<PAGE>
           ---------------------------------------------------------
           ---------------------------------------------------------
 
                                 HONEYWELL INC.
 
                               ------------------
 
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
 
                                OCTOBER 27, 1927
 
                            ------------------------
 
                                    BY-LAWS
 
                    AS ADOPTED OCTOBER 27, 1927, AND AMENDED
 
                           THROUGH SEPTEMBER 19, 1995
 
              ----------------------------------------------------
              ----------------------------------------------------
<PAGE>
                                INDEX OF BY-LAWS
 
<TABLE>
<CAPTION>
                                                                                                   PAGE
 
<C>              <S>                                                                               <C>
ARTICLE I.       MEETINGS OF
                  STOCKHOLDERS...................................................................    1
    Section  1.  Annual Meetings.................................................................    1
    Section  2.  Advance Notice of Stockholder-
                  Proposed Business at Annual Meetings...........................................    1
    Section  3.  Special Meetings................................................................    2
    Section  4.  Place of Meeting................................................................    3
    Section  5.  Notices of Meetings.............................................................    3
    Section  6.  Quorum..........................................................................    4
    Section  7.  Organization....................................................................    5
    Section  8.  Order of Business...............................................................    5
    Section  9.  Voting..........................................................................    5
    Section 10.  List of Stockholders............................................................    7
    Section 11.  Inspectors of Election..........................................................    8
 
ARTICLE II.      CONSENTS TO CORPORATE ACTION....................................................    8
    Section  1.  Consent of Stockholders in Lieu of Meeting......................................    8
    Section  2.  Record Date.....................................................................    9
    Section  3.  Procedures......................................................................   10
</TABLE>
 
<PAGE>
                                       ii
 
<TABLE>
<C>              <S>                                                                               <C>
ARTICLE III.     BOARD OF DIRECTORS..............................................................   11
    Section  1.  General Powers..................................................................   11
    Section  2.  Number, Qualifications and
                  Term of Office.................................................................   11
    Section  3.  Nominations of Directors........................................................   11
    Section  4.  Election of Directors...........................................................   12
    Section  5.  Organization....................................................................   13
    Section  6.  Resignations....................................................................   13
    Section  7.  Qualifications and Retirement...................................................   13
    Section  8.  Vacancies.......................................................................   15
    Section  9.  Place of Meeting, etc...........................................................   15
    Section 10.  First Meeting...................................................................   15
    Section 11.  Regular Meetings................................................................   16
    Section 12.  Special Meetings; Notice........................................................   16
    Section 13.  Quorum and Manner of Acting.....................................................   17
    Section 14.  Removal of Directors............................................................   17
    Section 15.  Compensation....................................................................   17
    Section 16.  Committees......................................................................   18
    Section 17.  Indemnification of Employees, Officers and Directors............................   19
    Section 18.  Action Without Meeting..........................................................   21
    Section 19.  Presence at Meetings............................................................   21
</TABLE>
 
<PAGE>
                                      iii
 
<TABLE>
<C>              <S>                                                                               <C>
ARTICLE IV.      OFFICERS........................................................................   22
    Section  1.  Number..........................................................................   22
    Section  2.  Election, Term of Office and Qualifications.....................................   23
    Section  3.  Removal.........................................................................   23
    Section  4.  Resignations....................................................................   23
    Section  5.  Vacancies.......................................................................   23
    Section  6.  The Chairman of the
                  Board of Directors.............................................................   24
    Section  7.  The Vice Chairman of the
                  Board of Directors.............................................................   24
    Section  8.  The President of the Corporation................................................   25
    Section  9.  Authority and Duties of the Business Presidents, Executive Vice Presidents,
                  Senior Vice Presidents, and Vice Presidents....................................   25
    Section 10.  The Treasurer...................................................................   26
    Section 11.  The Secretary...................................................................   27
    Section 12.  Assistant Treasurers, Assistant Secretaries and Attesting Secretaries...........   28
    Section 13.  Salaries........................................................................   29
    Section 14.  Subordinate Positions, etc......................................................   29
 
ARTICLE V.       CONTRACTS, LOANS, CHECKS, DEPOSITS, ETC.........................................   29
    Section  1.  Contracts, etc. How Executed....................................................   29
    Section  2.  Loans...........................................................................   30
    Section  3.  Checks, Drafts, etc.............................................................   30
    Section  4.  Deposits........................................................................   30
    Section  5.  General and Special Bank Accounts...............................................   31
 
ARTICLE VI.      SHARES AND THEIR TRANSFER.......................................................   31
    Section  1.  Certificates for Stock..........................................................   31
    Section  2.  Transfer of Stock...............................................................   32
    Section  3.  Transfer and Registry Agents....................................................   33
    Section  4.  Lost, Stolen, Destroyed,
                  and Mutilated Certificates.....................................................   33
    Section  5.  Fixing Date for Determination
                  of Stockholders of Record......................................................   33
</TABLE>
 
<PAGE>
                                       iv
 
<TABLE>
<C>              <S>                                                                               <C>
ARTICLE VII.     OFFICES.........................................................................   35
    Section  1.  Registered Office...............................................................   35
    Section  2.  Other Offices...................................................................   35
 
ARTICLE VIII.    DIVIDENDS, SURPLUS, ETC.........................................................   35
 
ARTICLE IX.      SEAL............................................................................   36
 
ARTICLE X.       FISCAL YEAR AND AUDIT...........................................................   36
    Section  1.  Fiscal Year.....................................................................   36
    Section  2.  Audit of Books and Accounts.....................................................   36
 
ARTICLE XI.      WAIVER OF NOTICES...............................................................   37
 
ARTICLE XII.     INCENTIVE COMPENSATION PAYMENTS.................................................   37
 
ARTICLE XIII.    NATIONAL EMERGENCY..............................................................   39
    Section  1.  Definition and Application......................................................   39
    Section  2.  Meetings, etc...................................................................   39
    Section  3.  Amendment.......................................................................   40
    Section  4.  Chief Executive Officer.........................................................   41
    Section  5.  Substitute Directors............................................................   41
 
ARTICLE XIV.     AMENDMENTS......................................................................   41
 
CERTIFICATION....................................................................................   42
</TABLE>
<PAGE>
                                    BY-LAWS
                                       OF
                                 HONEYWELL INC.
                                   ---------
 
                                   ARTICLE I.
 
                            MEETINGS OF STOCKHOLDERS
 
   SECTION  1.  ANNUAL MEETINGS.    The annual  meeting  of the  stockholders of
Honeywell  Inc.  (hereinafter  called  the  Corporation)  for  the  election  of
directors  and for the transaction of any other proper business, notice of which
is given in the notice of  the meeting, shall be held  on such date and at  such
hour  as may be  determined from time to  time by the  Board of Directors, which
date and hour shall be designated in  the notice thereof. If any annual  meeting
for the election of directors shall not be held on the date designated therefor,
the  Board of Directors shall cause the meeting to be held as soon thereafter as
convenient.
 
