manner as the Board of
Directors may from time to time prescribe.


                                   ARTICLE V

                     CHECKS, NOTES, BONDS, DEBENTURES, ETC.

         All checks and drafts on the Company's bank accounts, all bills of
exchange and promissory notes, and all acceptances, obligations, and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents, either manually or by facsimile signature or
signatures, as shall be thereunto authorized from time to time by the Board of
Directors either generally or in specific instances; provided that bonds,


                                      8
<PAGE>   12



debentures, and other evidences of indebtedness of the Company bearing
facsimile signatures of officers of the Company shall be issued only when
authenticated by a manual signature on behalf of a trustee or an authenticating
agent appointed by the  Board of Directors.  In case any such officer of the
Company shall cease to be such after such officer's facsimile signature has
been placed thereon, such bonds, debentures or other evidences of indebtedness
may be issued with the same effect as if such person were still in office.


                                   ARTICLE VI

                                 CORPORATE SEAL

         The Board of Directors shall provide a suitable seal, containing the
name of the Company.


                                  ARTICLE VII

                           CONTROL SHARE ACQUISITIONS

         The Stacey, Bennett, and Randall Shareholder Equity Act (Chapter 7B of
the Michigan Business Corporation Act) shall not apply to any control share
acquisitions (as defined in such Act) of shares of the Company.

         This Article VII of the Bylaws may not be amended, altered, or
repealed with respect to any control share acquisition of shares of the Company
effected pursuant to a tender offer or other transaction commenced prior to the
date of such amendment, alteration, or repeal.

                                  ARTICLE VIII

                              AMENDMENT OF BYLAWS

         Those provisions of these Bylaws providing for a classified Board of
Directors (currently the third, fourth and fifth sentences of the first
paragraph of Section 1 of Article II) and the provisions of this sentence may
be amended or repealed only by the affirmative vote of the holders of a
majority of shares of Common Stock of the Company.  Except as provided in the
immediately preceding sentence, Bylaws of the Company may be amended, repealed
or adopted by vote of the holders of a majority of shares at the time entitled
to vote in the election of any directors or by vote of a majority of the
directors in office.





                                      9