By-Laws - Colgate-Palmolive Co.


                                                      February 8, 2001

                           COLGATE-PALMOLIVE COMPANY

                                    BY-LAWS

                                   OFFICES.

1. The registered office shall be in the City of Wilmington, County of
New Castle, State of Delaware, and the name of the registered agent in 
charge thereof is THE CORPORATION TRUST COMPANY.

The corporation may also have offices at such other places within or
without the State of Delaware as the board of directors may from time 
to time determine or the business of the corporation may require.

                                     SEAL.

2. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "CORPORATE SEAL,
DELAWARE".

                            STOCKHOLDERS' MEETINGS.

3. Meetings of stockholders may be held at such place within or without
the State of Delaware as shall be determined from time to time by the 
board of directors.

4. The annual meeting of the stockholders shall be held on the fourth
Wednesday of April in each year, if not a legal holiday, and if a legal 
holiday, then on the next secular day following, at ten o'clock in the 
forenoon (or on such other date or at such other time as the board of 
directors may determine) when they shall elect by plurality vote by 
ballot a board of directors and transact such other business as may 
properly be brought before the meeting.

5. Written notice of the annual meeting shall be mailed to each
stockholder entitled to vote thereat at such address as appears on the 
books of the corporation, at least ten (but not more than fifty) days 
prior to the meeting.

6. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the certificate of 
incorporation, may be called by the chief executive officer of the 
corporation, and shall be called by the president or secretary upon 
resolution of a majority of the entire board of directors, or at the 
request in writing of a majority of the entire board of directors. 
Such request shall state the purpose or purposes of the proposed 
meeting. Special meetings of holders of preferred stock held pursuant
to the provisions of Section 10 of Article Fourth of the certificate 
of incorporation may be called in accordance with the provisions of 
paragraph (c) of said Section 10.

7. Written notice of a special meeting of stockholders, including a
special meeting for the purpose of amending the certificate of 
incorporation, stating the time and place and purposes thereof shall 
be mailed, postage prepaid, at least ten but not more than fifty days
   
 
before such meeting, to each stockholder entitled to vote thereat at such
address as appears on the books of the corporation.

         8. (A) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (l) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the board of directors, (2) otherwise properly brought before the meeting by or
at the direction of the board of directors, or (3) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or such
public disclosure was made. A stockholder's notice to the secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (1) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (2) the name and address, as they appear on the corporation's books, of
the stockholder proposing such business, (3) the class and number of shares of
the corporation which are beneficially owned by the stockholder, and (4) any
material interest of the stockholder in such business. Notwithstanding anything
in the by-laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this by-law 8(A).
In the event that a stockholder seeks to bring one or more matters before an
annual meeting, the board of directors shall establish a committee consisting of
non-management directors for the purpose of reviewing compliance with this by-
law 8(A); provided, however, that if the business to be brought before the
meeting by a stockholder relates to the removal, replacement or election of one
or more directors, the secretary of the corporation shall appoint two or more
inspectors, who shall not be affiliated with the corporation, to act in lieu of
such committee to review compliance with this by-law 8(A). If the committee or
the inspectors (as the case may be) shall determine that a stockholder has not
complied with this by-law 8(A), the committee or the inspectors (as the case may
be) shall direct the chairman of the annual meeting to declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions of this by-law 8(A); and the chairman shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.

        (B) Only persons who are nominated in accordance with the procedures set
forth in this by-law 8(B) shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the corporation
may be made at a meeting of stockholders by or at the direction of the board of
directors or by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this by-law 8(B). Such nominations, other than those made by or at the
direction of the board of directors, shall be made pursuant to timely notice in
writing to the secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by

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the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (l) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, (a) the name, age, business
address and residence address of such person, (b) the principal occupation or
employment of such person, (c) the class and number of shares of the corporation
which are beneficially owned by such person and (d) any other 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 without limitation such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); and
(2) as to the stockholder giving the notice, (a) the name and address, as they
appear on the corporation's books, of such stockholder and (b) the class and
number of shares of the corporation which are beneficially owned by such
stockholder. At the request of the board of directors, any person nominated by
the board of directors for election as a director shall furnish to the secretary
of the corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this by-law 8(B). In the event that a
stockholder seeks to nominate one or more directors, the secretary shall appoint
two inspectors, who shall not be affiliated with the corporation, to determine
whether a stockholder has complied with this by-law 8(B). If the inspectors
shall determine that a stockholder has not complied with this by-law 8(B), the
inspectors shall direct the chairman of the meeting to declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the by-laws; and the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.


