Bylaws - Enron Corp.


                           BYLAWS

                             OF

                         ENRON CORP.



                   A Delaware Corporation


                      Date of Adoption
                      February 13, 1996


                           BYLAWS

                      Table of Contents

                                                        Page
     
Article I
     
     Offices                                               1
     Section 1.  Registered Office                         1
     Section 2.  Other Offices                             1
     
Article II
     
     Stockholders                                          1
     Section 1.  Place of Meetings                         1
     Section 2.  Quorum; Adjournment of Meetings           1
     Section 3.  Annual Meetings                           2
     Section 4.  Special Meetings                          2
     Section 5.  Record Date                               2
     Section 6.  Notice of Meetings                        3
     Section 7.  Stockholder List                          3
     Section 8.  Proxies                                   3
     Section 9.  Voting; Elections; Inspectors             4
     Section 10. Conduct of Meetings                       5
     Section 11. Treasury Stock                            5
     Section 12. Business to be Brought Before the Annual
                 Meeting                                   5
     
Article III
     
     Board of Directors                                    6
     Section 1.  Power; Number; Term of Office             6
     Section 2.  Quorum; Voting                            6
     Section 3.  Place of Meetings; Order of Business      6
     Section 4.  First Meeting                             7
     Section 5.  Regular Meetings                          7
     Section 6.  Special Meetings                          7
     Section 7.  Nomination of Directors                   7
     Section 8.  Removal                                   8
     Section 9.  Vacancies; Increases in the Number of
                 Directors                                 8
     Section 10. Compensation                              9
     Section 12. Approval or Ratification of Acts or
                 Contracts by Stockholders                 9

Article IV
     
     Committees                                            9
     Section 1.  Executive Committee                       9
     Section 2.  Audit Committee                          10
     Section 3.  Other Committees                         10
     Section 4.  Procedure; Meetings; Quorum              10
     Section 5.  Substitution and Removal of Members;
                 Vacancies                                10
     Section 6.  Limitation on Power and Authority of
                 Committees                               11

Article V
     
     Officers                                             11
     Section 1.  Number, Titles and Term of Office        11
     Section 2.  Powers and Duties of the Chairman of the
                 Board                                    11
     Section 3.  Powers and Duties of the Chief Executive
                 Officer                                  12
     Section 4.  Powers and Duties of the President       12
     Section 5.  Powers and Duties of the Vice Chairman of
                 the Board                                12
     Section 6.  Vice Presidents                          12
     Section 7.  General Counsel                          13
     Section 8   Secretary                                13
     Section 9.  Deputy Corporate Secretary and Assistant
                 Secretaries                              13
     Section 10. Treasurer                                13
     Section 11. Assistant Treasurers                     13
     Section 12. Action with Respect to Securities of Other
                 Corporations                             14
     Section 13. Delegation                               14
     
Article VI
     
     Capital Stock                                        14
     Section 1.  Certificates of Stock                    14
     Section 2.  Transfer of Shares                       15
     Section 3.  Ownership of Shares                      15
     Section 4.  Regulations Regarding Certificates       15
     Section 5.  Lost or Destroyed Certificates           15
     
Article VII
     
     Miscellaneous Provisions                             15
     Section 1.  Fiscal Year                              15
     Section 2.  Corporate Seal                           15
     Section 3.  Notice and Waiver of Notice              16
     Section 4.  Facsimile Signatures                     16
     Section 5.  Reliance upon Books, Reports and Records 16
     Section 6.  Application of Bylaws                    16
     
Article VIII
     
     Amendments                                           17


                           BYLAWS

                             OF

                         ENRON CORP.


                          Article I

                           Offices

     Section 1.  Registered Office .  The registered office
of the Corporation required by the General Corporation Law
of the State of Delaware to be maintained in the State of
Delaware shall be the registered office named in the
original Certificate of Incorporation, or such other office
as may be designated from time to time by the Board of
Directors in the manner provided by law.

     Section 2.  Other Offices.  The Corporation may also
have offices at such other places both within and without
the State of incorporation of the Corporation as the Board
of Directors may from time to time determine or the business
of the Corporation may require.

                         Article II

                        Stockholders

     Section 1.  Place of Meetings.  All meetings of the
stockholders shall be held at the principal office of the
Corporation, or at such other place within or without the
State of incorporation of the Corporation as shall be
specified or fixed in the notices or waivers of notice
thereof.

     Section 2.  Quorum; Adjournment of Meetings.  Unless
otherwise required by law or provided in the Certificate of
Incorporation or these Bylaws, (i) the holders of a majority
of the voting power attributable to the stock issued and
outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business,
(ii) in all matters other than election of directors, the
affirmative vote of the holders of a majority of the voting
power attributable to such stock so present or represented
at any meeting of stockholders at which a quorum is present
shall constitute the act of the stockholders, and (iii)
where a separate vote by a class or classes is required, a
majority of the voting power attributable to the outstanding
shares of such class or classes, present in person or
represented by proxy shall constitute a quorum entitled to
take action with respect to that vote on that matter and the
affirmative vote of the majority of the voting power
attributable to the shares of such class or classes present
in person or represented by proxy at the meeting shall be
the act of such class.

     Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at
the meeting and entitled to vote on the election of
directors.

     Notwithstanding the other provisions of the Certificate
of Incorporation or these Bylaws, the chairman of the
meeting or the holders of a majority of the voting power
attributable to the issued and outstanding stock, present in
person or represented by proxy and entitled to vote thereat,
at any meeting of stockholders, whether or not a quorum is
present, shall have the power to adjourn such meeting from
time to time, without any notice other than announcement at
the meeting of the time and place of the holding of the
adjourned meeting.  If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of
record entitled to vote at such meeting.  At such adjourned
meeting at which a quorum shall be present or represented
any business may be transacted which might have been
transacted at the meeting as originally called.

     Section 3.  Annual Meetings.  An annual meeting of the
stockholders, for the election of directors to succeed those
whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be
held at such place (within or without the State of
incorporation of the Corporation), on such date, and at such
time as the Board of Directors shall fix and set forth in
the notice of the meeting, which date shall be within
thirteen (13) months subsequent to the last annual meeting
of stockholders.

     Section 4.  Special Meetings.  Unless otherwise
provided in the Certificate of Incorporation, special
meetings of the stockholders for any purpose or purposes may
be called at any time by the Chairman of the Board, by the
Present, by the Vice Chairman of the Board, by a majority of
the Board of Directors, or by a majority of the Executive
Committee (if any), at such time and at such place as may be
stated in the notice of the meeting.  Business transacted at
a special meeting shall be confined to the purpose(s) stated
in the notice of such meeting.

     Section 5.  Record Date.  For the purpose of
determining stockholders entitled to notice of or to vote at
any meeting of stockholders, or any adjournment thereof, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful
action, the Board of Directors of the Corporation may fix a
date as the record date for any such determination of
stockholders, which record date shall not precede the date
on which the resolutions fixing the record date are adopted
and which record date, in the case of a meeting of
stockholders, shall not be more than sixty (60) days nor
less than ten (10) days before the date of such meeting of
stockholders, nor, in the case of any other action, more
than sixty (60) days prior to any such action.

     If the Board of Directors does not fix a record date
for any meeting of the stockholders, the record date for
determining stockholders entitled to notice of or to vote at
such meeting shall be at the close of business on the third
business day next preceding the day on which notice is
given.  If the Board of Directors does not fix the record
date for determining stockholders for any other purpose, the
record date shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating
thereto.  A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for
the adjourned meeting.

     Section 6.  Notice of Meetings.  Written notice of the
place, date and hour of all meetings, and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall be given by or at the direction of
the Chairman of the Board, the President, the Vice Chairman
of the Board, the Secretary or other person(s) calling the
meeting to each stockholder entitled to vote thereat not
less than ten (10) nor more than sixty (60) days before the
date of the meeting.  Such notice is given when deposited in
the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on
the records of the Corporation.

     Section 7.  Stockholder List.  A complete list of
stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class
of stock and showing the address of each such stockholder
and the number of shares registered in the name of such
stockholder, 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 (10)
days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.
The stockholder list shall also be produced and kept at the
time and place of the meeting during the whole time thereof,
and may be inspected by any stockholder who is present.

     Section 8.  Proxies.  Each stockholder entitled to vote
at a meeting of stockholders may authorize another person or
persons to act for him by proxy.  Proxies for use at any
meeting of stockholders shall be filed with the Secretary,
or such other officer as the Board of Directors may from
time to time determine by resolution, before or at the time
of the meeting.  All proxies shall be received and taken
charge of and all ballots shall be received and canvassed by
the secretary of the meeting, who shall decide all questions
touching upon the qualification of voters, the validity of
the proxies, and the acceptance or rejection of votes,
unless an inspector or inspectors shall have been duly
appointed as provided in Section 9 of Article II hereof, in
which event such inspector or inspectors shall decide all
such questions.

     No proxy shall be valid after three (3) years from its
date, unless the proxy provides for a longer period.  Each
proxy shall be revocable unless expressly provided therein
to be irrevocable and coupled with an interest sufficient in
law to support an irrevocable power.

     Should a proxy designate two or more persons to act as
proxies, unless such instrument shall provide the contrary,
a majority of such persons present at any meeting at which
their powers thereunder are to be exercised shall have and
may exercise all the powers of voting or giving consents
thereby conferred, or if only one be present, then such
powers may be exercised by that one; or, if an even number
attend and a majority do not agree on any particular issue,
each person designated to act as proxy and so attending
shall be entitled to exercise such powers in respect of such
portion of the shares as is equal to the reciprocal of the
fraction equal to the number of persons designated to act as
proxies and in attendance divided by the total number of
shares represented by such proxies.

