EXHIBIT 3(b)






                                       Article IV

                            OFFICERS - CHAIRMAN OF THE BOARD

Section 1.  Officers
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            The  officers  of  the  Corporation   shall  be  elected  by  the  
Board  of Directors.  The  officers  shall be a  President,  one or more 
Vice-Presidents  (one of whom may be  designated  Executive  Vice-President),  
a Secretary  and a Treasurer, and such other officers as the Board of Directors
from time to time shall  determine.  The President  shall be chosen  from among 
the  directors,  but other  officers  need not be directors.  The  officers  
shall be elected  annually by the Board of  Directors  at its first  meeting  
following  the annual  meeting of  shareholders,  and each such  officer shall 
hold  office  until the  corresponding  meeting in the next year and until his 
or her successor  shall have been duly chosen and qualified,  or until he or she
shall have resigned or have been  removed  from  office.  Any  vacancy in any of
the above  offices shall be filled  for the  unexpired  portion of the term by 
the Board of  Directors, at any  regular or special  meeting.  A majority  of 
the entire  Board  shall have power at any regular or special meeting to remove
any officer, with or without cause.