<PAGE>
                                  EXHIBIT 3.1

                            HANOVER FOODS CORPORATION

                           Amended and Restated Bylaws

                These Bylaws are supplemental to the Pennsylvania
               Business Corporation Law of 1988, as the same shall
                         from time to time be in effect.


                               ARTICLE I. GENERAL

Section 1 Office

The principal office of Hanover Foods Corporation (the "Corporation") shall be
in Penn Township, York County, Pennsylvania.

Section 2 Seal

The Corporation shall have a common seal containing the words 'Hanover Foods
Corporation - Pennsylvania" in a circle within which the word 'SEAL" is
contained.

Section 3 Fiscal Year

The fiscal year of the Corporation shall end with the close of business on
Sunday nearest May 31st.


                            ARTICLE II. SHAREHOLDERS

Section 1 Place of Shareholders' Meetings.

All meetings of the shareholders shall be held at such place or places, inside
or outside the Commonwealth of Pennsylvania, as determined by the Board of
Directors from time to time.

Section 2 Annual Shareholders' Meeting.

The annual meeting of the shareholders for the election of directors and the
transaction of such other business as may properly come before such meeting
shall be held at such time and place as determined by the Board of Directors.
Any business which is a proper subject for shareholder action may be transacted
at the annual meeting, irrespective of whether the notice of said meeting
contains any reference thereto, except as otherwise provided by applicable law.


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Section 3 Special Meetings of Shareholders.

Special meetings of the shareholders may be called at any time by the Board of
Directors or the Chairman or the Chief Executive Officer or as provided by
applicable law.

Section 4 Conduct of Shareholders' Meetings.

The Chairman shall preside at all shareholders' meetings. In the absence of the
Chairman, the Chief Executive Officer shall preside, or in his absence, the
Secretary shall preside or, in his absence, any officer designated by the Board
of Directors shall preside. The officer presiding over the shareholders' meeting
may establish such rules and regulations for the conduct of the meeting as he or
she may deem to be reasonably necessary or desirable for the orderly and
expeditious conduct of the meeting. Unless the officer presiding over the
shareholders' meeting otherwise requires, shareholders need not vote by ballot
on any questions.

Section 5 Proposals by Shareholders.

Any proposal by a shareholder which is to be submitted for consideration by
shareholders at such meeting must be submitted by June 1 of the year in which
the annual shareholders meeting is to be held All late proposals shall be
disregarded by the Chairman of the meeting. Notwithstanding the foregoing, even
if a shareholder proposal is submitted before the June 1 deadline, the Chairman
of the annual meeting shall not be required to submit the proposal to the
shareholders if the Chairman is advised by legal counsel that such proposal is
not required to be submitted to shareholders under the Pennsylvania Business
Corporation Law of 1988 (which, as amended from time to time, is hereafter
called the "BCL").


                             ARTICLE III. DIRECTORS

Section 1 Management by Board of Directors.

The business and affairs of the Corporation shall be managed by its Board of
Directors who need not be residents of the Commonwealth of Pennsylvania or
shareholders of the Corporation. The Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, regulation, the Amended and Restated Articles of Incorporation (the
"Articles") or these Amended and Restated Bylaws (the "Bylaws") directed or
required to be exercised or done by the shareholders.


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Section 2 Nomination for Directors.

Nominations for election to the Board of Directors may be made by the Board of
Directors or by any shareholder of a class of stock entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
Board of Directors, shall be made in -writing, and shall be delivered to the
Secretary in writing not later than June I of the calendar year in 'which the
meeting to elect the director or directors is to be held. A nomination, other
than those made by or on behalf of the Board of Directors, shall contain or be
accompanied by the following:

               (1)  The name and address of each proposed nominee;

               (2)  The qualifications of each proposed nominee;

               (3)  All other information required by Schedule 14A adopted by
                    the Securities and Exchange Commission under the Securities
                    Exchange Act of 1934; and

               (4)  Written confirmation executed by the proposed nominee that
                    such proposed nominee has agreed to serve if elected.