   SECTION  2.  ADVANCE  NOTICE  OF  STOCKHOLDER-PROPOSED  BUSINESS  AT   ANNUAL
MEETINGS.  At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought  before an annual meeting,  business must be specified  in the notice of
meeting (or any supplement thereto) given by  or at the direction of the  Board,
otherwise  properly brought  before the  meeting by or  at the  direction of the
Board, or otherwise  properly brought before  the meeting by  a stockholder.  In
addition  to  any other  applicable requirements,  for  business to  be properly
brought before an  annual meeting by  a stockholder, the  stockholder must  have
given  timely notice thereof in  writing to the Secretary,  Honeywell Inc. To be
timely, a stockholder's notice  must be delivered to  or mailed and received  at
the principal executive offices of the
<PAGE>
                                       2
 
Corporation,  not less than 50 days nor more  than 75 days prior to the meeting;
provided, however, that in  the event that  less than 65  days' notice or  prior
public  disclosure of the date of the  meeting is given or made to stockholders,
notice by the stockholder to  be timely must be so  received not later than  the
close  of business on the 15th day following the day on which such notice of the
date of the  annual meeting was  mailed or  such public disclosure  was made.  A
stockholder's  notice to  the Secretary  shall set forth  as to  each matter the
stockholder proposes to bring before the annual meeting (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  record
address  of the stockholder proposing such  business, (iii) the class and number
of shares of the  Corporation which are beneficially  owned by the  stockholder,
and (iv) any material interest of the stockholder in such business.
 
   Notwithstanding anything in the By-Laws to the contrary, no business shall be
conducted  at the  annual meeting except  in accordance with  the procedures set
forth in this Section 2, PROVIDED, HOWEVER, that nothing in this Section 2 shall
be deemed to  preclude discussion by  any stockholder of  any business  properly
brought before the annual meeting in accordance with said procedure.
 
   The  Chairman of an 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 2,  and  if he  should  so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
 
   SECTION  3. SPECIAL MEETINGS.  A special  meeting of the stockholders for any
purpose or purposes may be called at any  time by the Board of Directors, or  by
the Chairman of the
<PAGE>
                                       3
 
Board  of Directors,  or by  the President of  the Corporation,  or as otherwise
prescribed by statute or by the Certificate of Incorporation of the Corporation.
 
   SECTION 4. PLACE OF MEETING.  Meetings of the stockholders (including  annual
meetings,  special meetings, meetings for the election of directors, and any and
all other  meetings of  stockholders) may  be  held at  such places,  within  or
without  the State of  Delaware, as may be  designated from time  to time by the
Board of  Directors  or  in the  notices  thereof.  The Board  of  Directors  is
authorized  to and shall fix  the place of meeting. Such  action by the Board of
Directors may be taken from time to time and may fix different places from  time
to time.
 
   SECTION  5.  NOTICES  OF  MEETINGS.    Every  stockholder  shall  furnish the
Secretary of the Corporation  with an address at  which notices of meetings  and
all  other corporate communications may be served on or mailed to him. Except in
special cases with respect to which other provision is made by statute or by the
Certificate of Incorporation of the Corporation, and except in those  situations
in  which action is to be taken pursuant  to Section 1 of Article II, written or
printed notice of each meeting of  the stockholders, whether annual or  special,
shall  be given, not less than ten (10) nor more than fifty (50) days before the
date on which the meeting  is to be held, to  each stockholder of record of  the
Corporation  entitled to vote at such  meeting by delivering such notice thereof
to him personally or by depositing such  notice in the United States mail, in  a
postage-prepaid envelope directed to him at the post office address furnished by
him  to the Secretary of  the Corporation for such purpose,  or, if he shall not
have furnished to the Secretary of the Corporation his address for such purpose,
then at  his  address  as it  shall  otherwise  appear on  the  records  of  the
Corporation.  Except in special cases where  other provision is made by statute,
no publication of  any notice of  a meeting of  stockholders shall be  required.
Every notice of a
<PAGE>
                                       4
 
meeting  of stockholders shall state the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called. Nevertheless, notice of
any meeting of stockholders shall not be required to be given to any stockholder
who shall attend such  meeting in person  or by proxy  except a stockholder  who
shall attend such meeting for the express purpose of objecting, at the beginning
of  the meeting, to the transaction of  any business because the meeting was not
lawfully called or convened. Except where otherwise required by statute,  notice
of  any adjourned meeting  of the stockholders  of the Corporation  shall not be
required to be given if the time and place thereof are announced at the  meeting
which is adjourned.
 
   SECTION  6. QUORUM.  At all meetings  of the stockholders of the Corporation,
except where other provision is made by statute, stockholders of the Corporation
holding of record a majority of the shares of stock of the Corporation  entitled
to  vote thereat shall be  present in person or by  proxy to constitute a quorum
for the transaction of business.  In the absence of a  quorum at any meeting  or
any  adjournment  thereof, a  majority in  voting interest  of those  present in
person or by proxy and  entitled to vote may adjourn  such meeting from time  to
time.  At  any such  adjourned  meeting at  which a  quorum  may be  present any
business may be transacted  which might have been  transacted at the meeting  as
originally  called. The  absence from  any meeting  of stockholders  holding the
number of shares  of stock  of the  Corporation required  by statute  or by  the
Certificate  of Incorporation of the Corporation  or by these by-laws for action
upon any given matter shall  not prevent action at  such meeting upon any  other
matter  or matters which may properly come before the meeting, if there shall be
present thereat in person or by proxy stockholders holding the number of  shares
of stock of the Corporation required in respect of such other matter or matters.
<PAGE>
                                       5
 
   SECTION 7. ORGANIZATION.  At each meeting of the stockholders the Chairman of
the  Board of  Directors, or in  his absence the  Vice Chairman of  the Board of
Directors, or  in their  absence the  President of  the Corporation,  or in  the
absence  of the Chairman  of the Board, the  Vice Chairman of  the Board and the
President of  the  Corporation,  a chairman  (who  shall  be one  of  the  other
Executive  Vice Presidents or Vice Presidents, if any of them be present) chosen
by a majority in  voting interest of  the stockholders present  in person or  by
proxy  and entitled  to vote, shall  act as  chairman; and the  Secretary of the
Corporation or, in his absence, an Assistant Secretary or, in the absence of the
Secretary and  Assistant Secretaries  of the  Corporation, any  person whom  the
chairman of the meeting shall appoint, shall act as secretary of the meeting.
 
   SECTION  8. ORDER OF BUSINESS.  The order  of business at all meetings of the
stockholders shall be determined by the chairman of the meeting, but such  order
of business may be changed by the vote of a majority in voting interest of those
present or represented at said meeting and entitled to vote thereat.
 