     Section 9.  Voting; Elections; Inspectors.  Unless
otherwise required by law or provided in the Certificate of
Incorporation, each stockholder shall on each matter
submitted to a vote at a meeting of stockholders have one
vote for each shares of stock entitled to vote which is
registered in his name on the record date for the meeting.
For the purposes hereof, each election to fill a
directorship shall constitute a separate matter.  Shares
registered in the name of another corporation, domestic or
foreign, or other legal entity may be voted by such officer,
agent or proxy as the  bylaws (or comparable instrument) of
such corporation or other legal entity may prescribe, or in
the absence of such provisions, as the Board of Directors
(or comparable body) of such corporation or other legal
entity may determine.  Shares registered in the name of a
deceased person may be voted by the executor or
administrator of such person's estate, either in person or
by proxy.

     All voting, except as required by the Certificate of
Incorporation or where otherwise required by law, may be by
a voice vote; provided, however, upon request of the
chairman of the meeting or upon demand therefor by
stockholders holding a majority of the issued and
outstanding stock present in person or by proxy at any
meeting a stock vote shall be taken.  Every stock vote shall
be taken by written ballots, each of which shall state the
name of the stockholder or proxy voting and such other
information as may be required under the procedure
established for the meeting.  All elections of directors
shall be by written ballots, unless otherwise provided in
the Certificate of Incorporation.

     In advance of any meeting of stockholders, the Chairman
of the Board, the President or the Board of Directors shall
appoint one or more inspectors, each of whom shall subscribe
an oath or affirmation to execute faithfully the duties of
inspector at such meeting with strict impartiality and
according to the best of such inspector's ability.  Such
inspector(s) shall receive the written ballots, count the
votes, make and sign a certificate of the result thereof and
take such further action as may be required of the
inspector(s) under  231 of the General Corporation Law of
the State of Delaware.  The Chairman of the Board, the
President or the Board of Directors may appoint any person
to serve as inspector, except no candidate for the office of
director shall be appointed as an inspector.

     Unless otherwise provided in the Certificate of
Incorporation, cumulative voting for the election of
directors shall be prohibited.

     Section 10.  Conduct of Meetings.  The meetings of the
stockholders shall be presided over by the Chairman of the
Board, or if the Chairman of the Board is not present, by
the President, or if the President is not present, by the
Vice Chairman of the Board, or if none of the Chairman of
the Board, the President and the Vice Chairman of the Board
is present, by a chairman elected at the meeting.  The
Secretary of the Corporation, if present, shall act as
secretary of such meetings, or if the Secretary is not
present, the Deputy Corporate Secretary or an Assistant
Secretary shall so act; if none of the Secretary, the Deputy
Corporate Secretary and an Assistant Secretary is present,
then a secretary shall be appointed by the chairman of the
meeting.  The chairman of any meeting of stockholders shall
determine the order of business and, subject to the
requirements of 231 of the General Corporation Law of the
State of Delaware, the procedure at the meeting, including
such regulation of the manner of voting and the conduct of
discussion as seem to the chairman in order.

     Section 11.  Treasury Stock.  The Corporation shall not
vote, directly or indirectly, shares of its own stock owned
by it, and such shares shall not be counted for quorum
purposes.  No other corporation of which the Corporation
owns a majority of the shares entitled to vote in the
election of directors of such other corporation shall vote,
directly or indirectly, shares of the Corporation's stock
owned by such other corporation, and such shares shall not
be counted for quorum purposes. Nothing in this Section 11
shall be construed as limiting the right of the Corporation
to vote stock, including but not limited to its own stock,
held by it in a fiduciary capacity.

     Section 12.  Business to be Brought Before the Annual
Meeting.  To be properly brought before the annual meeting
of stockholders, business must be either (a) specified in
the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (b) otherwise
brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder of the Corporation who is a
stockholder of record at the time of giving of notice
provided for in this Section 12 of Article II, who shall be
entitled to vote at such meeting and who complies with the
notice procedures set forth in this Section 12 of Article
II.  In addition to any other applicable requirements, for
business to be brought before an annual meeting by a
stockholder of the Corporation, 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 120 days
prior to the anniversary date of the proxy statement for the
preceding annual meeting of stockholders of the Corporation.
A stockholder's notice to the Secretary shall set forth as
to each matter (i) 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,
(ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such
business, (iii) the acquisition date, the class and the
number of shares of voting stock of the Corporation which
are owned beneficially by the stockholder, (iv) any material
interest of the stockholder in such business, and (v) a
representation that the stockholder intends to appear in
person or by proxy at the meeting to bring the proposed
business before the meeting.

     Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures set forth
in this Section 12 of Article II.