Nominations not made in accordance with this Section shall be disregarded by the
Chairman of the meeting and the judge or judges of Election shall disregard all
votes cast for that nominee.

Notwithstanding the foregoing, if the number of directors to be elected is
increased subsequent to the June 1 deadline, the deadline for the submission of
nominations for director by shareholders pursuant to this section shall be 15
calendar days after the Corporation mails notice of the meeting at which the
additional directors are to be elected.



Section 3 Number and Classification of Directors.

The Board of Directors shall consist of not less than seven (7) and not more
than fifteen (15) directors. The Board of Directors may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Articles or by these Bylaws directed or required to be exercised or
done by the shareholders. The Board of Directors shall be divided into four (4)
classes, as described in the Articles.

The Board of Directors shall be divided into four (4) classes, as
nearly equal in number as possible, known as Class A, consisting of three (3)
directors, Class B, consisting of two (2) directors, Class C, consisting of two
(2) directors, and Class D, consisting of two (2) directors. In all other
respects the provisions of Article 7 of the Articles shall continue in full
force and effect and this amendment shall not alter the terms of members of
each class.


Section 4 Resignations of Directors.

Any director may resign at any time. Such resignation shall be in writing, but
the acceptance thereof shall not be necessary to make it effective.


Section 5 Compensation of Directors.

No director shall be entitled to any salary, as such, but the Board of Directors
may fix, from time to time, a reasonable annual fee for acting, as a director
and a reasonable fee to be paid each director for his or her services in
attending meetings of the Board or committees thereof.


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Section 6         Regular Meetings.

Regular meetings of the Board of Directors shall be held on such day, at such
hour, and at such place, consistent with applicable law, as the Board shall from
time to time designate or as may be designated in any notice from the Secretary
calling the meeting. The Board of Directors shall meet for reorganization at the
first regular meeting following the annual meetings of shareholders at which the
directors are elected. Notice need not be given of regular meetings of the Board
of Directors which are held at the time and place designated by the Board of
Directors. If a regular meeting is not to be held at the time and place
designated by the Board of Directors, notice of such meeting, which need not
specify the business to be transacted thereat and which may be either oral or
written, shall be given by the Secretary to each member of the Board at least
twenty-four hours before the time of the meeting.

Section 7         Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman and
shall be called whenever a majority of the members of the Board so request in
writing. A special meeting of the Board of Directors shall be deemed to be any
meeting other than the regular meeting of the Board of Directors. Notice of the
time and place of every special meeting, which need not specify the business to
be transacted thereat and which may be either oral or written, shall be given by
the Secretary to each member of the Board at least twenty-four hours before the
time of such meeting.

Section 8         Committees.

The following committees of the Board of Directors may be established by the
Board of Directors in addition to any other committee the Board of Directors may
in its discretion establish: (a) Audit Committee; and (b) Compensation
Committee.

Section 9         Audit Committee.

The Audit Committee shall consist of at least two (2) directors, a majority of
which shall be independent. Meetings of the Audit Committee may be called at any
time by the Chairman of the Audit Committee and shall be called whenever two or
more members of the Committee so request in writing. The Audit Committee shall
have the following authority, powers and responsibilities:

                  (a) To recommend each year to the Board the independent
accountants to audit the annual financial statements of the Corporation and its
consolidated subsidiaries and to review the fees charged for such audits or for
special engagements given to such accountants;


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                  (b) To meet with the independent accountants, Chairman, Chief
Executive Officer, Chief Financial Officer and any other Corporation executives
as the Audit Committee deems appropriate at such times as the Audit Committee
shall determine to review: (i) the scope of the audit plan; (ii) the
Corporation's financial statements; (iii) the results of external and internal
audits; (iv) the effectiveness of the Corporation's system of internal controls;
(v) any limitations imposed by Corporation personnel on the independent public
accountants; and (vi) such other matters as the Audit Committee shall deem
appropriate;

                  (c) To report to the entire Board at such time as the Audit
Committee shall determine; and

                  (d) To take such other action as the Audit Committee shall
deem necessary or appropriate to assure that the interests of the Corporation
are adequately protected.

