BLS

BELLSOUTH CORPORATION

Incorporated under the Laws

of the State of Georgia

on October l3, l983

Adopted

October 24, l983

----------

BY-LAWS

As Amended

Effective November 23, 1998

Secretary Department
19A01 Campanile Building
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610


<PAGE>


CONTENTS

Article I......Shareholders

Article II.....Directors

Article III....Officers

Article IV.....Stock

Article V......Business Combinations

Article VI.....Seal

Article VII....Indemnity

Article VIII...Amendment of By-laws

2
<PAGE>

BY-LAWS

OF

BELLSOUTH CORPORATION


ARTICLE I

SHAREHOLDERS

Section l. ANNUAL MEETING. The annual meeting of the shareholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at such time and
place as the Board of Directors may by resolution provide. Notice of any
nominations of persons for election to the Board of Directors or of any other
business to be brought before an annual meeting of shareholders by a shareholder
must be provided in writing to the Secretary of the Corporation not later than
the close of business on the seventy-fifth (75th) day nor earlier than the close
of business on the one hundred and twentieth (120th) day prior to the date which
is twelve (12) months after the anniversary of the annual meeting of
shareholders held in the prior year. Such shareholder's notice shall set forth
(a) as to each person whom the shareholder proposes to nominate for election as
a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the Proxy Statement as a nominee and to serving as a director if elected, and
evidence reasonably satisfactory to the Company that such nominee has no
interests that would limit their ability to fulfill their duties of office; (b)
as to any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (c) as to the shareholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such shareholder, as
they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation that are owned beneficially
and held of record by such shareholder and such beneficial owner. In addition,
if the shareholder intends to solicit proxies from the shareholders of the
Corporation, such shareholder's notice shall notify the Corporation of this
intent. If a shareholder fails to notify the Corporation of his or her intent to
solicit proxies and does in fact solicit proxies, the Chairman of the Board
shall have the authority, in his or her discretion, to strike the proposal or
nomination by the shareholder.

Section 2. SPECIAL MEETING. A special meeting of the shareholders may be
called at any time by the Board of Directors or the Chief Executive Officer and
shall be called upon written request to the Chief Executive Officer or
Secretary, signed by the holders of at least three-quarters of the outstanding
shares entitled to vote at such meeting. The written request


3
<PAGE>

shall set forth (a) a brief description of the purpose of the proposed meeting
and business to be brought before such meeting, and any material interest in
such business of any shareholder and beneficial owner, if any, on whose behalf
the proposal is made; (b) if the shareholders requesting the special meeting
propose to nominate one or more persons for election as directors, as to each
such person all information that is required to be disclosed in solicitations of
proxies for elections of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including each such person's written consent to being named in a proxy
statement as a nominee and to serving as director if elected, and evidence
reasonably satisfactory to the Company that such nominee has no interests that
would limit his or her ability to fulfill his or her duties of office; and (c)
as to the shareholders giving the notice and the beneficial owner, if any on
whose behalf the request is made, (i) the name and address of each such
shareholder, as they appear on the Company's books, and of such beneficial owner
and (ii) the class and number of shares of the Company that are owned
beneficially and held of record by such shareholders and beneficial owners. In
addition, if the shareholder intends to solicit proxies from the shareholders of
the Corporation, such shareholder's notice shall notify the Corporation of this
intent. If a shareholder fails to notify the Corporation of his or her intent to
solicit proxies and does in fact solicit proxies, the Chairman of the Board
shall have the authority, in his or her discretion, to strike the proposal or
nomination proposed by the shareholder.

Section 3. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each
meeting of shareholders, stating the place and time of the meeting, shall be
mailed to each shareholder entitled to vote at such meeting at such
shareholder's address shown on the records of the Corporation not less than
thirty nor more than sixty days prior to such meeting. If the notice is for a
special meeting, the notice shall also include the purpose or purposes for which
the special meeting is being called and shall indicate that the notice is being
issued by or at the direction of the person or persons calling the meeting.
Failure to receive notice of any meeting of shareholders shall not invalidate
the meeting. Notice of any meeting may be given by or at the direction of the
Chairman, the President, the Secretary or by the person or persons calling such
meeting.