     The chairman of the annual meeting shall, if the facts
warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance
with the provisions of this Section 12 of Article II, and if
the chairman should so determine, the chairman shall so
declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

     Notwithstanding the foregoing provisions of this
Section 12 of Article II, a stockholder shall also comply
with all applicable requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this
Section 12.

                         Article III

                     Board of Directors

     Section 1.  Power; Number; Term of Office.  The
business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors, and
subject to the restrictions imposed by law or the
Certificate of Incorporation, the Board of Directors may
exercise all the powers of the Corporation.

     The number of directors that shall constitute the whole
Board of Directors shall be determined from time to time by
the Board of Directors (provided that no decrease in the
number of directors which would have the effect of
shortening the term of an incumbent director may be made by
the Board of Directors).  If the Board of Directors makes no
such determination, the number of directors shall be three.
Each director shall hold office until such director's
successor shall have been elected and qualified or until
such director's earlier death, resignation or removal.

     Unless otherwise provided in the Certificate of
Incorporation, directors need not be stockholders nor
residents of the state of incorporation of the Corporation.

     Section 2.  Quorum; Voting.  Unless otherwise provided
in the Certificate of Incorporation, a majority of the total
number of directors shall constitute a quorum for the
transaction of business of the Board of Directors and the
vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of
Directors.

     Section 3.  Place of Meetings; Order of Business.  The
directors may hold their meetings and may have an office and
keep the books of the Corporation, except as otherwise
provided by law, in such place or places, within or without
the state of incorporation of the Corporation, as the Board
of Directors may from time to time determine.  At all
meetings of the Board of Directors business shall be
transacted in such order as shall from time to time be
determined by the Chairman of the Board, or in the Chairman
of the Board's absence by the President (should the
President be a director), or in the President's absence by
the Vice Chairman of the Board, or by the Board of
Directors.

     Section 4.  First Meeting.  Each newly elected Board of
Directors may hold its first meeting for the purpose of
organization and the transaction of business, if a quorum is
present, immediately after and at the same place as the
annual meeting of the stockholders.  Notice of such meeting
shall not be required. At the first meeting of the Board of
Directors in each year at which a quorum shall be present,
held next after the annual meeting of stockholders, the
Board of Directors shall elect the officers of the
Corporation.

     Section 5.  Regular Meetings.  Regular meetings of the
Board of Directors shall be held at such times and places as
shall be designated from time to time by the Chairman of the
Board or, in the absence of the Chairman of the Board, by
the President (should the President be a director), or in
the President's absence, by the Vice Chairman of the Board,
or by the Board of Directors.  Notice of such regular
meetings shall not be required.

     Section 6.  Special Meetings.  Special meetings of the
Board of Directors may be called by the Chairman of the
Board, the President (should the President be a director) or
the Vice Chairman of the Board or, on the written request of
any two directors, by the Secretary, in each case on at
least twenty-four (24) hours personal, written, telegraphic,
cable or wireless notice to each director.  Such notice, or
any waiver thereof pursuant to Article VII, Section 3
hereof, need not state the purpose or purposes of such
meeting, except as may otherwise be required by law or
provided for in the Certificate of Incorporation or these
Bylaws.  Meetings may be held at any time without notice if
all the directors are present or if those not present waive
notice of the meeting in writing.

     Section 7.  Nomination of Directors.  Only persons who
are nominated in accordance with the following procedures
shall be eligible for election as directors, except as
otherwise provided in Section 9 of this Article III.
Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of
stockholders (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who
is a stockholder of record at the time of giving of notice
provided for in this Section 7 of Article III, who shall be
entitled to vote for the election of directors at the
meeting and who complies with the notice procedures set
forth in this Section 7 of Article III.  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 (i) with respect to an election to be held at
the annual meeting of the stockholders of the Corporation,
120 days prior to the anniversary date of the proxy
statement for the immediately preceding annual meeting of
stockholders of the Corporation, and (ii) with respect to an
election to be held at a special meeting of stockholders of
the Corporation for the election of directors, 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 public disclosure of the date of the meeting was made,
whichever first occurs.  Such stockholder's notice to the
Secretary 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 the person that
is required to be disclosed in solicitations for proxies for
election of directors, or is otherwise required, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (including the written consent of such person to be
named in the proxy statement as a nominee and to serve as a
director if elected); and (b) as to the stockholder giving
the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder, and (ii) the class
and number of shares of capital stock of the Corporation
which are beneficially owned by the stockholder.  At the
request of any officer of the Corporation, 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.

     In the event that a person is validly designated as
nominee to the Board and shall thereafter become unable or
unwilling to stand for election to the Board of Directors,
the Board of Directors or the stockholder who proposed such
nominee, as the case may be , may designate a substitute
nominee.

     Except as otherwise provided in Section 9 of this
Article III, no person shall be eligible to serve as a
director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 7 of Article
III.  The chairman of the meeting of stockholders shall, if
the facts warrant, determine and declare to the meeting that
a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and if the chairman should so
determine, the chairman shall so declare to the meeting and
the defective nomination shall be disregarded.