Section 10        Compensation Committee.

The Compensation Committee shall consist of at least two (2) directors. Meetings
of the Committee may be called at any time by the Chairman of the Committee and
shall be called whenever two or more members of the Committee so request in-
writing. The Committee shall review compensation of executive officers and make
recommendations to the Board of Directors regarding executive compensation and
shall have such other duties as the Board of Directors prescribes.

Section 11        Appointment of Committee Members.

The Board of Directors shall appoint or shall establish a method of appointing
the members of the Audit and Compensation Committees and of any other committee
established by the Board of Directors, and the Chairman of each such committee,
to serve until the next annual meeting of shareholders.

Section 12        Absentee Participation in Meetings.

A director may participate in a meeting of the Board of Directors or a meeting
of a committee established by the Board of Directors by use of a conference
telephone or similar communications equipment, by means of which all persons
participating in the meeting can hear each other.


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                              ARTICLE III. OFFICERS

Section 1         Officers.

The officers of the Corporation shall be a Chairman, a Chief Executive Officer,
a President, one or more Vice Presidents, a Secretary, a Treasurer, and such
other officers and assistant officers as the Board of Directors may from time to
time deem advisable. Except for the Chairman, Chief Executive Officer,
President, Secretary and Treasurer, the Board may refrain from filling any of
the said offices at any time and from time to time. The same individual may hold
any two or more offices. The following officers shall be elected by the Board of
Directors at the time, in the manner and for such terms as the Board of
Directors from time to time shall determine: Chairman, Chief Executive Officer,
President, Secretary, and Treasurer. The Chairman may appoint such other
officers and assistant officers as he may deem advisable provided such officers
or assistant officers have a title no higher than Vice President, who shall hold
office for such periods as the Chairman shall determine. Any officer may be
removed at any time, with or without cause, and regardless of the term for which
such officer was elected.

Section 2         Chairman.

The Chairman shall be a member of the Board of Directors and shall preside at
the meetings of the Board and shareholders and perform such other duties as may
be prescribed by the Board of Directors.

Section 3         Chief Executive Officer.

The Chief Executive Officer shall have general supervision of all of the
departments and business of the Corporation; he or she shall prescribe the
duties of the other officers and employees and see to the proper performance
thereof. The Chief Executive Officer shall be responsible for having all orders
and resolutions of the Board of Directors carried into effect. The Chief
Executive Officer shall execute on behalf of the Corporation and may affix or
cause to be affixed a seal to all authorized documents and instruments requiring
such execution, except to the extent that signing and execution thereof shall
have been delegated to some other officer or agent of the Corporation by the
Board of Directors or by the Chief Executive Officer. The Chief Executive
Officer shall be a member of the Board of Directors. In the absence or
disability of the Chairman or his or her refusal to act, the Chief Executive
Officer shall preside at meetings of the Board. In general, the Chief Executive
Officer shall perform all the duties and exercise all the powers and authorities
incident to his or her office or as prescribed by the Board of Directors.

Section 4         President.

The President shall perform such duties as are incident to his or her office or
prescribed by the Board of Directors or the Chief Executive Officer. In the
event of the absence or disability of the Chief Executive Officer or his or her
refusal to act, the President shall perform the duties and have the powers and
authorities of the Chief Executive Officer. The President shall execute on
behalf of the Corporation and may affix or cause to be affixed a seal to all
authorized documents and instruments requiring such execution, except to the
extent that signing and execution thereof shall have been delegated to some
other officer or agent of the Corporation by the Board of Directors or the
President.

Section 5         Vice Presidents.

The Vice Presidents shall perform such duties, do such acts and be subject to
such supervision as may be prescribed by the Board of Directors, the Chief
Executive Officer and President. In the event of the absence or disability of
the Chief Executive Officer and the President or their refusal to act, the Vice
Presidents, in the order of their rank, and within the same rank in the order of
their seniority, shall perform the duties and have the powers and authorities of
the Chief Executive Officer and President, except to the extent inconsistent
with applicable law.


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Section 6         Secretary.