   SECTION 9. VOTING.  Each stockholder of the Corporation entitled to vote at a
meeting  of stockholders  or entitled  to give  consent in  writing to corporate
action without a  meeting shall have  one vote in  person or by  proxy for  each
share  of stock having voting  rights held by him and  registered in his name on
the books of the Corporation:
 
       (a) on   the    date    fixed    pursuant   to    the    provisions    of
   Subsection (a) of Section 5 of Article VI of these by-laws as the record date
   for  the determination of stockholders who shall be entitled to notice of and
   to vote at such  meeting or to  give consent in  writing to corporate  action
   without a meeting, or
<PAGE>
                                       6
 
       (b) if    no   such   record    date   shall   have    been   so   fixed,
   then as provided by the provisions of Subsection (b) of Section 5 of  Article
   VI of these by-laws.
 
   Shares  of its own capital  stock belonging to the  Corporation or to another
corporation, if a majority  of the shares  entitled to vote  in the election  of
directors  of such other  corporation is held  by the Corporation,  shall not be
entitled to  vote.  Persons holding  stock  in  a fiduciary  capacity  shall  be
entitled to vote the shares so held, and persons whose stock is pledged shall be
entitled  to vote,  unless in the  transfer by the  pledgor on the  books of the
Corporation he shall have  expressly empowered the pledgee  to vote thereon,  in
which  case only  the pledgee  or his  proxy may  represent said  stock and vote
thereon. If shares shall stand  of record in the names  of two or more  persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants  by the entirety or otherwise, or if  two or more persons shall have the
same fiduciary relationship respecting the same shares, unless the Secretary  of
the  Corporation shall have been  given written notice to  the contrary and have
been furnished  with  a copy  of  the instrument  of  order appointing  them  or
creating  the relationship wherein it is so provided, their acts with respect to
voting shall have the following effect:
 
    (i)   if only one shall vote, his act shall bind all,
 
    (ii)  if  more   than   one   shall   vote,  the   act   of   the   majority
   so voting shall bind all, or
 
    (iii) if   more   than   one   shall   vote,   but   the   vote   shall   be
   evenly split on any particular matter, then, except as otherwise required  by
   statute, each faction may vote the shares in question proportionally.
 
If  the instrument so filed shall show that  any such tenancy is held in unequal
interests, a  majority or  even-split  for the  purpose  of the  next  preceding
sentence shall be a majority or
<PAGE>
                                       7
 
even-split in interest. Any vote on stock of the Corporation may be given by the
stockholder  entitled  thereto  in  person  or  by  his  proxy  appointed  by an
instrument in  writing,  subscribed  by  such stockholder  or  by  his  attorney
thereunto  authorized and delivered  to the secretary  of the meeting; provided,
however, that no proxy shall be voted  or acted upon after three years from  its
date  unless said  proxy provides  for a  longer period.  Except as  provided in
Section 1 of  Article II and  Section 13 of  Article III of  these by-laws,  and
except also in special cases where otherwise made mandatory by statute or by the
Certificate  of Incorporation of the Corporation,  all matters coming before the
stockholders shall be decided by  the vote of a  majority in voting interest  of
the  stockholders of the Corporation present in  person or by proxy at a meeting
and entitled to vote thereat, a quorum being present.
 
   SECTION 10. LIST OF STOCKHOLDERS.  It shall be the duty of the Secretary,  or
other  officer of  the Corporation  who shall have  charge of  the stock ledger,
either directly or through a transfer agent appointed by the Board of Directors,
to prepare and make, at least ten  days before every meeting of stockholders,  a
complete list of stockholders entitled to vote thereat, arranged in alphabetical
order,  and showing  the address  of each stockholder  and the  number of shares
registered in the  name of  each stockholder.  Such list  shall be  open to  the
examination  of any stockholder, for any  purpose germane to the meeting, during
ordinary business hours, for  a period of  at least ten (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 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. Upon the wilful
neglect  or refusal of the  directors to produce such a  list at any meeting for
the election of directors, they shall  be ineligible for election to any  office
at
<PAGE>
                                       8
 
such  meeting.  The  stock ledger  shall  be the  only  evidence as  to  who are
stockholders entitled to examine the stock ledger, such list or the books of the
Corporation, or to vote in person or by proxy, at any meeting of stockholders.
 
   SECTION 11. INSPECTORS OF ELECTION.  At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Election to act  thereat.
Each  Inspector  of  Election so  appointed  shall  first subscribe  an  oath or
affirmation faithfully to execute the duties of an Inspector of Election at such
meeting with strict impartiality and according to the best of his ability.  Such
Inspectors of Election, if any, shall take charge of the ballots at such meeting
and  after the balloting  thereat on any  question shall count  the ballots cast
thereon and shall make a report in  writing to the secretary of such meeting  of
the  results thereof. An Inspector of Election  need not be a stockholder of the
Corporation, and any officer or employee of the Corporation may be an  Inspector
of Election on any question other than a vote for or against his election to any
position  with  the Corporation  or on  any other  question in  which he  may be
directly interested.
 
                                  ARTICLE II.
 
                          CONSENTS TO CORPORATE ACTION
 
   SECTION 1.  CONSENT OF  STOCKHOLDERS IN  LIEU OF  MEETING.   The election  of
directors  and any other action  required by the General  Corporation Law of the
State of Delaware or these by-laws to be taken at any annual or special  meeting
of  stockholders, or  any action  which may  be taken  at any  annual or special
meeting of such  stockholders, may  be taken  without a  meeting, without  prior
notice  and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less  than
the
<PAGE>
                                       9
 
minimum number of votes that would be necessary to authorize or take such action
at  a meeting  at which  all shares  entitled to  vote thereon  were present and
voted. Separate written consents may be signed by stockholders severally. Prompt
notice of the  taking of the  corporate action  without a meeting  by less  than
unanimous  written consent  shall be  given to  those stockholders  who have not
consented in writing.
 
   SECTION 2.  RECORD  DATE.    The record  date  for  determining  stockholders
entitled  to express  consent to corporate  action in writing  without a meeting
shall be as fixed by the Board  or as otherwise established under this  Section.
Any  person seeking to have the  stockholders authorize or take corporate action
by written consent  without a meeting  may, by written  notice addressed to  the
Secretary and delivered to the Company as set forth below, request that a record
date  be fixed  for such purpose.  The record date  for determining stockholders
entitled to consent in writing without  a meeting to corporate action for  which
no  prior action by the  Board is required under  the General Corporation Law of
the State of Delaware  shall be (i) the  date fixed by the  Board or (ii) if  no
record  date has been so fixed prior to the first date on which a signed written
consent setting forth the action taken or  proposed to be taken is delivered  to
the  Company by  delivery to  its registered  office in  Delaware, its principal
place of business or an  officer or agent of  the corporation having custody  of
the  book in  which proceedings of  meetings of stockholders  are recorded, then
such first  date.  The record  date  for determining  stockholders  entitled  to
consent  in writing without a meeting to corporate action for which prior action
by the Board  is required  under the  General Corporation  Law of  the State  of
Delaware  shall be (i) the date fixed by the  Board or (ii) if the Board has not
taken action to fix the record date then such record date shall be the close  of
business  on the  date upon  which the Board  adopts the  resolution taking such
prior action.  In  connection  with  a  record  date  fixed  by  the  Board,  in
<PAGE>
                                       10
 
no  case shall such record date  (i) precede or (ii) be  fixed more than 10 days
after the date upon which  the resolution fixing the  record date is adopted  by
Board.
 