         (C) (l) Whenever any action is required or permitted to be taken at any
meeting of stockholders of the corporation, unless the certificate of
incorporation otherwise provides, and subject to the provisions of clauses (2)
and (3) of this by-law 8(C), the action may be taken without a meeting, without
prior notice and without a vote, if a written consent setting forth the action
so taken shall have been signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize such
action at a meeting at which all shares entitled to vote thereon were present
and voted; provided, however, that prompt notice of the taking of corporate
action without a meeting and by less than unanimous written consent must be
given to those stockholders who have not consented in writing.

         (2) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be fixed by the
board of directors of the corporation. Any stockholder of record seeking to have
the stockholders authorize or take corporate action by written consent without a
meeting shall, by written notice, request the board of directors to fix a record
date. Upon receipt of such a request, the secretary shall place such request
before the board of directors at its next regularly scheduled meeting, provided,
however, that if the stockholder represents in such request that he intends, and
is prepared, to commence a consent solicitation as soon as is permitted by the
Securities Exchange Act of 1934 and the regulations thereunder and other
applicable law, the secretary shall, as promptly as practicable, call a special
meeting of the board of directors, which meeting shall be held as promptly as
practicable. At such regular or special meeting, the board of directors shall
fix a record date as provided in Section 213(a) (or its successor provision) of


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the Delaware General Corporation Law. Should the board fail to fix a record date
as provided for in this clause (2), then the record date shall be the day on
which the first written consent is expressed.

         (3) In the event of the delivery to the corporation of a written
consent or consents purporting to represent the requisite voting power to
authorize or take corporate action and/or related revocations, the secretary of
the corporation shall provide for the safekeeping of such consents and
revocations and shall, as promptly as practicable, engage nationally recognized
independent inspectors of elections for the purpose of promptly performing a
ministerial review of the validity of the consents and revocations. No action by
written consent and without a meeting shall be effective until such inspectors
have completed their review, determined that the requisite number of valid and
unrevoked consents has been obtained to authorize or take the action specified
in the consents, and certified such determination for entry in the records of
the corporation kept for the purpose of recording the proceedings of meetings of
stockholders.

         9.  At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
paragraph may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. Each stockholder shall have one vote for each share of
stock having voting power, registered in his name on the books of the
corporation on the record date fixed for such meeting, or, if no record date has
been fixed, on such date as may be provided for by law. The vote for directors
and, upon the demand of any stockholder, the vote upon any question before the
meeting, shall be by ballot.

         10. The holders of a majority of the stock issued and outstanding, and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by law, by the
certificate of incorporation, or by these by-laws. If, however, such majority
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of voting stock
shall be represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

         11. At each meeting of stockholders the presence or lack of a quorum
shall be ascertained and all voting by ballot shall be conducted by two
inspectors appointed for the purpose by the board of directors or, if not so
appointed, designated by the meeting. If for any reason any of the inspectors
previously appointed shall fail to attend or be unable to serve, a replacement
shall be appointed in like manner. The inspectors shall decide upon the
qualifications of the voters and the validity of proxies, report on the presence
or lack of a quorum, take charge of the ballots at said meeting, and after the
balloting thereat on any question shall count the ballots cast thereon and shall
report the result in writing to the secretary of the corporation or to the
chairman of the meeting.

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         12. A complete list of the stockholders entitled to vote at any
meeting, arranged in alphabetical order, giving the address of each, and the
number of voting shares held by each, shall be prepared by the treasurer. Such
list shall be open to the examination of any stockholder for any purpose germane
to the meeting during ordinary business hours for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held and which place shall be specified in the notice of meeting or, if not
so specified, at the place where said meeting is to be held, and the list shall
be produced and kept at the time and place of meeting during the whole time
thereof, and subject to the inspection of any stockholder who may be present.

                                  DIRECTORS.

