ARTICLE III  DIRECTORS

         Section 1. NUMBER, ELECTION AND TERMS.

         Except as otherwise  fixed pursuant to the provisions of Article Fourth
         of the  Certificate  of  Incorporation  relating  to the  rights of the
         holders of any class or series of stock  having a  preference  over the
         Common Stock as to dividends or upon  liquidation  to elect  additional
         directors under specified circumstances,  the number of Directors shall
         be fixed from time to time by the Board of  Directors  but shall not be
         less than three nor more than eleven.