   SECTION  3. PROCEDURES.  In the event of the delivery to the Corporation of a
written consent or  consents purporting  to authorize or  take corporate  action
and/or  related revocations (each such written consent and related revocation is
referred to in this Article II as a "Consent"), the Secretary of the Corporation
shall provide for the  safe-keeping of such Consent  and shall promptly  conduct
such  ministerial review of the sufficiency of  the consents and of the validity
of the  action to  be taken  by stockholder  consent as  he deems  necessary  or
appropriate  including,  determining whether  the holders  of shares  having the
requisite voting power to authorize or take the action specified in the  Consent
have given consent; PROVIDED, HOWEVER, that if the corporate action to which the
Consent  relates is  the removal or  replacement of  one or more  members of the
Board, the Secretary of the Corporation shall designate two persons, who may not
be members of the Board, to serve as Inspectors with respect to such Consent and
such  Inspectors  shall  discharge  the  functions  of  the  Secretary  of   the
Corporation  under this Section 3. If  after such investigation the Secretary or
the Inspectors (as the case  may be) shall determine  that the Consent is  valid
and  that  the action  purported  to be  authorized  or taken  has  been validly
authorized, that fact shall be noted on the records of the Corporation kept  for
the  purpose of recording  the proceedings of meetings  of stockholders, and the
Consent shall be filed in such records,  at which time the Consent shall  become
effective  as stockholder  action. In  conducting the  investigation required by
this Section 3, the Secretary or the Inspectors (as the case may be) may, at the
expense of the Corporation, retain special legal counsel and other necessary  or
appropriate  professional advisors,  and such other  personnel as  they may deem
necessary or appropriate, to assist them.
<PAGE>
                                       11
 
                                  ARTICLE III.
 
                               BOARD OF DIRECTORS
 
   SECTION 1.  GENERAL  POWERS.   The  property,  affairs and  business  of  the
Corporation shall be managed by the Board of Directors.
 
   SECTION  2.  NUMBER,  QUALIFICATIONS  AND  TERM OF  OFFICE.    The  number of
directors shall be thirteen, but the  number may be increased, or diminished  to
not  less  than three,  by amendment  of  these by-laws.  Directors need  not be
stockholders. Each of the directors of  the Corporation shall hold office  until
the  annual meeting held next after his election and shall qualify, or until his
earlier death or his  earlier resignation or removal  in the manner  hereinafter
provided.
 
   SECTION  3.  NOMINATIONS OF  DIRECTORS.   Only persons  who are  nominated in
accordance with  the following  procedures  shall be  eligible for  election  as
directors.  Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting  of stockholders by or at the direction  of
the  Board of Directors by  any nominating committee or  person appointed by the
Board or by any stockholder of the Corporation entitled to vote for the election
of directors at the meeting who complies with the notice procedures set forth in
this Section 3. Such nominations, other than  those made by or at the  direction
of  the  Board,  shall be  made  pursuant to  timely  notice in  writing  to the
Secretary, Honeywell  Inc.  To  be  timely,  a  stockholder's  notice  shall  be
delivered  to or mailed and  received at the principal  executive offices of the
Corporation not less than 50  days nor more than 75  days prior to the  meeting;
PROVIDED,  HOWEVER, that in  the event that  less than 65  days' notice or prior
public disclosure of the date of the  meeting is given or made to  stockholders,
notice by the
<PAGE>
                                       12
 
stockholder  to  be timely  must  be so  received not  later  than the  close of
business on the 15th day following the day  on which such notice of the date  of
the  meeting was mailed  or such public disclosure  was made. Such stockholder's
notice 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, (i)
the name, age, business  address and residence address  of the person, (ii)  the
principal  occupation or employment of the person, (iii) the class and number of
shares of capital stock of the  Corporation which are beneficially owned by  the
person and (iv) any other information relating to the person that is required to
be  disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities  Exchange Act of 1934, as  amended; and (b) as  to
the stockholder giving the notice (i) the name and record address of stockholder
and  (ii) the  class and number  of shares  of capital stock  of the Corporation
which are beneficially owned by the stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation  to determine  the eligibility  of such  proposed nominee  to
serve  as director of the Corporation. No  person shall be eligible for election
as a  director  of the  Corporation  unless  nominated in  accordance  with  the
procedures set forth herein.
 
   The  Chairman  of the  meeting  shall, if  the  facts warrant,  determine and
declare to the meeting  that a nomination  was not made  in accordance with  the
foregoing  procedure, and if he should so  determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
 
   SECTION 4. ELECTION OF  DIRECTORS.  At each  meeting of stockholders for  the
election  of directors at which  a quorum is present,  the persons receiving the
largest number of  votes (up  to and  including the  number of  directors to  be
elected)  shall  be directors.  If directors  are  to be  elected by  consent in
writing of  the  stockholders  without  a  meeting  pursuant  to  Section  1  of
<PAGE>
                                       13
 
Article  II of these by-laws, those persons  receiving the consent in writing of
the largest number of shares in the  aggregate and constituting not less than  a
majority  of the  total outstanding shares  entitled to give  consent in writing
thereon (up to and  including the number  of directors to  be elected) shall  be
directors.
 
   SECTION  5. ORGANIZATION.   At  each meeting of  the Board  of Directors, the
Chairman of the  Board of Directors,  or in  his absence, the  President of  the
Corporation,  or in his absence an Executive  Vice President, if a member of the
Board of Directors, or in the absence of all of said officers, a Vice President,
if a  member of  the  Board of  Directors, or  in  the absence  of all  of  said
officers,  a chairman  chosen by  the majority  of the  directors present, shall
preside. The  Secretary of  the Corporation,  or in  his absence,  an  Assistant
Secretary,  if  any, or,  in the  absence  of both  the Secretary  and Assistant
Secretaries, any person whom the chairman shall appoint, shall act as  secretary
of the meeting. Any person so appointed as secretary of the meeting shall, if so
required  by the Board of  Directors, be sworn to  the faithful discharge of his
duties before entering thereupon.
 
   SECTION 6. RESIGNATIONS.  Any director  of the Corporation may resign at  any
time  by giving written notice  to the Chairman of the  Board of Directors or to
the President of the  Corporation or to the  Secretary of the Corporation.  Such
resignation  shall take effect at the time specified therein, or, if the time be
not specified, upon receipt thereof by  the Chairman of the Board of  Directors,
the  President of  the Corporation or  the Secretary,  as the case  may be; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
 
   SECTION 7. QUALIFICATIONS AND RETIREMENT.
 
   (a)  CHIEF EXECUTIVE OFFICERS OF HONEYWELL.  A director who is also the Chief
Executive Officer of the Company shall
<PAGE>
                                       14
 
no longer be qualified to act as a director and his or her term of office  shall
expire  at the time he  or she ceases to  hold that position; PROVIDED, HOWEVER,
that in the event  the Nominating Committee  determines that it  will be in  the
best interests of the Company for the former Chief Executive Officer to continue
as  a director,  the Committee  may ask  him or  her to  continue as  a director
through the completion of any remaining part of his or her current, regular term
of office as a director and, in addition to any such partial year, may  nominate
the  former Chief Executive  Officer to be a  director for a  single term of one
year.
 
