<DOCUMENT>
<TYPE>EX-2.B
<SEQUENCE>2
<FILENAME>sc0134a.txt
<DESCRIPTION>EXHIBIT 2(B) -- AMEND. TO BYLAWS
<TEXT>
                                                                 EXHIBIT (2)(b)



         Article IV, Section 3 was amended by deleting the current Section 3 and
replacing it with the following new Section 3:

         Section 3. Meetings. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. Any two
members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members present at a meeting shall be the act of such committee. The Board of
Directors may designate a chairman of any committee, and such chairman or any
two members of any committee (if there are at least two members of the
committee) may fix the time and place of its meeting unless the Board shall
otherwise provide. In the absence of any member of any such committee, the
members thereof present at any meeting, whether or not they constitute a quorum,
may appoint another Director to act in the place of such absent member. Each
committee shall keep minutes of its proceedings.

</TEXT>
</DOCUMENT>
