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Published: 2008-03-26

By-Laws - HE Holdings Inc.



                             AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                               HE HOLDINGS, INC.

                 (Amended and Restated as of December 7, 1997)

              Incorporated under the Laws of the State of Delaware

                             ______________________


                                   ARTICLE I
                              Offices And Records

     Section 1.1.  Delaware Office.  The principal office of the
Corporation in the State of Delaware shall be located in the City of Wilmington,
County of New Castle, and the name and address of its registered agent is The
Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County
of New Castle.

     Section 1.2.  Other Offices.  The Corporation may have such other
offices, either within or outside the State of Delaware, as the Board of
Directors of the Corporation (the 'Board') may designate or as the business of
the Corporation may from time to time require.

     Section 1.3.  Books and Records.  The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board.

 

                                  ARTICLE II
                                 Stockholders


     Section 2.1.  Annual Meeting.  The annual meeting of the stockholders of
the Corporation shall be held on such date and at such time as may be fixed by
resolution of the Board.

     Section 2.2.  Special Meeting.  Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, special
meetings of stockholders of the Corporation for any purpose or purposes may be
called only by (i) the Board pursuant to a resolution stating the purpose or
purposes thereof approved by a majority of the total number of directors which
the Corporation would have if there were no vacancies (the 'Whole Board') or
(ii) by the Chairman of the Board. No business other than that stated in the
notice shall be transacted at any special meeting.

     Section 2.3.  Place of Meeting.  The Board or the Chairman of the Board, as
the case may be, may designate the place of meeting for any annual meeting or
for any special meeting of the stockholders. If no designation is so made, the
place of meeting shall be the principal office of the Corporation.

     Section 2.4.  Notice of Meeting.  Written or printed notice stating (i) the
place, day and hour of the meeting, (ii) with respect to a meeting to elect or
remove directors, the number of votes per share of Class A Common Stock that
record holders of Class A Common Stock will have at such meeting (as such number
is determined in accordance with Section 2(a)(i) of Article IV of the
Certificate of Incorporation of the Corporation (the 'Certificate of
Incorporation')), and (iii) the purpose or purposes for which the meeting is
called, shall be delivered by the Corporation not less than 10 calendar days nor
more than 60 calendar days before the date of the meeting, either personally or
by mail, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail with postage thereon prepaid, addressed to the stockholder at such
person's address as it appears on the stock transfer books of the Corporation.
Such further notice shall be given as may be required by law. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Meetings may be held without notice if all stockholders entitled to vote are
present, or if notice is waived by those not present in accordance with Section
6.4 of these By-

                                       2

 
Laws.  Any previously scheduled meeting of the stockholders may be postponed,
and any special meeting of the stockholders may be canceled, by resolution of
the Board upon public notice given prior to the date previously scheduled for
such meeting of stockholders.

          Section 2.5.  Quorum and Adjournment; Voting.  Except as otherwise
provided by law or by the Certificate of Incorporation, the holders of a
majority of the voting power of all outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (the 'Voting
Stock'), represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders, except that when specified business is to be voted on
by a class or series of stock voting as a class, the holders of a majority of
the shares of each such class or series shall constitute a quorum of such class
or series for the transaction of such business and a quorum of each such class
or series entitled to vote thereon shall be required to act.  To the extent that
a quorum is present with respect to consideration of and action on a particular
matter or matters but a quorum is not present as to another matter or matters,
consideration of and action on the matter or matters for which a quorum is
present may occur, and, after such consideration and action, the meeting may be
adjourned for purposes of the consideration of and action on the matter or
matters for which a quorum is not present.  The Chairman of the meeting may
adjourn the meeting from time to time, whether or not there is such a quorum.
No notice of the time and place of adjourned meetings need be given except as
required by law.  The stockholders present at a duly called meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

          Section 2.6.  Proxies.  At all meetings of stockholders, a stockholder
may vote by proxy executed in writing (or in such manner prescribed by the
General Corporation Law of the State of Delaware (the 'DGCL')) by the
stockholder, or by such person's duly authorized attorney in fact.

          Section 2.7.  Notice of Stockholder Business and Nominations.

          (A)  Annual Meetings of Stockholders.