     Notwithstanding the foregoing provisions of this
Section 7 of Article III, a stockholder shall also comply
with all applicable requirements of the Securities Exchange
Act of 1934, as amended,  and the rules and regulations
thereunder with respect to the matters set forth in this
Section 7 of Article III.

     Section 8.  Removal.  Any director or the entire Board
of Directors may be removed, with or without cause by the
holders of a majority of the shares then entitled to vote at
an election of directors; provided that, with respect to the
removal without cause of a director or directors elected by
the holders of any class or series entitled to elect one or
more directors, only the holders of outstanding shares of
that class or series shall be entitled to vote on such
removal.

     Section 9.  Vacancies; Increases in the Number of
Directors.  Unless otherwise provided in the Certificate of
Incorporation, vacancies existing on the Board of Directors
for any reason and newly created directorships resulting
from any increase in the authorized number of directors to
be elected by all of the stockholders having the right to
vote as a single class may be filled by the affirmative vote
of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director; and any
director so chosen shall hold office until the next annual
election and until such Director's successor shall have been
elected and qualified, or until such Director's earlier
death, resignation or removal.

     Section 10.  Compensation.  Directors and members of
standing committees may receive such compensation as the
Board of Directors from time to time shall determine to be
appropriate, and shall be reimbursed for all reasonable
expenses incurred in attending and returning from meetings
of the Board of Directors.

     Section 11.  Action Without a Meeting; Telephone
Conference Meetings.  Unless otherwise  restricted by the
Certificate of Incorporation, any action required or
permitted to be taken at any meeting of the Board of
Directors, or any committee designated by the Board of
Directors, may be taken without a meeting if all members of
the Board of Directors 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 of
Directors or committee.  Such consent shall have the same
force and effect as a unanimous vote at a meeting and may be
stated as such in any document or instrument filed with the
Secretary of State of the state of incorporation of the
Corporation.

     Unless otherwise restricted by the Certificate of
Incorporation, subject to the requirement for notice of
meetings, members of the Board of Directors or members of
any committee designated by the Board of Directors may
participate in a meeting of such Board of Directors or
committee, as the case may be, by means of a conference
telephone connection or similar communications equipment by
means of which all persons participating in the meeting can
hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose
of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

     Section 12.  Approval or Ratification of Acts or
Contracts by Stockholders.  The Board of Directors in its
discretion may submit any act or contract for approval or
ratification at any annual meeting of the stockholders, or
at any special meeting of the stockholders called for the
purpose of considering any such act or contract, and any act
or contract that shall be approved or be ratified by the
vote of the stockholders holding a majority of the voting
power attributable to the issued and outstanding shares of
stock of the Corporation entitled to vote and present in
person or by proxy at such meeting (provided that a quorum
is present) shall be as valid and as binding upon the
Corporation and upon all the stockholders as if it has been
approved or ratified by every stockholder of the
Corporation.

                         Article IV

                         Committees

     Section 1.  Executive Committee.  The Board of
Directors may, by resolution passed by a majority of the
whole Board of Directors, designate an Executive Committee
consisting of one or more of the directors of the
Corporation, one of whom shall be designated chairman of the
Executive Committee.  During the intervals between the
meetings of the Board of Directors, the Executive Committee
shall possess and may exercise all the powers of the Board
of Directors, except as provided in Section 6 of this
Article IV.  The Executive Committee shall also have, and
may exercise, all the powers of the Board of Directors,
except as aforesaid, whenever a quorum of the Board of
Directors shall fail to be present at any meeting of the
Board.

     Section 2.  Audit Committee. The Board of Directors
may, by resolution passed by a majority of the whole Board
of Directors, designate an Audit Committee consisting of one
or more of the directors of the Corporation, one of whom
shall be designated chairman of the Audit Committee.  The
Audit Committee shall have and may exercise such powers and
authority as provided in the resolution creating it and as
determined from time to time by the Board of Directors,
except as provided in Section 6 of this Article IV.

     Section 3.  Other Committees.  The Board of Directors
may, by resolution passed from time to time by a majority of
the whole Board of Directors, designate such other
committees as it shall see fit consisting of one or more of
the directors of the Corporation, one of whom shall be
designated chairman of each such committee.  Any such
committee shall have and may exercise such powers and
authority as provided in the resolution creating it and as
determined from time to time by the Board of Directors,
except as provided in Section 6 of this Article IV.

     Section 4.  Procedure; Meetings; Quorum.  Any committee
designated pursuant to this Article IV shall keep regular
minutes of its actions and proceedings in a book provided
for that purpose and report the same to the Board of
Directors at its meeting next succeeding such action, shall
fix its own rules or procedures, and shall meet at such
times and at such place or places as may be provided by such
rules, or by such committee or the Board of Directors.
Should a committee fail to fix its own rules, the provisions
of these Bylaws, pertaining to the calling of meetings and
conduct of business by the Board of Directors, shall apply
as nearly as practicable.  At every meeting of any such
committee, the presence of a majority of all the members
thereof shall constitute a quorum, except as provided in
Section 5 of this Article IV, and the affirmative vote of a
majority of the members present shall be necessary for the
adoption by it of any resolution.