   (b)  OTHER INSIDE DIRECTORS.  Any director who is an officer of the  Company,
other than the Chief Executive Officer, shall no longer be qualified to act as a
director and his or her term of office shall expire on the earliest to occur of:
(i)  the time  of a diminution  in his or  her duties or  responsibilities as an
officer unless the Nominating Committee  at its sole discretion determines  such
officer  continues to be qualified to act as a director, (ii) the time he or she
ceases to be an employee of the Corporation  for any reason, or (iii) on his  or
her sixty-fifth birthday.
 
   (c)   OUTSIDE DIRECTORS.  Any director who is not and has not been an officer
of the Company (an Outside Director) shall not be nominated for re-election as a
director at the next annual meeting  following either (i) fifteen years  service
as a director or (ii) the director's seventieth birthday. At the time an Outside
Director  retires  from  or changes  the  principal occupation  engaged  in when
initially elected as a director, he or she shall notify the Nominating Committee
of his or her change of position  together with an indication of whether or  not
he  or she is  willing to stand  for election as  a director at  the next annual
meeting; thereafter the Nominating Committee at
<PAGE>
                                       15
 
its discretion will determine whether or not  to ask that director to stand  for
re-election  to the Board, provided the director shall not be permitted to stand
for re-election beyond the age and years-of-service limits set forth above.
 
   (d)  INTERPRETATION.  The Nominating  Committee in its sole discretion  shall
have  the  responsibility  for interpretation  of  qualifications  for directors
identified in this Section 7.
 
   SECTION 8. VACANCIES.   Except as otherwise provided  by law, any vacancy  in
the  Board  of Directors  (whether because  of  death, resignation,  removal, an
increase in the  number of  directors or  any other cause)  may be  filled by  a
majority  of the directors then  in office, though less  than a quorum; and each
director so chosen shall  hold office until the  next annual election and  until
his successor shall be duly elected and qualified, unless sooner displaced.
 
   SECTION  9.  PLACE OF  MEETING, ETC.   The  Board of  Directors may  hold its
meetings at such place or places within or without the State of Delaware as  the
Board  may from time to time determine, or as shall be specified or fixed in the
respective notices or waivers of notice thereof. The Corporation may have one or
more offices, and may keep its books and records at such place or places  within
or without the State of Delaware as the Board shall from time to time determine.
 
   SECTION 10. FIRST MEETING.  As soon as practicable after each annual election
of  directors and  on the  same day,  the Board  of Directors  may meet  for the
purposes of organization and of choosing the officers of the Corporation and for
the transaction of  other business at  the place where  regular meetings of  the
Board  of Directors  are held. Notice  of such  meeting need not  be given. Such
first meeting may be held at any other time or place which shall be specified in
a notice given as hereinafter provided for special meetings of the Board, or  in
a consent and waiver of notice thereof signed by all the directors.
<PAGE>
                                       16
 
   SECTION  11. REGULAR  MEETINGS.  Regular  meetings of the  Board of Directors
shall be held at such times as  the Board of Directors shall by resolution  from
time  to time determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting shall  be
held  at the same hour and place on  the next succeeding secular day not a legal
holiday. Notice of  regular meetings need  not be given,  except of the  regular
meetings  at which it is  proposed to alter or repeal  these by-laws or to adopt
one or more new by-laws, of each  of which meetings a notice, which shall  state
at least the substance of the proposed change, shall be given in the same manner
as is required for a special meeting.
 
   SECTION  12.  SPECIAL MEETINGS;  NOTICE.   Special meetings  of the  Board of
Directors shall  be  held  whenever called  by  the  Chairman of  the  Board  of
Directors or by the President of the Corporation or by any two of the directors.
A  notice shall be  given as hereinafter  in this section  provided of each such
special meeting, in which shall  be stated the time  and place of such  meeting,
but,  except as  otherwise expressly  provided by law  or by  these by-laws, the
purposes thereof need  not be  stated in such  notice. Except  in special  cases
where  other provision is made by statute,  notice of each such meeting shall be
mailed to each director,  addressed to him  at his residence  or usual place  of
business,  at least two days before the day  on which the meeting is to be held,
or shall be  sent to him  at such place  by telegraph or  cable or be  delivered
personally  or by telephone not  later than the day before  the day on which the
meeting is to be held.  Any meeting of the Board  of Directors shall be a  legal
meeting  without any notice thereof having been given if all the directors shall
be present thereat or if notice thereof  shall be waived either before or  after
such  meeting in  writing or  by telegraph or  cable by  all absentees therefrom
provided a quorum be present thereat.  Notice of any adjourned meeting need  not
be given.
<PAGE>
                                       17
 
   SECTION  13. QUORUM  AND MANNER  OF ACTING.   One  third of  the directors in
office at the time of any regular  or special meeting of the Board of  Directors
shall  be present in person at such meeting  in order to constitute a quorum for
the transaction of business and, except as specified in Sections 8, 16 and 17 of
this Article III and Section 4 of  Article IV of these by-laws, and except  also
in  special  cases where  other  provision is  made by  statute,  the vote  of a
majority of the  directors present at  any such  meeting, at which  a quorum  is
present, shall be the act of the Board of Directors. In the absence of a quorum,
a majority of directors present at any meeting may adjourn the same from time to
time  until a quorum  be had. The  directors shall act  only as a  board and the
individual directors shall have no power as such.
 
   SECTION 14. REMOVAL OF DIRECTORS.  Any  director may be removed for cause  at
any  time by the affirmative vote of the holders of a majority of all the shares
of stock outstanding and entitled to  vote for the election of directors,  given
at  a  special meeting  of such  stockholders  called for  the purpose;  and the
vacancy in the Board of Directors caused by such removal shall be filled by such
stockholders at such meeting,  or, if the stockholders  shall fail to fill  such
vacancy, by the Board of Directors.
 
   SECTION  15. COMPENSATION.   Directors  and members  of any  committee of the
Corporation  contemplated  by  these  by-laws  or  otherwise  provided  for   by
resolution  of the  Board of  Directors, who  are not  salaried officers  of the
Corporation, shall receive such fixed sum  per meeting attended, or such  annual
sum or sums, as shall be determined from time to time by resolution of the Board
of  Directors. All  directors and  members of  any such  committee shall receive
their expenses, if any, of attendance at  meetings of the Board of Directors  or
of  such committee. Nothing herein contained  shall be construed to preclude any
director from  serving the  Corporation  in any  other capacity,  and  receiving
proper compensation therefor.
<PAGE>
                                       18
 
   SECTION 16. COMMITTEES.
 
       (a) There shall be an Executive Committee which
   shall  have  such powers  and authority  provided by  resolution passed  by a
   majority of the Board of Directors.
 
