<DOCUMENT>
<TYPE>EX-3.II
<SEQUENCE>2
<FILENAME>y38274exv3wii.txt
<DESCRIPTION>EX-3.II: BY-LAW AMENDMENT
<TEXT>
<PAGE>


                                                                   EXHIBIT 3(II)


5.1 DIRECT REGISTRATION. Notwithstanding any other provision in these By-laws,
the directors may resolve to adopt a system of issuance, recordation and
transfer of its shares of capital stock by electronic or other means not
involving any issue of certificates (a "Direct Registration System"), including
provisions for notice to purchasers in substitution for any required statements
with respect to certificates, and as may be required by or is in accord with
applicable securities laws or stock exchange listing rules. Any direct
Registration System so adopted shall not become effective as to issued and
outstanding certificated securities until the certificates therefor have been
surrendered to the Company.
</TEXT>
</DOCUMENT>