     Section 5.  Substitution and Removal of Members;
Vacancies.  The Board of Directors may designate one or more
directors as alternate members of any committee who may
replace any absent or disqualified member at any meeting of
such committee.  In the absence or disqualification of a
member of a committee, the member or members present at any
meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.  The Board
of Directors shall have the power at any time to remove any
member(s) of a committee and to appoint other directors in
lieu of the person(s) so removed and shall also have the
power to fill vacancies in a committee.

     Section 6.  Limitation on Power and Authority of
Committees.  No committee of the Board of Directors shall
have the power or authority of the Board of Directors in
reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in
the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board of Directors as
provided in 151(a) of the General Corporation Law of the
State of Delaware, fix the designations and any of the
preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any
other series of the same or any other class or classes of
stock of the Corporation or fix the number of shares of any
series of stock or authorize the increase or decrease of
the shares of any series) or  adopting an agreement of
merger or consolidation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of
the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a
revocation of a dissolution of the Corporation, amending,
altering or repealing these Bylaws or adopting new bylaws
for the Corporation, and, unless a resolution passed by a
majority of the whole Board of Directors so provides, no
such committee shall have the power and authority to declare
a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to 253 of the
General Corporation Law of the State of Delaware.

                          Article V

                          Officers

     Section 1.  Number, Titles and Term of Office.  The
officers of the Corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents (any one or
more of whom may be designated Executive Vice President or
Senior Vice President), a Treasurer, a Secretary, a General
Counsel and such other officers as the Board of Directors
may from time to time elect or appoint (including, but not
limited to, a Vice Chairman of the Board, a Deputy Corporate
Secretary, one or more Assistant Secretaries and one or more
Assistant Treasurers).  Each officer shall hold office until
such officer's successor shall be duly elected and shall
qualify or until such officer's death or until such officer
shall resign or shall have been removed.  Any number of
offices may be held by the same person, unless the
Certificate of Incorporation provides otherwise.  Except for
the Chairman of the Board and the Vice Chairman of the
Board, no officer need be a director.

     Section 2.  Powers and Duties of the Chairman of the
Board.  The Chairman of the Board shall preside at all
meetings of the stockholders and of the Board of Directors;
and he shall have such other powers and duties as designated
in these bylaws and as from time to time may be assigned to
him by the Board of Directors.

     Section 3.  Powers and Duties of the Chief Executive
Officer.  The Chairman of the Board shall be the chief
executive officer of the Corporation unless the Board of
Directors designates the President as chief executive
officer.  Subject to the control of the Board of Directors
and the executive committee (if any), the chief executive
officer shall have general executive charge, management and
control of the properties, business and operations of the
Corporation with all such powers as may be reasonably
incident to such responsibilities; may agree upon and
execute all leases, contracts, evidences of indebtedness and
other obligations in the name of the Corporation and may
sign all certificates for shares of capital stock of the
Corporation; and shall have such other powers and duties as
designated in accordance with these Bylaws and as from time
to time may be assigned to the chief executive officer by
the Board of Directors.

     Section 4.  Powers and Duties of the President.  Unless
the Board of Directors otherwise determines, the President
shall have the authority to agree upon and execute all
leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and, unless the
Board of Directors, otherwise determines, the President
shall, in the absence of the Chairman of the Board or if
there be no Chairman of the Board, preside at all meetings
of the stockholders and (should the President be a director)
of the Board of Directors; and the President shall have such
other powers and duties as designated in accordance with
these Bylaws and as from time to time may be assigned to the
President by the Board of Directors or the Chairman of the
Board.

     Section 5.  Powers and Duties of the Vice Chairman of
the Board.  The Board of Directors may assign areas of
responsibility to the Vice Chairman of the Board, and, in
such event, and subject to the overall direction of the
Chairman of the Board and the Board of Directors, the Vice
Chairman of the Board shall be responsible for supervising
the management of the affairs of the Corporation and its
subsidiaries within the area or areas assigned and shall
monitor and review on behalf of the Board of Directors all
functions within the corresponding area or areas of the
Corporation and each such subsidiary of the Corporation.  In
the absence of the President, or in the event of the
President's inability or refusal to act, the Vice Chairman
of the Board shall perform the duties of the President, and
when so acting shall have all the powers of and be subject
to all the restrictions upon the President.  Further, the
Vice Chairman of the Board shall have such other powers and
duties as designated in accordance with these Bylaws and as
from time to time may be assigned to the Vice Chairman of
the Board by the Board of Directors or the Chairman of the
Board.