          (1)  Nominations of persons for election to the Board and the proposal
of business to be considered by the stockholders may be made at an annual
meeting of stockholders (a) pursuant to the Corporation's notice of meeting
pursuant to Section 2.4 of these By-Laws, (b) by or at the direction of the
Board, or (c) by any
               
                                       3

 
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this By-Law, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this By-Law.

          (2)  For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this By-Law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action.  To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th calendar day nor
earlier than the close of business on the 120th calendar day prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 calendar days
before or more than 60 calendar days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 120th calendar day prior to such annual meeting and not later
than the close of business on the later of the 90th calendar day prior to such
annual meeting or the 10th calendar day following the calendar day on which
public announcement of the date of such meeting is first made by the
Corporation.  For purposes of determining whether a stockholder's notice shall
have been delivered in a timely manner for the annual meeting of stockholders in
1998, the first anniversary of the previous year's meeting shall be deemed to be
May 31, 1998. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or re-
election as a director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the 'Exchange Act'),
and Rule 14a-11 thereunder (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any financial interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of
                       
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the Corporation which are owned beneficially and of record by such stockholder
and such beneficial owner.

          (3)  Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, in the event that the number of directors
to be elected to the Board is increased and there is no public announcement by
the Corporation naming all of the nominees for director or specifying the size
of the increased Board at least 100 calendar days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this By-Law shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th calendar day following the day
on which such public announcement is first made by the Corporation.

          (B)  Special Meetings of Stockholders.

          Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the Cor
poration's notice of meeting under Section 2.4 of these By-Laws.  Nominations of
persons for election to the Board may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (a) by or at the direction of the Board, or (b) provided that
the Board has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this By-Law, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this By-
Law.  In the event the Corporation calls a special meeting of stockholders for
the purpose of electing one or more directors to the Board, any stockholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting pursuant to such
clause (b), if the stockholder's notice required by paragraph (A)(2) of this By-
Law shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the 120th calendar day
prior to such special meeting and not later than the close of business on the
later of the 90th calendar day prior to such special meeting or the 10th
calendar day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board to be
elected at such meeting.  In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.
              
                                       5

 
          (C)  General.

          (1)  Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-Law.  Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.

          (2)  For purposes of this By-Law, 'public announcement' shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

          (3)  Notwithstanding the foregoing provisions of this By-Law, a 
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under an
applicable Preferred Stock Designation (as defined in the Certificate of
Incorporation).

          Section 2.8.  Procedure for Election of Directors; Required Vote.
Election of directors at all meetings of the stockholders at which directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any series of Preferred Stock to elect directors under an applicable Preferred
Stock Designation, a plurality of the votes cast thereat shall elect directors.
Except as otherwise provided by law, the Certificate of Incorporation, Preferred
Stock Designation, or these By-Laws, in all matters other than the election of
directors, the affirmative vote of a majority of the voting power of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the matter shall be the act of the stockholders.
                   
                                       6

 
          Section 2.9.  Inspectors of Elections; Opening and Closing the Polls.
The Board by resolution shall appoint, or shall authorize an officer of the
Corporation to appoint, one or more inspectors, which inspector or inspectors
may include individuals who serve the Corporation in other capacities,
including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of stockholders and make a written
report thereof.  One or more persons may be designated as alternate inspectors
to replace any inspector who fails to act.  If no inspector or alternate has
been appointed to act or is able to act at a meeting of stockholders, the
Chairman of the meeting shall appoint one or more inspectors to act at the
meeting.  Each inspector, before discharging such person's duties, shall take
and sign an oath to execute faithfully the duties of inspector with strict
impartiality and according to the best of such person's ability.  The
inspector(s) shall have the duties prescribed by law.  The Chairman of the
meeting shall fix and announce at the meeting the date and time of the opening
and the closing of the polls for each matter upon which the stockholders will
vote at a meeting.

          Section 2.10.  No Stockholder Action by Written Consent.  Any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders.

 
                                  ARTICLE III
                               Board of Directors

          Section 3.1.  General Powers.  The business and affairs of the
Corporation shall be managed under the direction of the Board.  In addition to
the powers and authorities by these By-Laws expressly conferred upon them, 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 required to be exercised or done by the stockholders.