Section 4. QUORUM; REQUIRED SHAREHOLDER VOTE. A quorum for the transaction
of business at any meeting of the shareholders shall exist when the holders of
forty per centum of the outstanding shares entitled to vote are represented
either in person or by proxy. At any duly constituted meeting, or at any
adjournment thereof, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless a greater vote is required by law, by the
Articles of Incorporation or by these By-laws. The holders of a majority of the
voting shares represented at a meeting may adjourn such meeting to another time
or place despite the absence of a quorum.

Section 5. BALLOTS. All elections by shareholders shall be by ballot.


4
<PAGE>


Section 6. PROXIES. A shareholder may vote either in person or by a proxy
which such shareholder has duly executed in writing, or by any other method
permitted by the Official Code of Georgia Annotated.

Section 7. INSPECTORS OF ELECTIONS. The Board of Directors, in advance of
any shareholders' meeting, shall appoint an Inspector or Inspectors to act at
the meeting or any adjournment, thereof. Any vacancy may be filled by
appointment of the Board in advance of the meeting or at the meeting by the
person presiding thereat.


ARTICLE II

DIRECTORS

Section l. POWER OF DIRECTORS. The Board of Directors shall direct the
management of the business and affairs of the Corporation and may exercise all
of the powers of the Corporation, subject to any restrictions imposed by law, by
the Articles of Incorporation or by these By-laws.

Section 2. COMPOSITION OF THE BOARD. The Board of Directors of the Corporation
shall consist of fourteen (14) natural persons of the age of eighteen years or
over. The Directors shall be divided into three classes (of at least three
directors each), as nearly equal in number of directors as possible, with the
term of each class to be three years. Each Director shall hold office for the
term for which elected, which term shall end at an Annual Meeting of
Shareholders, and until his successor shall have been elected and qualified, or
until his earlier retirement, resignation, removal from office, or death. The
authorized number of directors may be increased or decreased from time to time
by vote of a majority of the then authorized number of directors or by the
affirmative vote of the holders of at least 75% of the voting power of all
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class; provided, however, that such
number shall not be less than nine.

Section 3. ELECTION OF CHAIRMAN OF THE BOARD AND VICE CHAIRMEN OF THE BOARD.
The Board of Directors may elect from among their number a Chairman of the
Board, and may also elect from among their number a Vice Chairman or Vice
Chairmen of the Board (referred to in these By-laws as a "Vice Chairman" or
"Vice Chairmen").

Section 4. CHAIRMAN OF THE BOARD. The Chairman of the Board (referred to in
these By-laws as the "Chairman") shall preside, when present, at all meetings of
the Board of Directors and shall have such other powers and duties as may be
conferred upon or assigned to the Chairman by the Board of Directors.

Section 5. VICE CHAIRMEN OF THE BOARD. The Vice Chairman (or if there be more
than one Vice Chairman, the Vice Chairman designated by the Chairman) of the
Board, shall preside at meetings of the Board of Directors in the absence of the
Chairman and at meetings of the


5
<PAGE>

Shareholders in the absence of the Chief Executive Officer, and shall perform
such other duties as the Board or Chairman may assign.

Section 6. MEETINGS OF THE BOARD; NOTICE OF MEETINGS; WAIVER OF NOTICE. The
Annual Meeting of the Board of Directors, for the purpose of electing officers
and transacting such other business as may be brought before the meeting, shall
be held each year immediately following the Annual Meeting of the shareholders.
Regular meetings shall be held at such times and places as the Board of
Directors or Committees may determine, and no notice of such regular meetings
need be given. Special meetings of the Board of Directors may be called at any
time by the Chief Executive Officer or by any two members of the Executive
Committee, and shall be called by the Chief Executive Officer or the Secretary
upon request in writing signed by two or more directors and specifying the
purpose or purposes of the meeting. Notice of the time and place of such special
meetings shall be given to each Director, in person or by first class mail,
telegraph, cablegram or telephone, or by any other means customary for expedited
business communications, at least two (2) days before the meeting. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Directors need be stated in the notice of such meeting.