         13. (A) The property and business of this corporation shall be managed
by its board of directors. The number of directors shall be no less than seven
nor more than twelve, as determined from time to time by the board of directors,
but no reduction in the number of directors shall terminate the office of any
director prior to the first annual meeting of the stockholders subsequent to his
election at which directors are elected except with the written consent of such
director, and provided further that the number of directors may be increased by
action of the holders of preferred stock as contemplated in by-law 13(B), and
that no reduction in the number of directors shall be in violation of the
provisions of by-law 13(B). Except to the extent otherwise provided in the
certificate of incorporation or the by-laws, they shall be elected at the annual
meeting of the stockholders, and each director shall be elected to serve until
his successor shall be elected and shall qualify. No person who has attained the
age of sixty-five shall be initially elected to the board of directors. No
director shall be re-elected as a member of the Board after he or she has
reached his or her 72nd birthday, except if his or her nomination for re-
election has been approved in each instance by a majority of the other directors
of the corporation. Additionally, no former Chief Executive Officer of the
corporation shall be re-elected as a member of the Board after he or she has
reached his or her 65th birthday, except if his or her nomination for re-
election has been approved in each instance by a majority of the other directors
of the corporation, and in no event shall he or she be re-elected after he or
she has reached his or her 68th birthday.

         (B) So long as any preferred stock shall be outstanding and there shall
exist a "default period" as defined in paragraph (a) of Section 10 of Article
Fourth of the certificate of incorporation, the holders of the preferred stock,
voting as a class, irrespective of series, shall have the voting right set forth
in said Section 10. At any meeting at which the holders of preferred stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect directors to fill such
vacancies in the board of directors, if any, as may then exist up to such number
of directors as amounts to the "required proportion" as defined in paragraph (a)
of said Section 10, and if the number which may be so elected does not amount to
the required proportion, to make such increase in the number of directors as
shall be necessary to permit the election by them of the required proportion but
no greater increase than shall be necessary for that purpose, and to elect
directors to the offices so created. An increase in the number of directors by
the holders of preferred stock shall not prevent a subsequent increase or
decrease in the number of directors made in any manner provided herein by the
board of directors or the holders of preferred and common stock voting
irrespective of classes, provided that during a default period no such amendment
shall (l) reduce the number of directors elected by the holders of preferred
stock to less than the


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required proportion or (2) terminate the office of a director prior to the first
annual meeting of stockholders subsequent to his election at which directors are
elected, except with the written consent of such director.

         14. The directors may hold their meetings and have one or more offices,
and keep the books of the corporation outside of Delaware, at the office of the
corporation in the City of New York, or at such other places as they may from
time to time determine.

         15. In addition to the powers and authority by these by-laws expressly
conferred upon it, the board may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by the stockholders.

                                  COMMITTEES.

         16. The board of directors shall appoint such committees as are
required by these by-laws, and may appoint such committees as are permitted by
these by-laws, from among their members.

         17. Appointment of committees shall be by the affirmative vote of a
majority of the whole board.

         18. The board may, but need not, designate one member of each committee
as the chairman thereof.

         19. The board of directors shall appoint a personnel and organization
committee consisting of at least five members, with not less than three members
who are not eligible for stock options or incentive awards either at the time
when discretion is to be exercised by such committee or at any time within one
year prior thereto. Such committee shall consider and monitor the corporation's
organization, personnel and compensation policies, practices and implementation.
In addition, such committee shall review the compensation of the officers of the
company and senior management. Such committee shall also administer such plans
under which stock of the corporation is issuable to employees upon exercise of
stock options, and all executive incentive compensation plans. The board of
directors may provide for an executive incentive compensation committee and a
stock option committee. Each such committee shall consist of members of the
personnel and organization committee who are not eligible for incentive awards
or stock options either at the time when discretion is to be exercised by the
members of the said committee or at any time within one year prior thereto, and
the chairman of the personnel and organization committee, provided he is not and
has not been so eligible. From and after December 14, 1978, all such plans are
amended to reflect their administration by such committees. The executive
incentive compensation committee and the stock option committee shall have the
powers and duties provided in the respective plans and be subject to such
provisions and limitations as the board of directors shall from time to time
determine.

         20. The board of directors shall appoint an audit committee consisting
of not less than three members. Such committee shall review internal and
external audit conditions, procedures and results and formulate and report to
the board of directors policies with regard thereto.

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         21. The board of directors shall appoint a finance committee consisting
of not less than four members. Such committee, if and when appointed, shall
consider and take account of the financial affairs of the corporation, and
formulate and suggest the financial policies of the corporation for submission
to the board of directors.