          Section 3.2.  Number and Tenure.  Except as otherwise fixed by or
pursuant to the provisions of Article IV of the Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional directors under specified circumstances, the number of the directors
of the Corporation shall be as set forth in, and fixed from time to time
exclusively in the manner set forth in, Article VI of the Certificate of
Incorporation.
                 
                                       7

 
          Section 3.3. Regular Meetings. A regular meeting of the Board shall be
held without other notice than this By-Law immediately after, and at the same
place as, the annual meeting of stockholders. The Board may, by resolution,
provide the time and place for the holding of additional regular meetings
without other notice than such resolution.

          Section 3.4. Special Meetings. Special meetings of the Board shall be
called at the request of the Chairman of the Board, the President or a majority
of the Board then in office. The person or persons authorized to call special
meetings of the Board may fix the place and time of the meetings.

          Section 3.5. Notice. Notice of any special meeting of directors shall
be given to each director at such person's business or residence in writing by
hand delivery, first-class or overnight mail, courier service or facsimile
transmission, or orally by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least 5 calendar days before such
meeting. If by overnight mail or courier service, such notice shall be deemed
adequately delivered when the notice is delivered to the overnight mail or
courier service company at least 24 hours before such meeting. If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least 12 hours before such meeting. If by telephone or by hand
delivery, the notice shall be given at least 12 hours prior to the time set for
the meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice of such
meeting, except for amendments to these By-Laws, as provided under Section 8.1.
A meeting may be held at any time without notice if all the directors are
present or if those not present waive notice of the meeting either before or
after such meeting.

          Section 3.6. Action by Consent of Board of Directors. Any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

          Section 3.7. Conference Telephone Meetings. Members of the Board or
any committee thereof may participate in a meeting of the Board or such
committee by means of conference telephone or similar communications equipment
by

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means of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in person at such
meeting.

          Section 3.8.  Quorum. Subject to Section 3.9, a whole number of
directors equal to at least a majority of the Whole Board shall constitute a
quorum for the transaction of business, but if at any meeting of the Board there
shall be less than a quorum present, a majority of the directors present may
adjourn the meeting from time to time without further notice. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The directors present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum.

          Section 3.9.  Vacancies. Except as otherwise provided for or fixed by
or pursuant to the provisions of Article IV of the Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, newly created directorships resulting
from any increase in the number of Directors and any vacancies on the Board
resulting from death, resignation, disqualification, removal or other cause
shall be filled in accordance with, and any director elected to such newly
created directorships shall hold office in accordance with, Article VI of the
Certificate of Incorporation. No decrease in the number of directors
constituting the Board shall shorten the term of any incumbent director.

          Section 3.10.  Committees. (a) The Board, by resolution adopted by a
majority of the Whole Board, may designate one or more committees which, to the
extent permitted by law, may exercise such powers and have such responsibilities
as shall be specified in the designating resolution. Each committee shall
consist of two or more directors of the Corporation. The Board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not constituting a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member. Each committee shall keep written minutes of its proceedings and shall
report such proceedings to the Board when required.

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          (b)  A majority of any committee may determine its action and fix the
time and place of its meetings, unless the Board shall otherwise provide. Notice
of such meetings shall be given to each member of the committee in the manner
provided for in Section 3.5 of these By-Laws. The Board shall have power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from appointing
one or more committees consisting in whole or in part of persons who are not
directors of the Corporation; provided, however, that no such committee shall
have or may exercise any authority of the Board.

          Section 3.11.  Removal. Any director may be removed from office only
in accordance with Article VI of the Certificate of Incorporation.

          Section 3.12.  Records. The Board shall cause to be kept a record
containing the minutes of the proceedings of the meetings of the Board and of
the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.