Section 7. QUORUM; VOTE REQUIREMENT. One-third of the number of Directors
fixed in these By-laws at any time shall constitute a quorum for the transaction
of business at any meeting. When a quorum is present, the vote of a majority of
the Directors present shall be the act of the Board of Directors, unless a
greater vote is required by law, by the Articles of Incorporation or by these
By-laws.

Section 8. ACTION OF BOARD WITHOUT MEETING. Any action required or permitted
to be taken at a meeting of the Board of Directors or any committee thereof may
be taken without a meeting if written consent, setting forth the action so
taken, is signed by all the Directors or committee members and filed with the
minutes of the proceedings of the Board of Directors or committee. Such consent
shall have the same force and effect as a unanimous affirmative vote of the
Board of Directors or committee, as the case may be.

Section 9. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of all of the Directors, may designate from among its members an
Executive Committee and other committees, each composed of three (3) or more
Directors, and may fix the quorum thereof. Any committee so designated shall
serve at the pleasure of and may exercise such authority as is delegated by the
Board of Directors, provided that no committee shall have the authority of the
Board of Directors to (1) approve or propose to shareholders action required to
be approved by shareholders, (2) fill vacancies on the board of directors or on
any of its committees, (3) amend the Articles of Incorporation, (4) adopt,
amend, or repeal By-laws, or (5) approve a plan of merger not requiring
shareholder approval.

Section l0. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the
Chairman and the President and such other Directors as are designated from time
to time by the Board of Directors. The Chief Executive Officer may designate an
Alternate Chairman who shall preside during the absence or disability of the
Chief Executive Officer. The Executive


6
<PAGE>

Committee shall, except as otherwise provided herein, by law or by resolution of
the Board of Directors, have all the authority of the Board of Directors during
the intervals between the meetings of the Board of Directors.

Section 11. VACANCIES. A vacancy occurring in the Board of Directors by reason
of the removal of a Director by the shareholders shall be filled by the
shareholders, or, if authorized by the shareholders, by the remaining Directors.
Any other vacancy occurring in the Board of Directors, including, without
limitation, any vacancy occurring by reason of an amendment to these By-laws
increasing the number of Directors, may be filled by the affirmative vote of a
majority of the remaining Directors, though less than a quorum of the Board of
Directors, or, if the vacancy is not so filled, or if no director remains, by
the shareholders. A Director elected to fill a vacancy shall serve for the
unexpired term of his predecessor in office or, if such vacancy occurs by reason
of an amendment to these By-laws increasing the number of Directors, until the
next election of Directors by the shareholders and the election and
qualification of the successor.

Section l2. TELEPHONE CONFERENCE MEETINGS. Members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board or committee by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.

Section l3. REMOVAL OF DIRECTORS. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any director, or all directors, may
be removed from office at any time, with cause, only by the affirmative vote of
the holders of at least 75% of the voting power of all the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.


ARTICLE III

OFFICERS

Section l. EXECUTIVE STRUCTURE. The officers of the Corporation shall be
elected by the Board of Directors and shall consist of a Chairman of the Board,
if there be one, a President, a Vice Chairman or Vice Chairmen of the Board, if
there be any and if elected as an officer or officers of the Corporation, such
number of Executive Vice Presidents and Vice Presidents as the Board of
Directors shall from time to time determine, a Secretary, a Treasurer, a
Controller and such other officers or assistant officers as may be elected or
appointed by the Board of Directors. The Board shall designate either the
Chairman or the President as the Chief Executive Officer of the Corporation and
may designate a Chief Operating Officer. Each officer shall hold office for the
term for which such officer has been elected or appointed and until such
officer's successor has been elected or appointed and has qualified, or until
such officer's earlier resignation, removal from office, or death. Any two or
more


7
<PAGE>

offices may be held by the same person, except that neither the Chairman nor the
President shall serve as Secretary or Assistant Secretary.