         22. The board of directors may in its discretion appoint from time to
time other committees for other purposes or assign additional duties to the
existing committees.

         23. Each committee shall have the right to determine its own rules of
procedure, not inconsistent with the action of the board of directors, or with
these by-laws, or with the certificate of incorporation.

         24. Vacancies in the committees shall be filled by the board of
directors.

         25. The time and place of regular meetings of the committees shall be
fixed by the board of directors, or if not so fixed, then by the committee, and
prompt notice thereof shall be given to each member of the committee, provided
however, that the board may authorize the committee or the chairman thereof to
postpone any such committee meeting upon two days notice to each member of the
committee. Special meetings of the committee may be called by the chairman of
the committee or the chief executive officer upon two days notice to each member
of the committee. Each such committee may meet at such stated times and places
and otherwise upon notice and at such places as it shall provide, except that
the finance committee shall meet at least once in each calendar quarter.

         26. A majority of the members of each such committee shall constitute a
quorum; and in each instance the affirmative vote of a majority of the members
of the committee present at the meeting shall be necessary for the adoption of
any resolution, except that, upon request of the chief executive officer or the
chairman of the committee, any action required or permitted to be taken at any
meeting of such committee may be taken without a meeting, if prior to such
action a written consent thereto is signed by all members of such committee, and
such written consent is filed with the minutes of the committee. The committee
may designate one of its members as secretary of the committee, and may in
addition, call upon the secretary or one of the assistant secretaries of the
corporation, or any other person, as may be determined by the committee, to
perform all or part of the duties of secretary of the committee; and minutes
shall be kept of all meetings and proceedings of the committee, which shall be
reduced to writing by either the secretary of the committee or the secretary or
one of the assistant secretaries of the corporation, or such other person, as
the committee shall direct.

         27. Each member of each such committee shall continue to be a member
thereof at the pleasure of the board of directors and, unless otherwise ordered
by the board of directors or otherwise specified in the plan providing for such
committee, until such time as he ceases to be a member of the board of
directors.

         28. The minutes and proceedings of each such committee shall from time
to time be reported to the board of directors, as by the board of directors
required.


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                          COMPENSATION OF DIRECTORS.


         29. The compensation of directors as such shall be fixed by the board
of directors but no additional compensation shall be paid to regular employees
of the corporation for service as directors or as members of any committee of
the board. Nothing herein contained shall be construed to preclude any director
from serving the corporation as an officer or in any other capacity and
receiving compensation therefor.

         30. Pursuant to resolution of the board of directors, members of any
one or more committees may receive fixed fees or other compensation for their
services.

                            MEETINGS OF THE BOARD.

         31. The newly elected board may meet at such place and time as shall be
fixed by the vote of the stockholders at the annual meeting, for the purpose of
organization or otherwise, and no notice of such meeting shall be necessary to
the newly elected directors, in order legally to constitute the meeting,
provided, a majority of the whole board shall be present; or they may meet at
such place and time as shall be fixed by the consent in writing of all the
directors.

         32. Regular meetings of the board may be held without notice at such
time and place as shall from time to time be determined by resolution of the
board.

         33. Special meetings of the board may be called by the chairman of the
board or the chief executive officer on three days' notice to each director,
either personally or by mail or by telegram; and special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors.

         34. At all meetings of the board the presence of a majority of the
directors 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
directors present at any meeting at which there is a quorum, shall be the act of
the directors, except as may be otherwise specifically provided by statute, or
by the certificate of incorporation, or by these by-laws. If a quorum shall not
be present at any meeting the directors present thereat may adjourn the meeting
from time to time, without notice, other than at the meeting, until a quorum
shall be present.

                                   OFFICERS.

         35. At its first meeting after each annual meeting of the stockholders
the board of directors shall choose a chairman of the board and a president, who
shall be directors of the corporation and one of whom shall be designated by the
board as chief executive officer of the corporation. At the same meeting the
board shall also choose a vice president or vice presidents, one or more of whom
may be designated as executive vice presidents, a secretary, a treasurer and a
controller. Any two offices other than those of president and secretary may be
held by the same person. The chairman of the board shall not be deemed to be a
corporate officer unless designated by the board as chief executive officer or
otherwise designated by the board as an officer of the corporation.