       (b) The Board of Directors may, by resolution
   passed by a majority of the whole Board, designate one or more committees, in
   addition to the Executive  Committee, which, to the  extent provided in  said
   resolution, shall have and may exercise the powers and authority of the Board
   in  the management  of the  business and affairs  of the  Corporation and may
   authorize the seal of the Corporation to  be affixed to all papers which  may
   require it.
 
       (c) Each committee, for which provision is made by
   paragraph  (a)  or (b)  of  this Section  16, shall  consist  of one  or more
   directors of the Corporation  who shall be appointed  by the Chairman of  the
   Board  of Directors  provided, however, that  each such  appointment shall be
   reported promptly to  the Board  of Directors and  no member  of a  committee
   shall  participate in  any action  by a  committee which  shall constitute an
   exercise of a power  of the Board  until the appointment  of such member  has
   been  ratified by a  majority of the  full Board. Any  vacancy on a committee
   shall be filled by appointment by the  Chairman of the Board of Directors  in
   the  same manner in which original  appointments to such committee were made.
   The chairman of  each committee shall  be designated by  the Chairman of  the
   Board  of Directors. A majority  of those entitled to  vote at any meeting of
   any committee shall constitute  a quorum for the  transaction of business  at
   that  meeting. In the absence or disqualification of a member of a committee,
   the member or  members thereof present  at any meeting  and not  disqualified
   from  voting, whether or not he or  they constitute 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.
<PAGE>
                                       19
 
   SECTION 17. INDEMNIFICATION OF EMPLOYEES, OFFICERS AND DIRECTORS.
 
       (a) Any    person   who   is    or   was   an    employee,   officer   or
   director of the Corporation, or of any other corporation, partnership,  joint
   venture,  trust  or  other  enterprise,  including  service  with  respect to
   employee benefit  plans,  which he  served  as such  at  the request  of  the
   Corporation,   shall,  unless  prohibited  by  law,  be  indemnified  by  the
   Corporation in  accordance  with  paragraph  (b)  below,  against  reasonable
   expenses,  paid or incurred by  him in connection with  or resulting from any
   claim, action, suit or proceeding (whether brought by or in the right of  the
   Corporation  or otherwise), civil, criminal, administrative or investigative,
   including any appeal therein in which he may be involved, or threatened to be
   involved, as a  party or otherwise,  by reason of  the fact he  is or was  an
   employee,  officer or director, provided such person acted, in good faith, in
   what he reasonably believed to be in  or not opposed to the best interest  of
   the  Corporation or such other corporation  or organization and, in addition,
   with respect to any criminal actions or proceedings, had no reasonable  cause
   to  believe his conduct was unlawful,  provided further the Corporation shall
   indemnify any  such  person in  connection  with  a claim,  action,  suit  or
   proceeding initiated by such person only if such matter was authorized by the
   Board  of Directors, and provided further no indemnification shall be made in
   respect of any claim, issue or matter as to which such person shall have been
   adjudged to be liable to the corporation  unless and only to the extent  that
   the  Court of Chancery or the court in  which such action or suit was brought
   shall determine upon application that, despite the adjudication of  liability
   but  in view of all the circumstances of  the case, such person is fairly and
   reasonably entitled  to  indemnity  for  such expenses  which  the  Court  of
   Chancery or such other court
<PAGE>
                                       20
 
   shall  deem proper. The termination of any claim, action, suit or proceeding,
   by judgment, settlement  (whether with  or without  court approval),  adverse
   decision  or  conviction after  trial or  upon a  plea of  guilty or  of NOLO
   CONTENDERE, or  its equivalent,  shall  not create  a presumption  that  such
   person did not meet the standards of conduct set forth in this paragraph (a).
   As  used in  this Section 17  the term  "expenses" shall include,  but not be
   limited to, counsel fees  and disbursements, amounts  of judgments, fines  or
   penalties against, and amounts paid in settlement by, such person.
 
       (b) To the extent that any person claiming
indemnification  under paragraph (a) of this  Section 17 has been successful, on
   the merits or otherwise, in defense of any claim, action, suit or  proceeding
   of  the character described in  paragraph (a), he shall  be reimbursed by the
   Corporation for the amounts  of all reasonable expenses  paid or incurred  by
   him   in  connection  with  such  successful  defense.  Any  person  claiming
   indemnification  under  said  paragraph  (a)  shall  be  reimbursed  by   the
   Corporation  for his reasonable expenses  if (i) the Board  of Directors by a
   majority vote of a quorum consisting of directors who are not parties to such
   claim, action,  suit  or proceeding  shall  deliver to  the  Corporation  its
   written  findings that  such person  is entitled  to reimbursement  under the
   provisions of said paragraph or (ii) if  such a quorum is not attainable,  or
   even   if  obtainable  a  quorum   of  disinterested  directors  so  directs,
   independent legal counsel (who  may be regular  counsel for the  Corporation)
   selected  by the Board of Directors  shall deliver to the Corporation written
   advice that, in their judgment, such person is so entitled.
 
       (c) Any expenses incurred by an officer or director
   with respect  to any  claim,  action, suit  or  proceeding of  the  character
   described  in  paragraph  (a) of  this  Section  17 may  be  advanced  by the
   Corporation prior to the final
<PAGE>
                                       21
 
   disposition thereof upon  receipt of an  undertaking by or  on behalf of  the
   person  to repay such amount if it is ultimately determined that he is not to
   be indemnified  under  this  Section  17. Such  expenses  incurred  by  other
   employees may be so paid upon such terms and conditions, if any, as the Board
   of Directors shall determine to be appropriate.
 
       (d) The rights of indemnification provided in this
   Section  17 shall be in addition to any other rights to which any such person
   may otherwise be entitled by contract or as a matter of law; and such  rights
   shall  continue as to a  person who has ceased to  be an employee, officer or
   director and, in the event of such person's death, shall extend to his  heirs
   and legal representatives.
 
   SECTION  18. ACTION WITHOUT MEETING.  Any  action required or permitted to be
taken at any meeting of the Board  of Directors or of any committee thereof  may
be  taken without a meeting if all members of the Board or of such 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 of such committee.
 
   SECTION  19. PRESENCE AT MEETINGS.   Members of the  Board of Directors or of
any committee designated by  it may participate  in a meeting  of such Board  or
committee  by means of conference  telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each  other,
and  participation in  a meeting  pursuant to  this Section  19 shall constitute
presence in person at such meeting.
<PAGE>
                                       22
 
                                  ARTICLE IV.
 
