<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>ex_2-b.txt
<DESCRIPTION>EX-2(B) -- AMENDMENT TO BYLAWS
<TEXT>
                                                                  EXHIBIT (2)(b)



         Article III Section 3 was amended on January 30, 2006 by deleting the
first paragraph and replacing it with the following paragraph.

         Section 3. Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of his term
and his or her successor shall have been elected and qualifies, (b) his or her
death, (c) his or her resignation, or (d) his or her removal. To be eligible for
nomination as a director a person must, at the time of such person's nomination,
(a) have Relevant Experience and Country Knowledge (as defined below), (b) not
have any Conflict of Interest (as defined below) and (c) not be over 72 years of
age; provided that clause (c) shall not apply to any person who was a Director
on October 15, 1999 or to any person whom the Nominating Committee (or in the
absence of such a Committee, the Board of Directors) determines to except from
that clause on the basis that the person's prior public or government service or
other broad-based activities in the business community make it essential that
the Corporation continue to receive the benefit of the person's services as a
Director. The determination described in the previous sentence shall be made on
or before the time of nomination. Whether a proposed nominee satisfies the
foregoing qualifications shall be determined by the Nominating Committee or, in
the absence of such a Committee, by the Board of Directors, each in its sole
discretion.

</TEXT>
</DOCUMENT>