The Secretary shall act under the supervision of the Chief Executive Officer and
President or such other officer as the Chief Executive Officer and President may
designate. Unless a designation to the contrary is made at a meeting, the
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and record all of the proceedings of such meetings in a book
to be kept for that purpose, and shall perform like duties for the standing
committees when required by these Bylaws or otherwise. The Secretary shall keep
a seal of the Corporation, and, when authorized by the Board of Directors, Chief
Executive Officer and President, cause the seal to be affixed to any documents
and instruments requiring it. The Secretary shall perform such other duties as
may be prescribed by the Board of Directors, Chief Executive Officer and
President or such other supervising officer as the Chief Executive Officer and
President may designate.

Section 7         Treasurer.

The Treasurer shall act under the supervision of the Chief Executive Officer and
President or such other officer as the Chief Executive Officer and President may
designate. The Treasurer shall have custody of the Corporation's funds and such
other duties as may be prescribed by the Board of Directors, Chief Executive
Officer and President or such other supervising officer as the Chief Executive
Officer and President may designate.

Section 8         Assistant Officers.

Unless otherwise provided by the Board of Directors, each assistant officer
shall perform such duties as shall be prescribed by the Board of Directors,
Chief Executive Officer and President or the officer to whom he or she is an
assistant. In the event of the absence or disability of an officer or his or her
refusal to act, his or her assistant officers shall, in the order of their rank,
and within the same rank in the order of their seniority, have the powers and
authorities of such officer.

Section 9         General Powers.

The officers are authorized to do and perform such corporate acts as are
necessary in the carrying on of the business of the Corporation, subject always
to the directions of the Board of Directors.


               ARTICLE IV. PERSONAL LIABILITY AND INDEMNIFICATION


Section 1         Personal Liability of Directors.

                  (a) A director of this Corporation shall not be personally
liable, as such, for monetary damages for any action taken, or any failure to
take any action, unless:

                        (i) the director has breached or failed to perform the
duties of his office under Chapter 17, Subchapter B of the BCL; and

                        (ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness

                  (b) This Section I of Article IV shall not apply to a
director's liability for monetary damages to the extent prohibited by Section
1713(b) of the BCL.


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Section 2         Mandatory Indemnification.

The Corporation shall, to the fullest extent permitted by applicable law,
indemnify its directors and officers who were or are a party or are threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (whether or
not such action, suit or proceeding arises or arose by or in the right of the
Corporation or other entity) by reason of the fact that such director or officer
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, general partner,
agent or fiduciary of another corporation, partnership, joint venture, trust or
other enterprise (including service with respect to employee benefit plans),
against expenses (including, but not limited to, reasonable attorneys' and
investigation fees and costs), judgments, fines (including excise taxes assessed
on a person with respect to any employee benefit plan) and amounts paid in
settlement actually and reasonably incurred by such director or officer in
connection with such action, suit or proceeding, except as otherwise provided in
Section 4 of Article IV hereof. Persons who were directors or officers of the
Corporation prior to the date this Section is approved by members of the
Corporation, but who do not hold such office on or after such date, shall not be
covered by this Section 2 of Article IV. A director or officer of the
Corporation entitled to indemnification under this Section 2 of Article IV is
hereafter called a "person covered by Section 2 of Article IV hereof'.

Section 3         Expenses.

Expenses incurred by a person covered by Section 2 of Article IV hereof in
defending a threatened, pending or completed civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the Corporation, except as
otherwise provided in Section 4 of Article IV.

Section 4         Exceptions.