                                   ARTICLE IV
                                   Officers

          Section 4.1.  Elected Officers. The elected officers of the
Corporation shall be a Chairman of the Board, a Chief Financial Officer, a
Secretary, a Treasurer, and such other officers (including, without limitation,
a President, Senior Vice Presidents and Executive Vice Presidents and Vice
Presidents) as the Board from time to time may deem proper. The Chairman of the
Board shall be chosen from among the directors. All officers elected by the
Board shall each have such powers and duties as generally pertain to their
respective offices, subject to the specific provisions of this Article IV. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Board or by any committee thereof. The Board or any committee
thereof may from time to time elect, or the Chairman of the Board or President
may appoint, such other officers (including one or more Vice Presidents,
Controllers, Assistant Secretaries and Assistant Treasurers), as may be
necessary or desirable for the conduct of the business of the Corporation. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be provided in these By-Laws or as may be prescribed by
the Board or such committee or by the Chairman of the Board or President, as the
case may be.

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          Section 4.2.  Election and Term of Office. The elected officers of the
Corporation shall be elected annually by the Board at the regular meeting of the
Board held after the annual meeting of the stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as convenient. Each officer shall hold office until such person's
successor shall have been duly elected and shall have qualified or until such
person's death or until such person shall resign or be removed pursuant to
Section 4.8.

          Section 4.3.  Chairman of the Board; Chief Executive Officer. The
Chairman of the Board shall preside at all meetings of the stockholders and of
the Board and shall be the Chief Executive Officer of the Corporation. The
Chairman of the Board shall be responsible for the general management of the
affairs of the Corporation and shall perform all duties incidental to such
person's office which may be required by law and all such other duties as are
properly required of such person by the Board. The Chairman of the Board shall
make reports to the Board and the stockholders, and shall see that all orders
and resolutions of the Board and of any committee thereof are carried into
effect. The Chairman of the Board may also serve as President, if so elected by
the Board. The directors also may elect a Vice-Chairman to act in the place of
the Chairman upon his or her absence or inability to act.

          Section 4.4.  Chief Financial Officer. The Chief Financial Officer
shall be the principal financial officer of the Corporation and shall have such
powers and shall perform such duties as shall be assigned to such person by the
Board.

          Section 4.5.  President. The President, if any, shall act in a general
executive capacity and shall assist the Chairman of the Board in the
administration and operation of the Corporation's business and general
supervision of its policies and affairs. The President, if he or she is also a
director, shall, in the absence of or because of the inability to act of the
Chairman of the Board, perform all duties of the Chairman of the Board and
preside at all meetings of stockholders and of the Board.

          Section 4.6.  Vice Presidents. Each Senior Vice President and
Executive Vice President and any Vice President shall have such powers and shall
perform such duties as shall be assigned to such person by the Board.

          Section 4.7.  Treasurer. The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such banks
as

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may be authorized by the Board, or in such banks as may be designated as
depositories in the manner provided by resolution of the Board. The Treasurer
shall have such further powers and duties and shall be subject to such
directions as may be granted or imposed from time to time by the Board, the
Chairman of the Board, the President, if any, or the Chief Financial Officer.

          Section 4.8.  Secretary. (a) The Secretary shall keep or cause to be
kept in one or more books provided for that purpose, the minutes of all meetings
of the Board, the committees of the Board and the stockholders; the Secretary
shall see that all notices are duly given in accordance with the provisions of
these By-Laws and as required by law; shall be custodian of the records and the
seal of the Corporation and affix and attest the seal to all stock certificates
of the Corporation (unless the seal of the Corporation on such certificates
shall be a facsimile, as hereinafter provided) and affix and attest the seal to
all other documents to be executed on behalf of the Corporation under its seal;
and shall see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly kept and
filed; and in general, shall perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to the
Secretary by the Board, the Chairman of the Board or the President.

          (b)  Assistant Secretaries shall have such of the authority and
perform such of the duties of the Secretary as may be provided in these By-Laws
or assigned to them by the Board or the Chairman of the Board or by the
Secretary. During the Secretary's absence or inability, the Secretary's
authority and duties shall be possessed by such Assistant Secretary or Assistant
Secretaries as the Board, the Chairman of the Board, the President or a Vice
Chairman of the Board may designate.

          Section 4.9.  Removal. Any officer elected, or agent appointed, by the
Board may be removed by the affirmative vote of a majority of the Whole Board
whenever, in their judgment, the best interests of the Corporation would be
served thereby. Any officer or agent appointed by the Chairman of the Board or
the President may be removed by such person whenever, in such person's judgment,
the best interests of the Corporation would be served thereby. No elected
officer shall have any contractual rights against the Corporation for
compensation by virtue of such election beyond the date of the election of such
person's successor, such person's death, such person's resignation or such
person's removal, whichever event shall first occur, except as otherwise
provided in an employment contract or under an employee deferred compensation
plan.