     Section 6.  Vice Presidents.  Subject to any
restrictions that may be imposed by the Board of Directors,
each Vice President shall at all times possess power to sign
all certificates, contracts and other instruments of the
Corporation, except as otherwise limited in writing by the
Chairman of the Board, the President or the Vice Chairman of
the Board of the Corporation.  Each Vice President shall
have such other powers and duties as from time to time may
be assigned to such Vice President by the Board of
Directors, the Chairman of the Board, the President or the
Vice Chairman of the Board.

     Section 7.  General Counsel.  The General Counsel shall
act as chief legal advisor to the Corporation.  The General
Counsel may have one or more staff attorneys and assistants,
and may retain other attorneys to conduct the legal affairs
and litigation of the Corporation under the General
Counsel's supervision.

     Section 8   Secretary.  The Secretary shall keep the
minutes of all meetings of the Board of Directors,
committees of the Board of Directors and the stockholders,
in books provided for that purpose; shall attend to the
giving and serving of all notices; may in the name of the
Corporation affix the seal of the Corporation to any
contract of the Corporation and attest the affixation of the
seal of the Corporation thereto; may sign with the other
appointed officers all certificates for shares of capital
stock of the Corporation; shall have charge of the
certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors may
direct, all of which shall at all reasonable times be open
to inspection of any director upon application at the office
of the Corporation during business hours; shall have such
other powers and duties as designated in these Bylaws and as
from time to time may be assigned to the Secretary by the
Board of Directors, the Chairman of the Board, the President
or the Vice Chairman of the Board; and shall in general
perform all acts incident to the office of Secretary,
subject to the control of the Board of Directors, the
Chairman of the Board, the President or the Vice Chairman of
the Board.

     Section 9.  Deputy Corporate Secretary and Assistant
Secretaries.  The Deputy Corporate Secretary and each
Assistant Secretary shall have the usual powers and duties
pertaining to such offices, together with such other powers
and duties as designated in these Bylaws and as from time to
time may be assigned to the Deputy Corporate Secretary or an
Assistant Secretary by the Board of Directors, the Chairman
of the Board, the President, the Vice Chairman of the Board,
or the Secretary.  The Deputy Corporate Secretary shall
exercise the powers of the Secretary during that officer's
absence or inability or refusal to act.

     Section 10.  Treasurer.   Subject to any restrictions
that may be imposed by the Board of Directors, the Treasurer
shall have responsibility for the custody and control of all
the funds and securities of the Corporation, and shall have
such other powers and duties as designated in these Bylaws
and as from time to time may be assigned to the Treasurer by
the Board of Directors, the Chairman of the Board, the
President or the Vice Chairman of the Board.  The Treasurer
shall perform all acts incident to the position of
Treasurer, subject to the control of the Board of Directors,
the Chairman of the Board, the President and the Vice
Chairman of the Board; and the Treasurer shall, if required
by the Board of Directors, give such bond for the faithful
discharge of the Treasurer's duties in such form as the
Board of Directors may require.

     Section 11.  Assistant Treasurers.  Each Assistant
Treasurer shall have the usual powers and duties pertaining
to such office, together with such other powers and duties
as designated in these Bylaws and as from time to time may
be assigned to each Assistant Treasurer by the Board of
Directors, the Chairman of the Board, the President, the
Vice Chairman of the Board, or the Treasurer.  Any Assistant
Treasurer may exercise the powers of the Treasurer during
that officer's absence or inability or refusal to act.

     Section 12.  Action with Respect to Securities of Other
Corporations.  Unless otherwise directed by the Board of
Directors, the Chairman of the Board, the President or the
Vice Chairman of the Board, together with the Secretary, the
Deputy Corporate Secretary or any Assistant Secretary shall
have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of
security holders of or with respect to any action of
security holders of any other corporation in which this
Corporation may hold securities and otherwise to exercise
any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such
other corporation.

     Section 13.  Delegation.  For any reason that the Board
of Directors may deem sufficient, the Board of Directors
may, except where otherwise provided by statute, delegate
the powers or duties of any officer to any other person, and
may authorize any officer to delegate specified duties of
such officer to any other person.  Any such delegation or
authorization by the Board shall be effected from time to
time by resolution of the Board of Directors.