No indemnification under Section 2 of Article IV or advancement or reimbursement
of expenses under Section 3 of Article IV shall be provided to a person covered
by Section 2 of Article IV hereof: (a) with respect to expenses or the payment
of profits arising from the purchase or sale of securities of the Corporation in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended;
(b) if a final unappealable judgment or award establishes that such director or
officer engaged in intentional misconduct or a transaction from which the
director or officer derived an improper personal benefit; (c) for expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, and amounts paid in settlement) which have been paid directly to, or for
the benefit of, such person by an insurance carrier under a policy of officers'
and directors' liability insurance whose premiums are paid for by the
Corporation or by an individual or entity other than such director or officer;
and (d) for amounts paid in settlement of any threatened, pending or completed
action, suit or proceeding without the written consent of the Corporation, which
written consent shall not be unreasonably withheld. The Board of Directors of
the Corporation is hereby authorized, at any time by resolution, to add to the
above list of exceptions from the right of indemnification under Section 2 of
Article IV or advancement or reimbursement of expenses under Section 3 of
Article IV, but any such additional exception shall not apply with respect to
any event, act or omission which occurred prior to the date that the Board of
Directors in fact adopts such resolution. Any such additional exception may, at
any time after its adoption, be amended, supplemented, waived or terminated by
further resolution of the Board of Directors of the Corporation.

Section 5         Continuation of Rights.

The indemnification and advancement or reimbursement of expenses provided by, or
granted pursuant to, this Article IV shall continue as to a person who has
ceased to be a member, director or officer of the Corporation, and shall inure
to the benefit of the heirs, executors and administrators of such person.


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Section 6         General Provisions.

                  (a) The term "to the fullest extent permitted by applicable
law", as used in this Article IV shall mean the maximum extent permitted by
public policy, common law or statute. Any person covered by Section 2 of Article
IV hereof may, to the fullest extent permitted by applicable law, elect to have
the right to indemnification or to advancement or reimbursement of expenses,
interpreted, at such person's option; (i) on the basis of the applicable law on
the date this Section was approved by the shareholders; or (ii) on the basis of
the applicable law in effect at the time of the occurrence of the event, act or
omission giving rise to the action, suit or proceeding, or (iii) on the basis of
the applicable law in effect at the time indemnification is sought.

                  (b) The right of a person covered by Section 2 of Article IV
hereof to be indemnified or to receive an advancement or reimbursement of
expenses pursuant to Section 3 of Article IV; (i) may be enforced as a contract
right pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
Corporation and such person; (ii) to the fullest extent permitted by applicable
law, is intended to be retroactive and shall be available with respect to
events, acts or omissions occurring prior to the adoption hereof; and (iii)
shall continue to exist after the rescission or restrictive modification (as
determined by such person) of any provision of this Article IV with respect to
events, acts and omissions occurring before such rescission or restrictive
modification is adopted.

                  (c) If a request for indemnification or for the advancement or
reimbursement of expenses pursuant hereto is not paid in full by the Corporation
within thirty (30) days after a written claim has been received by the
Corporation together with all supporting information reasonably requested by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim (plus interest at the
prime rate announced from time to time by the Corporation's primary lending
bank) and, if successful in whole or in part, the claimant shall be entitled
also to be paid the expenses (including, but not limited to, attorneys' and
investigation fees and costs) of prosecuting such claim. Neither the failure of
the Corporation (including its Board of Directors or independent legal counsel)
to have made a determination prior to the commencement of such action that
indemnification of or the advancement or reimbursement of expenses to the
claimant is proper in the circumstances, nor an actual determination by the
Corporation (including its Board of Directors or independent legal counsel) that
the claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.

                  (d) The indemnification and advancement or reimbursement of
expenses provided by, or granted pursuant to, this Article IV shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement or reimbursement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.

                  (e) Nothing contained in this Article IV shall be construed to
limit the rights and powers the Corporation possesses under Chapter 17,
Subchapter D of the BCL, or otherwise, including, but not limited to, the powers
to purchase and maintain insurance, create funds to secure or insure its
indemnification obligations, and any other rights or powers the Corporation may
otherwise have under applicable law.

                  (f) The provisions of this Article IV may, at any time (and
whether before or after there is any basis for a claim for indemnification or
for the advancement or reimbursement of expenses pursuant hereto), be amended,
supplemented, waived, or terminated, in whole or in part, with respect to any
person covered by Section 2 of Article IV hereof by a written agreement signed
by the Corporation and such person.

                  (g) The Corporation shall have the right to appoint the
attorney for a person covered by Section 2 of Article IV hereof, provided such
appointment is not unreasonable under the circumstances.