         36. The board of directors may also create and provide for additional
offices and prescribe the duties of the respective incumbents thereof and
appoint such further officers and agents as it shall deem necessary or
advisable, such as assistant secretaries and assistant treasurers, who shall
hold their respective offices for such term and shall exercise such powers

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and perform such duties as shall be determined from time to time by the chief
executive officer or the board of directors. By direction of the chief executive
officer, other personnel may be designated by titles, such as "assistant vice
president," "divisional vice president," "assistant treasurer" or "assistant
controller" but only persons elected by the board of directors shall be deemed
officers of the corporation.

         37. Except as provided in employee benefit or incentive plans approved
by the board of directors or the stockholders, the compensation of all officers
of the corporation shall be fixed by the board of directors or by any committee
of the board of directors as the board of directors designates.

         38. The officers of the corporation shall hold office until their
respective successors are chosen and qualified in their stead, or until they
have resigned, retired or been removed in the manner hereinafter provided. Any
officer elected or appointed by the board of directors may be removed at any
time by the affirmative vote of a majority of the whole board of directors.

                            CHAIRMAN OF THE BOARD.

         39. When so designated by the board of directors, the chairman of the
board shall be the chief executive officer of the corporation with the powers
and duties hereinafter specified for such office. He shall preside at all
meetings of the board of directors and shall perform such other duties as may be
specified in the by-laws.

                                THE PRESIDENT.

         40. When so designated by the board of directors, the president shall
be the chief executive officer of the corporation with the powers and duties
hereinafter specified for such office. When not serving as chief executive
officer he shall have such powers and duties as may be specified in the by-laws,
prescribed by the board of directors or delegated by the chief executive
officer.

                           CHIEF EXECUTIVE OFFICER.

         41. The chief executive officer may be either the chairman of the board
or the president. The person so designated by the board of directors shall have
the general and active management of the business, property and affairs of the
corporation, subject to the control of the board of directors, and shall have
the powers and perform the duties customarily exercised by the chief executive
officer of a business corporation, including the authority to sign on behalf of
the corporation deeds, leases, contracts, powers of attorney and other
documents, and the duty to execute all directions and resolutions of the board
of directors. He shall preside at all meetings of the stockholders, and shall
perform such other duties as may be specified in the by-laws.

                         ALTERNATE PRESIDING OFFICER.

         42. In the absence from any meeting of the stockholders or directors of
the person designated in the by-laws to preside if present at such meeting, the
chief executive officer, the chairman of the board or the president (in that
order of precedence) shall preside at such meeting.

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                              THE VICE PRESIDENT.

         43. Whenever there is not more than one vice president, the vice
president shall perform all such duties and exercise all such powers as may be
delegated to him by the chief executive officer, and such vice president shall
in the event of the absence or disability of the chief executive officer perform
such duties and exercise such powers of such officers as may be designated by
the board of directors.

         44. If provision shall be made by the board of directors for more than
one vice president, each such vice president, including any designated as
executive vice president, shall perform such duties and exercise such powers as
may be delegated to him by the chief executive officer, and shall perform such
further duties and exercise such further powers as the board of directors shall
prescribe; and in the absence or disability of the president his duties shall be
performed and his powers shall be exercised by one or more vice presidents to
the extent designated by the chief executive officer or by the board of
directors.

                                THE SECRETARY.

         45. (a) The secretary shall attend all sessions of the board of
directors and all meetings of the stockholders and record all votes and minutes
of all proceedings in a book to be kept for that purpose; and shall perform like
duties for other committees as required. He shall give, or cause to be given,
notice of all meetings of the stockholders and of the board of directors, and
shall perform such other duties as shall be prescribed by the board of directors
or chief executive officer.

             (b) Such assistant secretary or assistant secretaries as may be
appointed by the board of directors, shall, to the extent authorized by the
board of directors, participate with the secretary and assist him in the
performance of his duties, and exercise all the powers and discharge all the
duties of the secretary to the extent prescribed by the board of directors; and
in the event of the absence or disability of the secretary or any assistant
secretary the duties of the secretary or of such assistant secretary shall be
performed by the assistant secretary designated by the chief executive officer
or the board of directors.


                                THE TREASURER.