                                    OFFICERS
 
   SECTION 1. NUMBER.  The  officers of the Corporation  shall be a Chairman  of
the  Board of  Directors who  shall be  chosen by  the directors  from their own
number, one or  more Vice Chairmen  of the Board  of Directors if  the Board  of
Directors  shall so determine,  a President of  the Corporation if  the Board of
Directors shall so determine,  one or more Presidents  of the businesses of  the
Corporation  if the  Board of  Directors shall  so determine,  one or  more Vice
Presidents, a Treasurer, a Secretary and such other officers as may be appointed
in accordance with the  provisions of this Article.  The Board of Directors  may
designate  one or  more Vice  Presidents to  be an  Executive Vice  President or
Senior Vice President. The  Board of Directors, by  resolution, the Chairman  of
the  Board of Directors, the President of  the Corporation, or the Treasurer may
create the offices of and appoint one or more Assistant Treasurers. The Board of
Directors, by resolution, the Chairman of the Board of Directors, the  President
of  the Corporation, or the Secretary may  create the offices of and appoint one
or more Assistant Secretaries and one or more Attesting Secretaries. The term of
office for  each Assistant  Treasurer, each  Assistant Secretary  and  Attesting
Secretary  appointed by any of the foregoing officers shall be determined by the
officer making such appointment but shall not in any event exceed twelve months.
No more than three Assistant Treasurers  and three Assistant Secretaries may  be
appointed  by those officers at any one time. The officer making the appointment
shall give to the Secretary written  notification of each such appointment.  The
notification shall be placed in the book containing the proceedings of the Board
of Directors.
<PAGE>
                                       23
 
   Any  two  or more  of the  above-mentioned offices  may be  held by  the same
person.
 
   SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS.  Except for Assistant
Treasurers, Assistant  Secretaries and  Attesting Secretaries  appointed by  the
Chairman  of  the Board  of  Directors, the  President  of the  Corporation, the
Treasurer, or the  Secretary, the officers  of the Corporation  shall be  chosen
annually  by the Board of Directors at the first meeting thereof held after each
annual meeting of  stockholders for  the election  of directors  and shall  hold
office  until his successor  shall have been  duly chosen and  shall qualify, or
until his earlier  death or  his earlier resignation  or removal  in the  manner
hereinafter provided.
 
   SECTION  3. REMOVAL.   Any  officer may  be removed,  either with  or without
cause, at any time, by  resolution adopted by a majority  of the whole Board  of
Directors  at a special meeting of the Board called for that purpose, or, except
in the case of any  officer elected or appointed by  the stockholders or by  the
Board of Directors, by any committee or superior officer upon whom such power of
removal may be conferred by the Board of Directors.
 
   SECTION  4.  RESIGNATIONS.   Any officer  may  resign at  any time  by giving
written notice of his resignation to the Board of Directors, or to the  Chairman
of  the Board of  Directors, or to the  President of the  Corporation, or to the
Secretary of the Corporation. Any such resignation shall take effect at any time
specified therein; and,  unless otherwise specified  therein, the acceptance  of
such resignation shall not be necessary to make it effective.
 
   SECTION 5. VACANCIES.  A vacancy in any office because of death, resignation,
removal, disqualification or otherwise,
<PAGE>
                                       24
 
shall  be filled for the unexpired portion  of the term in the manner prescribed
in these by-laws for regular appointments or elections to such office.
 
   SECTION 6. THE CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of the Board
of Directors shall, be the chief executive officer of the corporation and  shall
have  general supervision over  the business and affairs  of the Corporation and
over its several officers and employees, subject, however, to the control of the
Board of Directors. He shall, if present,  preside at all meetings of the  Board
of  Directors and of  the stockholders. The  Chairman of the  Board of Directors
shall see that all orders and resolutions of the Board of Directors are  carried
into  effect and shall  from time to time  report to the  Board of Directors all
matters within his knowledge which the interests of the Corporation may  require
to  be brought to their notice. The Chairman of the Board of Directors may sign,
execute and deliver in the name  of the Corporation, certificates for shares  of
the  capital stock of the Corporation, any deeds, mortgages, bonds, contracts or
other instruments  which the  Board of  Directors shall  have authorized  to  be
executed,  except  in cases  where the  signing and  execution thereof  shall be
expressly delegated by the Board  or by these by-laws  to some other officer  or
agent  of the Corporation or shall be required  by law otherwise to be signed or
executed. In general, the Chairman of  the Board of Directors shall perform  all
duties  incident to the  office of the  Chairman of the  Board of Directors, and
such other  duties  as from  time  to  time may  be  assigned by  the  Board  of
Directors.
 
   SECTION  7. THE VICE CHAIRMAN  OF THE BOARD OF DIRECTORS.   In the absence of
the Chairman  of the  Board of  Directors, the  Vice Chairman  of the  Board  of
Directors  shall, if present, preside at meetings of the Board of Directors, and
shall perform such  other duties that  may be assigned  to him by  the Board  of
Directors.
<PAGE>
                                       25
 
   SECTION  8.  THE  PRESIDENT  OF  THE  CORPORATION.    The  President  of  the
Corporation shall be the  chief operating officer of  the Corporation and  shall
perform  the duties  assigned to him  from time to  time by the  Chairman of the
Board of Directors or by the Board of Directors. In the absence of the  Chairman
of  the Board of Directors or a Vice Chairman of the Board of Directors (if that
position has  been  filled by  the  Board of  Directors)  the President  of  the
Corporation  shall, if present,  preside at meetings of  the Board of Directors.
The President of the  Corporation may sign, with  the Secretary or Treasurer  or
any other proper officer of the Corporation thereunto authorized by the Board of
Directors,  certificates for shares of the capital stock of the Corporation, any
deeds, mortgages,  bonds, contracts  or  other instruments  which the  Board  of
Directors  shall  have authorized  to  be executed,  except  in cases  where the
signing and execution thereof  shall be expressly delegated  by the Board or  by
these  by-laws to  some other officer  or agent  of the Corporation  or shall be
required by  law otherwise  to be  signed or  executed; and,  in general,  shall
perform all duties incident to the office of the President of the Corporation.
 
   SECTION  9. AUTHORITY AND  DUTIES OF THE  BUSINESS PRESIDENTS, EXECUTIVE VICE
PRESIDENTS,  SENIOR  VICE  PRESIDENTS,  AND  VICE  PRESIDENTS.    Any   Business
President,  Executive Vice President,  Senior Vice President,  or Vice President
authorized so to do by  the Board of Directors may  sign, with the Secretary  or
the  Treasurer  or  any  other  proper  officer  of  the  Corporation  thereunto
authorized by the  Board of Directors,  certificates for shares  of the  capital
stock  of the Corporation; and  shall perform such other  duties as from time to
time may be assigned to them by the Chairman of the Board of Directors or by the
President of the Corporation or by the Board of Directors.
<PAGE>
                                       26
 
   SECTION 10. THE TREASURER.  The Treasurer shall:
 
       (a) Have charge and custody of, and be responsible
   for, all funds and securities of  the Corporation, receive and give  receipts
   for  moneys due and  payable to the Corporation  from any sources whatsoever,
   and deposit all such  moneys in the  name of the  Corporation in such  banks,
   trust companies or other depositaries as shall be selected in accordance with
   the provisions of Article V of these by-laws;
 
       (b) Have the right to require, from time to time,
   reports  or statements giving such information  as he may desire with respect
   to any and all financial transactions of the Corporation from the officers or
   agents transacting the same;
 