Section 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall, under
the direction of the Board of Directors, have responsibility for the general
direction of the Corporation's business, policies and affairs. The Chief
Executive Officer shall preside, when present, at all meetings of the
shareholders and at all meetings of the Executive Committee. The Chief Executive
Officer shall have such other authority and perform such other duties as usually
appertain to the chief executive office in business corporations or as are
provided by the Board of Directors. The Chief Executive Officer shall be
empowered at any time and from time to time to issue and promulgate rules,
regulations and directives relating to the conduct of the business and affairs
of the Corporation, and the Secretary of the Corporation shall maintain a record
of such rules, regulations and directives.

Section 3. CHIEF OPERATING OFFICER. If there be one, the Chief Operating
Officer shall, under the direction of the Chief Executive Officer, have direct
superintendence of the Corporation's business, policies, properties and affairs.
The Chief Operating Officer shall have such further powers and duties as from
time to time may be conferred upon or assigned to such officer by the Board of
Directors or the Chief Executive Officer. In the absence or disability of the
Chief Executive Officer, the Chief Operating Officer shall perform the duties
and exercise the powers of the Chief Executive Officer.

Section 4. PRESIDENT. The President shall have such powers and duties as
from time to time may be conferred upon or assigned to the President by the
Board of Directors or the Chief Executive Officer (if the President is not the
Chief Executive Officer).

Section 5. VICE PRESIDENTS. The Executive Vice Presidents, if any, and Vice
Presidents shall have such powers and duties as from time to time may be
conferred upon or assigned to them by the Board of Directors, the Chairman, or
the President. An Executive Vice President or other officer may be responsible
for the assignment of duties to subordinate Vice Presidents.

Section 6. SECRETARY. The Secretary shall send all requisite notices of
meetings of the shareholders, the Board of Directors, and the Executive
Committee. The Secretary shall attend all meetings of the shareholders, the
Board of Directors, and the Executive Committee, and shall keep a true and
faithful record of the proceedings. The Secretary shall have custody of the seal
of the Corporation, and of all records, books, documents, and papers of the
Corporation, except those required to be in the custody of the Treasurer or the
Controller and except such subsidiary records as may be kept in departmental
offices. The Secretary shall sign and execute all documents which require his
signature and execution, and shall affix the seal of the Corporation thereto and
attest the same when necessary. Assistant Secretaries shall have such of the
authority and perform such of the duties of the Secretary as may be provided in
these By-laws or assigned to them by the Board of Directors or by the Secretary.
During the Secretary's absence or inability, the Secretary's authority and
duties shall be possessed by such Assistant Secretary or Assistant Secretaries
as the Board of Directors, or the Secretary with the approval of the Chairman,
or the President may designate.


8
<PAGE>


Section 7. TREASURER. The Treasurer shall receive and have charge of all funds
and securities of the Corporation. The Treasurer shall deposit the funds to the
credit of the Corporation in such depositories as shall be approved from time to
time by the Chairman, the President, the Executive Vice President or Vice
President responsible for financial matters, or the Treasurer, and the Treasurer
shall disburse the same only on written approval of the Controller or the
Controller's duly authorized representative, or under such other rules and
regulations and upon such other disbursement instruments as the Chairman or the
Executive Vice President or Vice President responsible for financial matters may
adopt or authorize. The Treasurer shall keep full and regular books showing all
the Treasurer's receipts and disbursements. Assistant Treasurers shall have such
of the authority and perform such of the duties of the Treasurer as may be
provided in these By-laws or assigned to them by the Board of Directors or by
the Treasurer. During the Treasurer's absence or inability, the Treasurer's
authority and duties shall be possessed by such Assistant Treasurer or Assistant
Treasurers as the Board of Directors, or the Treasurer upon the approval of the
Chairman, the President or the officer responsible for financial matters, may
designate. The Treasurer and each Assistant Treasurer shall give such security
for the faithful performance of such officer's duties as the Board of Directors
may require.