         46. (a) The treasurer shall perform such duties in relation to the
finances of the corporation as shall be prescribed by the board of directors,
and in relation to such duties shall be subject to the supervision and direction
of the board of directors and the chief executive officer, as circumstances may
require.

             (b) Such assistant treasurer or assistant treasurers as may be
appointed by the board of directors shall, to the extent authorized by the board
of directors, participate with the treasurer and assist him in the performance
of his duties, and exercise all the powers and discharge all the duties of the
treasurer to the extent prescribed by the board of directors; and in the event
of the absence or disability of the treasurer or of any assistant treasurer, the
duties of the treasurer or of such assistant treasurer shall be performed by the
assistant treasurer designated by the chief executive officer or the board of
directors.

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                                THE CONTROLLER.

         47. It shall be the duty of the controller, subject and pursuant to the
authority of the board of directors and of the chief executive officer, to
provide for the keeping of full and accurate records and accounts of receipts,
disbursements and all other transactions of the corporation, to make proper
report thereof as required and to perform such other duties as may be designated
by the board of directors or the chief executive officer.

                                  VACANCIES.

         48. If the office of any director or officer becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office or
otherwise, or if the authorized number of directors be increased, the resulting
vacancy or vacancies may be filled by a majority of the directors then in
office, although less than a quorum, provided notice of intention to fill a
vacancy in the board shall have been included in the notice of the meeting. The
persons so chosen shall hold office until the next annual election and until
their successors are duly elected and qualified, unless sooner displaced. The
provisions of this by-law with respect to the filling of vacancies in the office
of any director are subject to the provisions of Section 10 of Article Fourth of
the certificate of incorporation.

                     DUTIES OF OFFICERS MAY BE DELEGATED.

         49. In case of the absence of any officer of the corporation, or for
any other reason that the board of directors may deem sufficient, the board may
delegate, for the time being, the powers or duties, or any of them, of such
officer to any other officer, or to any directors.

                            CERTIFICATES OF STOCK.

         50. The certificates of stock of the corporation shall be numbered and
entered in the books of the corporation as they are issued. They shall exhibit
the holder's name and number of shares and shall be signed by the chairman of
the board or the president or a vice president and by the treasurer or an
assistant treasurer or the secretary or an assistant secretary. Where a
certificate is countersigned by (1) a transfer agent other than the corporation
or its employee, or (2) a registrar other than the corporation or its employee,
the signature of any such officers may be facsimile. In case any officer or
officers who shall have signed or whose facsimile signature shall have been used
on any such certificate or certificates shall cease to be such officer or
officers of the corporation because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the corporation,
such certificate or certificates may be issued and delivered as though the
person who signed such certificate or certificates or whose facsimile signature
shall have been used thereon had not ceased to be an officer of the corporation.

                             TRANSFERS OF STOCKS.

         51. Transfers of stock shall be made on the books of the corporation
only by the person named in the certificate or by attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.


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                              FIXING RECORD DATE.

         52. The board of directors shall have power to fix in advance a date,
not exceeding sixty nor less than ten days preceding the date of any meeting of
stockholders or the date for the payment of any dividend, or the date for the
allotments of rights, or the date when any redemption, selection for redemption,
or change or conversion or exchange of capital stock shall go into effect, or
the date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such redemption, selection for redemption, change, conversion or
exchange of capital stock, or to give the consent of stockholders for any
purpose or for the purpose of any other lawful action and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payments of such dividend, or to receive such allotment
of rights, or to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid; and such power shall be
applicable to both preferred and common stocks together or to either separately.

                           REGISTERED STOCKHOLDERS.

         53. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof, and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided by the laws of Delaware.

                               LOST CERTIFICATE.

         54. Any person claiming a certificate of stock to be lost, stolen or
destroyed shall furnish the corporation with such evidence of the ownership
thereof and of such loss, theft or destruction as shall be satisfactory to the
corporation and shall, unless the board of directors shall waive the same, give
to the corporation a bond of indemnity with one or more sureties satisfactory to
the board, in such an amount as the board may require, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of a
new certificate in lieu thereof; and thereupon the board or any officer or
officers designated by the board may cause a new certificate to be issued of the
same tenor and for the same number of shares as the one alleged to be lost,
stolen or destroyed.

                             INSPECTION OF BOOKS.