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Section 7         Optional Indemnification.

The Corporation may, to the fullest extent permitted by applicable law,
indemnify, and advance or reimburse expenses for, persons in all situations
other than that covered by Section 2 of Article IV.


                       ARTICLE V. SHARES OF CAPITAL STOCK

Section 1         Authority to Sign Share Certificate.

Every share certificate of the Corporation shall be signed by the Chairman,
Chief Executive Officer or the President and by the Secretary or one of the
Assistant Secretaries. If the certificate is signed by a transfer agent or
registrar, the signature of any officer of the Corporation on the certificate
may be facsimile, engraved or printed.

Section 2         Lost or Destroyed Certificates.

Any person claiming a share certificate to be lost, destroyed or wrongfully
taken shall receive a replacement certificate if such shareholder: (a) requests
such replacement certificate before the Corporation has notice that the shares
have been acquired by a bona fide purchaser; and (b) satisfies any other
reasonable requirements as may be fixed by the Board of Directors.


                               ARTICLE VI. GENERAL

Section 1         Record Date.

The Board of Directors may fix any time prior to the date of any meeting of
shareholders as a record date for the determination of shareholders entitled to
notice of, or to vote at, the meeting, which time, except in the case of an
adjourned meeting, shall be not more than ninety (90) days prior to the date of
the meeting of shareholders. The Board of Directors may (without limiting the
right of the Board of Directors to establish a record date for other purposes)
fix any time whatsoever (whether or not the same is more than ninety (90) days)
prior to the date for the payment of any dividend, or distribution, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of shares will be made or will go into effect, as a record date for the
determination of the shareholders entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares.

Section 2         Emergency Bylaws.

In the event of any emergency resulting from an attack on the United States, a
nuclear disaster or another catastrophe as a result of which a quorum cannot be
readily assembled and during the continuance of such emergency, the following
Bylaw provisions shall be in effect, notwithstanding any other provisions of
these Bylaws.

                  (a) A meeting of the Board of Directors or of any committee
thereof may be called by any officer or director upon one hour's notice to all
persons entitled to notice whom, in the sole judgment of the notifier, it is
feasible to notify;

                  (b) The director or directors in attendance at the meeting of
the Board of Directors or of any committee thereof shall constitute a quorum;
and


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                  (c) These Bylaws may be amended or repealed, in whole or in
part, by a majority vote of the directors attending any meeting of the Board of
Directors, provided such amendment or repeal shall only be effective for the
duration of such emergency.

Section 3         Severability.

If any provision of these Bylaws is illegal or unenforceable as such, such
illegality or unenforceability shall not affect any other provision of these
Bylaws and such other provisions shall continue in full force and effect.


                             ARTICLE VII. AMENDMENTS

Section 1         Amendments.

These Bylaws may be amended or repealed, in whole or In part, by the affirmative
vote of a majority of the members of the Board of Directors at any regular or
special meeting; subject, however, to the power of the shareholders to amend or
repeal the bylaws at any annual or special meeting duly convened after notice of
that purpose.

Section 2         Recording Amendments.

The text of all amendments to these Bylaws shall be attached hereto, and a
notation of the date of its adoption and a notation of whether it was adopted by
the directors or the shareholders shall be made in Section 2 of Article VIH
hereof.


                   ARTICLE VIII. ADOPTION OF BYLAWS AND RECORD
                              OF AMENDMENTS THERETO

Section 1         Adoption and Effective Date.

These Bylaws have been adopted and approved by the Board of Directors of the
Corporation on January 15, 1999. These Bylaws shall be effective as of January
15, 1999.


Section 2         Amendments to Bylaws.

<TABLE>
<CAPTION>
       Section Amended                            Date Amended                          Adopted By
       ---------------                            ------------                          ----------
<S>                                         <C>                                   <C>
Section 2 of Article III, Directors         Effective as of July 25, 2002         Board of Directors
Section 3 of Article III, Directors         Effective as of July 25, 2002         Board of Directors
</TABLE>


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