Section 8. CONTROLLER. The Controller shall be the principal accounting
officer of the Corporation and shall have custody and charge of all books of
account, except those required by the Treasurer in keeping record of the work of
the Treasurer's office, and shall have supervision over such subsidiary
accounting records as may be kept in departmental offices. The Controller shall
have access to all books of account, including the records of the Secretary and
the Treasurer, for obtaining information necessary to verify or complete the
records of the Controller's office. The Controller or a duly authorized
representative shall certify to the authorizations and approvals pertaining to
all vouchers; and no payments from the general cash shall be made by the
Treasurer except on vouchers bearing the written approval of the Controller or
an authorized representative, unless the Board of Directors, the Chairman or
other officer responsible for financial matters provides otherwise. Assistant
Controllers shall have such of the authority and perform such of the duties of
the Controller as may be provided in these By-laws or assigned to them by the
Board of Directors or by the Controller. During the Controller's absence or
inability, the Controller's authority and duties shall be possessed by such
Assistant Controller or Assistant Controllers as the Board of Directors, or the
Controller upon the approval of the Chairman, the President or other officer
responsible for financial matters may designate.

Section 9. OTHER DUTIES AND AUTHORITY. Each officer, employee and agent of
the Corporation shall have such other duties and authority as may be conferred
upon such officer by the Board of Directors or delegated to such officer by the
Chairman, the President or the responsible officer.

Section 10. REMOVAL OF OFFICERS. Any officer may be removed at any time by
the Board of Directors with or without cause, and such vacancy may be filled by
the Board of Directors.


9
<PAGE>

Section 11. APPOINTED OFFICERS. The Board of Directors, the Chairman, the
President, or the officer responsible for administrative matters may, from time
to time, appoint individuals to serve in such designated capacities for the
Corporation (such as Vice President, Assistant Vice President, Assistant
Secretary, Assistant Treasurer or Assistant Controller) as may be deemed
appropriate. Each appointed officer shall perform such duties and shall have
such authority as shall be delegated to such officer from time to time by the
officer of the Corporation to whom such appointed officer is responsible. Any
duty or authority delegated to any appointed officer pursuant to this Section
may be withdrawn, with or without cause, at any time by the Board of Directors,
the Chairman, the President, the officer responsible for administrative matters
or such officer delegating such duty or authority to the appointed officer.


ARTICLE IV

STOCK

Section l. ISSUANCE OF STOCK, STOCK CERTIFICATES. The Board of Directors, and
any duly constituted committee of the Board of Directors, shall have the power
and authority to issue shares of capital stock of the Corporation, provided,
however, that the stock issued by a committee of the Board of Directors shall be
issued in connection with a purpose which is within the authority delegated to
such committee by the full Board of Directors. The shares of stock of the
Corporation may be represented by certificates in such form as may be approved
by the Board of Directors, which certificates shall be signed or signed by
facsimile by the Chairman or President and the Secretary or Treasurer or an
Assistant Secretary or Assistant Treasurer of the Corporation; and which shall
be sealed with the seal of the Corporation or a facsimile thereof.
Notwithstanding the foregoing provisions regarding share certificates, officers
of the Corporation may provide that some or all of any or all classes or series
of the Corporation's common or any preferred shares may be uncertificated
shares. No share certificate shall be issued until the consideration for such
shares has been fully paid or otherwise provided for.