         55. To the extent permitted by law, the directors shall determine from
time to time whether, and if allowed, when and under what conditions and
regulations, the accounts and books of the corporation (except such as may by
statute be specifically open to inspection) or any of them shall be open to the
inspection of the stockholders, and the stockholders' rights in this respect are
and shall be restricted and limited accordingly.

                                    CHECKS.

         56. Notes of the corporation shall be signed by such officer or
officers and checks or demands for money shall be signed by such officer or
officers or such other person or persons as the board of directors may from time
to time designate.

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                                 FISCAL YEAR.

         57. The fiscal year shall begin the first day of January in each year.

                                  DIVIDENDS.

         58. Dividends upon the capital stock of the corporation, when earned,
may be declared by the board of directors at any regular or special meeting.

         Before payment of any dividend or making any distribution of profits,
there may be set aside out of the surplus or net profits of the corporation such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interests
of the corporation.

                                   NOTICES.

         59. Whenever under the provisions of these by-laws notice is required
to be given to any director, officer or stockholder, it shall not be construed
necessarily to mean personal notice, but such notice may be given in writing,
either personally or by mail by depositing the same in the post office or a
letter-box, in a post-paid, sealed wrapper, addressed to such stockholder,
officer or director at his, her or its address as appears on the books of the
corporation, or, in default of other address, to such director, officer or
stockholder at the General Post Office in the City of Wilmington, Delaware, or
in the General Post Office in the City of New York, and such notice shall be
deemed to be given at the time when the same shall be thus mailed; provided,
however, that in the case of any stockholder or director who is an officer or
employee of this corporation and engaged actively in the discharge of his duties
at one of the offices or places of business of this corporation, it shall be a
sufficient mailing of notice to his address to mail such notice to such officer
or employee at the office or place of business aforesaid. Any stockholder,
director or officer may waive any notice required to be given under these by-
laws.

                                  AMENDMENTS.

         60. These by-laws of the corporation may be altered or amended by the
affirmative vote of a majority of the stock issued and outstanding and entitled
to vote thereat, at any regular meeting of the stockholders, without notice of
the proposed alteration or amendment, and at any special meeting of the
stockholders, if notice of the proposed alteration or amendment be contained in
the notice of the meeting, or by the affirmative vote of a majority of the board
of directors at any regular meeting of the board, or at any special meeting of
the board, provided notice of the proposed amendment shall have been included in
the notice of such regular or special meeting. At no time shall the by-laws be
amended so as to be inconsistent with the rights of the holders of the preferred
stock set forth in Section 10 of Article Fourth of the certificate of
incorporation.

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                             EMERGENCY PROVISIONS.

         61. In the event of a disaster of sufficient severity to prevent the
business and affairs of the corporation from being managed and its corporate
powers from being exercised by the board of directors in accordance with the
foregoing by-laws, whether by reason of multiple deaths or incapacity of
directors and officers, destruction of property, failure of communications or
other catastrophe, then, notwithstanding any other provision of the by-laws, the
following provisions shall apply:

         (a) An emergency meeting or meetings of the board of directors or of
the surviving members thereof shall be called by the chief executive officer, if
available, and otherwise by one or more directors; such meetings to be held at
such times and places and upon such notice, if any, as the person or persons
calling the meeting shall deem proper. The board may take any action at such
meetings which it deems necessary and appropriate to meet the emergency.

         (b)  Vacancies in the board of directors shall be filled as soon as
practicable in the manner specified in Article 48 of the by-laws. In filling
vacancies consideration shall be given to senior officers of the corporation.

         (c) The presence of the smallest number of directors permitted by law
to constitute a quorum, but not less than three, shall be sufficient for the
transaction of business at emergency meetings of the board of directors, except
that if there be less than three surviving directors, the surviving director or
directors, although less than a quorum, may fill vacancies in the board.

         (d) The by-laws may be amended by the board of directors without notice
of the proposed amendment being given in the notice of the meeting.

         (e) Without limiting the generality of the foregoing, the board of
directors is authorized to make all necessary determinations of fact regarding
the extent and severity of the disaster and the availability of members thereof;
to designate and replace officers, agents and employees of the corporation and
otherwise provide for continuity of management; and to elect a chairman, adopt
rules of procedure, and fill vacancies.

         (f) The emergency powers provided in this by-law 61 shall be in
addition to any powers provided by law.


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