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mailed to the address designated in such request, at least 72 hours before the
day on which the meeting is to be held, or shall be sent by telegram, facsimile
or other means of electronically transmitted written copy, addressed to him at
such place, or telephoned or delivered to him or her personally, at least 48
hours before the day on which the meeting is to be held. Notice of any meeting
of a committee need not be given to any member thereof who shall attend the
meeting in person or who shall waive notice thereof by telegram, facsimile or
other means of electronically transmitted written copy. Notice of any adjourned
meeting need not be given. Each committee shall keep a record of its

      Each committee may meet and transact any and all business delegated to
that committee by the Board by means of a conference telephone or similar
communications equipment provided that all persons participating in the meeting
are able to hear and communicate with each other. Participation in a meeting by
means of conference telephone or similar communication shall constitute presence
in person at such meeting.


      At each meeting of any committee the presence of a majority of its members
then in office shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of such committee; in the
absence of a quorum, a majority of the members present at the time and place of
any meeting may adjourn the meeting from time to time until a quorum shall be
present. Subject to the foregoing and other provisions of these Bylaws and
except as otherwise determined by the Board, each committee may make rules for
the conduct of its business. Any determination made in writing and signed by all
the members of such committee shall be as effective as if made by such committee
at a meeting.

      5.04  RESIGNATIONS.

      Any member of a committee may resign at any time by giving written notice
of such resignation to the Corporation, the Board, or an Executive Officer of
the Corporation. Unless otherwise specified in such notice, such resignation
shall take effect upon receipt thereof by the Board or any Executive Officer of
the Corporation.

      5.05  REMOVAL.

      Any member of any committee may be removed at any time by the affirmative
vote of a majority of the whole Board with or without cause.

      5.06  VACANCIES.

      If any vacancy shall occur in any committee by reason of death,
resignation, disqualification, removal or otherwise, the remaining members of
such committee, though less than a quorum, shall continue to act until such
vacancy is filled by the Board.

                              ARTICLE VI - OFFICERS

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