Section 2. TRANSFER OF STOCK. Shares of stock of the Corporation shall be
transferred on the books of the Corporation upon surrender to the Corporation of
certificates representing the shares to be transferred accompanied by an
assignment in writing of such shares properly executed by the shareholder of
record or such shareholder's duly authorized attorney-in-fact and with all taxes
on the transfer having been paid. The Corporation may refuse any requested
transfer until furnished evidence satisfactory to it that such transfer is
proper. The Board of Directors may make such rules concerning the issuance,
transfer and registration of stock, the cancellation of stock and certificates,
and requirements regarding the replacement of lost, destroyed or wrongfully
taken stock certificates (including any requirement of an indemnity bond prior
to issuance of any replacement certificate) as it deems appropriate.


10
<PAGE>


Section 3. REGISTERED SHAREHOLDERS. The Corporation may deem and treat the
holder of record of any stock as the absolute owner for all purposes and shall
not be required to take any notice of any right or claim of right of any other
person.

Section 4. RECORD DATE. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors of
the Corporation may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in the case of a meeting of shareholders, not less than ten days prior
to the date on which the particular action requiring such determination of
shareholders is to be taken.


ARTICLE V

BUSINESS COMBINATIONS

Section 1. All of the requirements within Part 2 of Article 11 of Chapter 2 of
Title 14 of the Official Code of Georgia Annotated, in the form enacted and
amended by Georgia Laws, l985, Page 527, as amended, shall be applicable to
business combinations of the Corporation.

Section 2. All of the requirements within Part 3 of Article 11 of Chapter 2
of Title 14 of the Official Code of Georgia Annotated, in the form enacted by
Georgia Laws, 1988, Page 158, as amended, shall be applicable to business
combinations of the Corporation.


ARTICLE VI

SEAL

The common seal of the Corporation shall bear within concentric circles the
words "BellSouth Corporation" with the word "Seal" in the center. The seal and
its attestation may be by facsimile.


ARTICLE VII

INDEMNITY

Section 1. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including any action
by or in the right of the Corporation), by reason of the fact that such person
is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the Corporation against expenses (including reasonable attorney's fees),
judgments, fines and amounts paid in


11
<PAGE>

settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, to the maximum extent permitted by, and in the
manner provided by, the Georgia Business Corporation Code.

Section 2. The Board of Directors is expressly authorized on behalf of the
Corporation to enter indemnity agreements between the Corporation and any
director or officer of the Corporation, or any person serving at the request of
the Corporation as a director, officer, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or
enterprise, in form and content acceptable to the Board and substantially in the
form of agreement submitted to and approved by the shareholders of the
Corporation. Such agreements may provide that the Corporation shall indemnify
such persons and provide for procedural rights intended to assure that
appropriate indemnification is available against expenses (including reasonable
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such persons in connection with such action, suit or
proceeding. No indemnification may be made for liability (i) for any
appropriation, in violation of a director's duties, of any business opportunity
of the Corporation, (ii) for acts or omissions not in good faith or constituting
intentional misconduct or a knowing violation of law, (iii) for the types of
liability set forth in Section 14-2-832 of the Georgia Business Corporation
Code, or (iv) for any transaction from which the person derived an improper
personal benefit.


ARTICLE VIII

AMENDMENT OF BY-LAWS

The Board of Directors shall have the power to alter, amend or repeal the
By-laws or adopt new by-laws, but any by-laws adopted by the Board of Directors
may be altered, amended or repealed and new by-laws adopted by the shareholders.
The shareholders may prescribe that any by-law or by-laws adopted by them,
including, without limitation, a by-law establishing the number of Directors,
shall not be altered, amended or repealed by the Board of Directors. Action by
the Board of Directors with respect to the By-laws shall be taken by an
affirmative vote of a majority of all of the Directors then in office. Action by
the shareholders with respect to the By-laws shall be taken by an affirmative
vote of a majority of the shares entitled to vote at an election of Directors.

Notwithstanding the preceding sentence, the affirmative vote of the holders of
at least 75% of the voting power of all shares of the Corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to amend or repeal, or adopt any provision inconsistent with,
Section 2 or l3 of Article II of these By-laws, or this sentence.