EXHIBIT "B"

                                                                 

[Article IV, Section 12]

           (d)   In  any instance where more than one  person  is
entitled  to  reimbursement of attorneys' fees pursuant  to  this
Section  12,  the Company shall select one attorney to  serve  as
attorney  for  all such persons, unless, in the  opinion  of  the
attorney  selected by the Company, a conflict of interest  exists
which  would prevent representation by that attorney  of  one  or
more  persons.   Notwithstanding  the  foregoing  provision,  any
person may at any time decide to be represented by an attorney of
his choosing, at his own expense.



[Article VII, Section 12]

           Section  12.   In addition to such bank  accounts  and
brokerage  accounts as may be authorized in the usual  manner  by
resolution  of  the  Board of Directors,  the  Treasurer  or  the
Controller  of the Company, with the approval of any one  of  the
Chairman,  the  President, or the Chief  Financial  Officer,  may
authorize  such bank accounts or brokerage accounts to be  opened
or  maintained in the name and on behalf of the Company as he  or
she  may deem necessary or appropriate.  Payments from such  bank
accounts  shall  be made upon and according to a check  or  draft
which  may  be signed jointly or singly by either the  manual  or
facsimile  signature  or signatures of such  officers  or  bonded
employees  of  the Company as shall be specified in  the  written
instruction of the Chief Financial Officer, the Treasurer, or the
Controller of the Company.  With respect to any brokerage account
established pursuant to this Section 12, any of the Chairman, the
Chief  Financial  Officer, the Treasurer, the Controller  or  any
other  employee of the Company specified in written  instructions
by  the Chief Financial Officer or Treasurer of the Company shall
be  fully  authorized  and empowered to purchase,  sell,  assign,
transfer  and  deliver  any  and  all  shares  of  stock,  bonds,
debentures, notes, evidences of indebtedness or other  securities
owned  by  the Company or registered in the name of the  Company,
and such persons shall be authorized to make, execute and deliver
any  and  all  written  instruments of  assignment  and  transfer
necessary  or  proper to give effect to any transaction  in  such
brokerage account.

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