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          Section 4.10.  Vacancies. A newly created elected office and a vacancy
in any elected office because of death, resignation, or removal may be filled by
the Board for the unexpired portion of the term at any meeting of the Board. Any
vacancy in an office appointed by the Chairman of the Board or the President
because of death, resignation, or removal may be filled by the Chairman of the
Board or the President.


                                   ARTICLE V
                       Stock Certificates and Transfers

          Section 5.1.  Stock Certificates and Transfers. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by such person's attorney, upon surrender for cancellation of certificates for
at least the same number of shares, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. The certificates of stock shall be signed, countersigned and registered
in such manner as the Board may by resolution prescribe, which resolution may
permit all or any of the signatures on such certificates to be in facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

          Section 5.2.  Lost, Stolen or Destroyed Certificates. No certificate
for shares of stock in the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft and on delivery to the
Corporation of a bond of indemnity in such amount, upon such terms and secured
by such surety, as the Board or any financial officer may in its or such 
person's discretion require.


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                                  ARTICLE VI
                           Miscellaneous Provisions

          Section 6.1.  Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December of
each year.

          Section 6.2.  Dividends. The Board may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and the Certificate of
Incorporation.

          Section 6.3.  Seal. The corporate seal shall have inscribed thereon
the words 'Corporate Seal,' the year of incorporation and around the margin
thereof the words 'Delaware.'

          Section 6.4.  Waiver of Notice. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the DGCL or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any annual or special meeting
of the stockholders or the Board or committee thereof need be specified in any
waiver of notice of such meeting.

          Section 6.5.  Audits. The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board, and it shall be
the duty of the Board to cause such audit to be done annually.

           Section 6.6. Resignations. Any director or any officer, whether
elected or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the President, or the Secretary, and
such resignation shall be deemed to be effective as of the close of business on
the date said notice is received by the Chairman of the Board, the President, or
the Secretary, or at such later time as is specified therein. No formal action
shall be required of the Board or the stockholders to make any such resignation
effective.

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                                  ARTICLE VII
                           Contracts, Proxies, Etc.

          Section 7.1.  Contracts. Except as otherwise required by law, the
Certificate of Incorporation, a Preferred Stock Designation, or these By-Laws,
any contracts or other instruments may be executed and delivered in the name and
on the behalf of the Corporation by such officer or officers of the Corporation
as the Board may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. The Chairman of the
Board, the President or any Senior Vice President, Executive Vice President or
Vice President may execute bonds, contracts, deeds, leases and other instruments
to be made or executed for or on behalf of the Corporation. Subject to any
restrictions imposed by the Board or the Chairman of the Board, the President or
any Senior Vice President, Executive Vice President or Vice President of the
Corporation may delegate contractual powers to others under such person's
jurisdiction, it being understood, however, that any such delegation of power
shall not relieve such officer of responsibility with respect to the exercise of
such delegated power.

          Section 7.2.  Proxies. Unless otherwise provided by resolution adopted
by the Board, the Chairman of the Board, the President, the Chief Financial
Officer, or any Senior Vice President, Executive Vice President or Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of the Cor poration, in the name and on behalf of the Corporation, to
cast the votes which the Corporation may be entitled to cast as the holder of
stock or other securities in any other corporation, any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing,
in the name of the Corporation as such holder, to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                  ARTICLE VIII
                                   Amendments

          Section 8.1.  Amendments. The By-Laws may be altered or repealed and
new By-Laws may be adopted (1) at any annual or special meeting of stockholders
by the affirmative vote of the holders of shares of Common Stock in

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accordance with Articles IV and VII of the Certificate of Incorporation;
provided, however, that, in the case of any such stockholder action at a special
meeting of stockholders, notice of the proposed alteration, repeal or adoption
of the new By-Law or By-Laws must be contained in the notice of such special
meeting, or (2) by the affirmative vote of a majority of the Whole Board.

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