                         Article VI

                        Capital Stock

     Section 1.  Certificates of Stock.  The certificates
for shares of the capital stock of the Corporation shall be
in such form, not inconsistent with that required by law and
the Certificate of Incorporation, as shall be approved by
the Board of Directors.  Every holder of stock represented
by certificates shall be entitled to have a certificate
signed by or in the name of the Corporation by the Chairman
of the Board, President, Vice Chairman of the Board or a
Vice President and the Secretary, Deputy Corporate Secretary
or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation representing the number of
shares (and, if the stock of the Corporation shall be
divided into classes or series, certifying the class and
series of such shares) owned by such stockholder which are
registered in certified form; provided, however, that any of
or all the signatures on the certificate may be facsimile.
The stock record books and the blank stock certificate books
shall be kept by the Secretary, or at the office of such
transfer agent or transfer agents as the Board of Directors
may from time to time determine.  In case any officer,
transfer agent or registrar who shall have signed or whose
facsimile signature or signatures shall have been placed
upon any such certificate or certificates shall have ceased
to be such officer, transfer agent or registrar before such
certificate is issued by the Corporation, such certificate
may nevertheless be issued by the Corporation with the same
effect as if such person were such officer, transfer agent
or registrar at the date of issue.  The stock certificates
shall be consecutively numbered and shall be entered in the
books of the Corporation as they are issued and shall
exhibit the holder's name and number of shares.

     Section 2.  Transfer of Shares.  The shares of stock of
the Corporation shall be transferable only on the books of
the Corporation by the holders thereof in person or by their
duly authorized attorneys or legal representatives upon
surrender and cancellation of certificates for a like number
of shares.  Upon surrender to the Corporation or a transfer
agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of
the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 3.  Ownership of Shares.  The Corporation shall
be entitled to treat the holder of record of any share or
shares of capital stock of the Corporation 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 or shares on the part of any other person,
whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the
state of incorporation of the Corporation.

     Section 4.  Regulations Regarding Certificates.  The
Board of Directors shall have the power and authority to
make all such rules and regulations as they may deem
expedient concerning the issue, transfer and registration or
the replacement of certificates for shares of capital stock
of the Corporation.

     Section 5.  Lost or Destroyed Certificates.  The Board
of Directors may determine the conditions upon which the
Corporation may issue a new certificate of stock in place of
a certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed and may require the
owner of such certificate or such owner's legal
representative to give bond, with surety sufficient to
indemnify the Corporation and each transfer agent and
registrar against any and all losses or claims which may
arise by reason of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate
in the place of the one so lost, stolen or destroyed.

                         Article VII

                  Miscellaneous Provisions

     Section 1.  Fiscal Year.  The fiscal year of the
Corporation shall end on the last day of December of each
year.

     Section 2.  Corporate Seal.  The corporate seal shall
be circular in form and shall have inscribed thereon the
name of the Corporation and the state of its incorporation,
which seal shall be in the charge of the Secretary and shall
be affixed to certificates of stock, debentures, bonds, and
other documents, in accordance with the direction of the
Board of Directors, and as may be required by law; however,
the Secretary may, if the Secretary deems it expedient, have
a facsimile of the corporate seal inscribed on any such
certificates of stock, debentures, bonds, contracts or other
documents.  Duplicates of the seal may be kept for use by
the Deputy Corporate Secretary or any Assistant Secretary.

     Section 3.  Notice and Waiver of Notice.  Whenever any
notice is required to be given by law, the Certificate of
Incorporation or under the provisions of these Bylaws, said
notice shall be deemed to be sufficient if given (i) by
telegraphic, cable or wireless transmission (including by
telecopy or facsimile transmission) or (ii) by deposit of
the same in a post office box or by delivery to an overnight
courier service company in a sealed prepaid wrapper
addressed to the person entitled thereto at such person's
post office address, as it appears on the records of the
Corporation, and such notice shall be deemed to have been
given on the day of such transmission or mailing or delivery
to courier, as the case may be.

     Whenever notice is required to be given by law, the
Certificate of Incorporation or under any of the provisions
of these Bylaws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.
Attendance of a person, including without limitation a
director, at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors,
or members of a committee of directors need be specified in
any written waiver of notice unless so required by the
Certificate of Incorporation or these Bylaws.

     Section 4.  Facsimile Signatures.  In addition to the
provisions for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile
signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of
Directors.

     Section 5.  Reliance upon Books, Reports and Records.
A member of the Board of Directors, or a member of any
committee designated by the Board of Directors, shall, in
the performance of such person's duties, be fully protected
in relying in good faith upon the records of the Corporation
and upon such information, opinion, reports or statements
presented to the Corporation by any of the Corporation's
officers or employees, or committees of the Board of
Directors, or by any other person as to matters the member
reasonably believes are within such other person's
professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

     Section 6.  Application of Bylaws.  In the event that
any provisions of these Bylaws is or may be in conflict with
any law of the United States, of the state of incorporation
of the Corporation or of any other governmental body or
power having jurisdiction over this Corporation, or over the
subject matter to which such provision of these Bylaws
applies, or may apply, such provision of these Bylaws shall
be inoperative to the extent only that the operation thereof
unavoidably conflicts with such law and shall in all other
respects be in full force and effect.

                        Article VIII

                         Amendments

     The Board of Directors shall have the power to adopt,
amend and repeal from time to time Bylaws of the
Corporation, subject to the right of the stockholders
entitled to vote with respect thereto to amend or repeal
such Bylaws as adopted or amended by the Board of Directors.