       (c) Render to the Board of Directors, whenever the
   Board of Directors shall require  him so to do,  an account of the  financial
   condition of the Corporation and of all of his transactions as Treasurer;
 
       (d) Exhibit at all reasonable times his books of
   account  and other records  to any of  the directors of  the Corporation upon
   application during business hours at the office of the Corporation where such
   books and records are kept;
 
       (e) Sign   (unless    the    Secretary   or    other    proper    officer
   thereunto  duly authorized  by the Board  of Directors shall  sign), with the
   Chairman of the Board of Directors or the President of the Corporation or  an
   Executive  Vice President or a Vice President, certificates for shares of the
   capital stock  of  the  Corporation  the  issue  of  which  shall  have  been
   authorized  by  resolution  of  the Board  of  Directors,  provided  that the
   signatures of the  officers of the  Corporation thereon may  be facsimile  as
   provided in Section 1 of Article VI of these by-laws; and
<PAGE>
                                       27
 
       (f) In general, perform all the duties incidental to
   the  office of Treasurer  and such other duties  as from time  to time may be
   assigned to him by the Chairman of the Board of Directors or by the President
   of the Corporation or by the Board of Directors.
 
   SECTION 11. THE SECRETARY. The Secretary shall:
 
       (a) Record all the proceedings of the stockholders,
   the Board of Directors and the Executive Committee in one or more books  kept
   for that purpose;
 
       (b) See    that   all    notices   are    duly   given    in   accordance
   with the provisions of these by-laws or as required by law;
 
       (c) Be   custodian    of   the    corporate    records   and    of    the
   seal  of the  Corporation and  see that  the seal  or a  facsimile thereof is
   affixed to or impressed or reproduced on all stock certificates prior to  the
   issue  thereof and to all  documents the execution of  which on behalf of the
   Corporation under  its  seal  is  duly  authorized  in  accordance  with  the
   provisions  of these by-laws.  Unless the Board  of Directors shall otherwise
   direct in specific instances,  the seal of the  Corporation when so  affixed,
   impressed  or reproduced  shall always  be attested  by the  signature of the
   Secretary, or, if any, of an  Assistant Secretary or an Attesting  Secretary,
   provided  that signatures on certificates for  shares of the capital stock of
   the Corporation may be facsimile  as provided in Section  1 of Article VI  of
   these by-laws;
 
       (d) Keep    a   register   of   the   post   office   address   of   each
   stockholder which shall be furnished to the Secretary by such stockholder  in
   accordance with the provisions of Section 1 of Article II of these by-laws;
 
       (e) See    that    the    duties    prescribed    by    Section    9   of
   Article I of these by-laws are performed;
<PAGE>
                                       28
 
       (f) Sign   (unless    the    Treasurer   or    other    proper    officer
   thereunto  duly authorized  by the Board  of Directors shall  sign), with the
   Chairman of the Board of Directors or the President of the Corporation or  an
   Executive  Vice President or a Vice President, certificates for shares of the
   capital stock  of  the  Corporation  the  issue  of  which  shall  have  been
   authorized  by  resolution  of  the Board  of  Directors,  provided  that the
   signatures of the  officers of the  Corporation thereon may  be facsimile  as
   provided in Section 1 of Article VI of these by-laws;
 
       (g) Have general charge of the stock certificate
   books  of  the Corporation  and also  of the  other books  and papers  of the
   Corporation and see that the books, reports, statements, certificates and all
   other documents and records required by law are properly kept and filed; and
 
       (h) In general, perform all duties incident to the
   office of  Secretary, and  such other  duties as  from time  to time  may  be
   assigned to him by the Chairman of the Board of Directors or by the President
   of the Corporation or by the Board of Directors.
 
   SECTION   12.  ASSISTANT  TREASURERS,  ASSISTANT  SECRETARIES  AND  ATTESTING
SECRETARIES.  The Assistant Treasurers  and Assistant Secretaries, if  thereunto
authorized  by the Board of Directors, may  sign, with the Chairman of the Board
of Directors,  or  the  President  of the  Corporation,  or  an  Executive  Vice
President,  or a Vice President, certificates for shares of the capital stock of
the Corporation the issue of which  shall have been authorized by resolution  of
the  Board of Directors and,  in general, shall perform  such duties as shall be
assigned to them  by the  Treasurer or the  Secretary, respectively,  or by  the
Board of Directors. The Assistant Secretaries and Attesting
<PAGE>
                                       29
 
Secretaries  shall have the power to affix  and attest the corporate seal of the
Corporation  and  to  attest  the  execution  of  documents  on  behalf  of  the
Corporation.
 
   SECTION  13. SALARIES.  The salaries of the officers shall be fixed from time
to time by the Board of Directors, or  by one or more committees or officers  to
the  extent so authorized  from time to time  by the Board  of Directors, and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
 
   SECTION 14. SUBORDINATE POSITIONS, ETC.  The Corporation may provide  titles,
including  the  title of  Vice  President, for  other  individuals who  serve in
management positions with the corporate staff, or with group, division or  other
operational  units of  the Corporation  but who do  not perform  the function of
officer for  the Corporation.  Individuals  in such  positions shall  hold  such
titles at the discretion of the appointing officer and shall have such authority
and  perform such duties as the Chairman of  the Board of Directors, or the Vice
Chairman of the Board of Directors, or  any officer to whom they delegate  their
authority in this regard, may from time to time determine.
 
                                   ARTICLE V.
 
                    CONTRACTS, LOANS, CHECKS, DEPOSITS, ETC.
 
   SECTION  1. CONTRACTS, ETC. HOW EXECUTED.   The Board of Directors, except as
in these  by-laws otherwise  provided, may  authorize any  officer or  officers,
agent  or  agents,  to  enter  into any  contract  or  execute  and  deliver any
instrument in the name of and on  behalf of the Corporation, and such  authority
may  be general or confined to specific  instances; and, unless so authorized by
the Board of Directors or by the provisions of these by-laws, no officer,  agent
or  employee other than the Chairman of the Board of Directors and the President
shall
<PAGE>
                                       30
 
have any  power  or  authority  to  bind the  Corporation  by  any  contract  or
engagement  or to pledge its  credit or to render  it liable pecuniarily for any
purpose or to any amount.
 
   SECTION 2. LOANS.  No loans shall be contracted on behalf of the  Corporation
and  no negotiable paper shall be issued  in its name, unless authorized by vote
of the Board  of Directors. When  so authorized  by the Board  of Directors  any
officer  or agent of  the Corporation designated  by the Board  of Directors may
effect loans and advances at any time  for the Corporation from any bank,  trust
company  or other institution, or from  any firm, corporation or individual, and
for such loans and advances may make, execute and deliver bonds, notes and other
obligations or evidences of indebtedness of the Corporation, and when authorized
as aforesaid,  as security  for the  payment  of any  and all  loans,  advances,
indebtedness and liabilities of the Corporation and of the interest thereon, may
pledge,  hypothecate  or  transfer  any and  all  stocks,  securities  and other
personal property held  or owned  by the Corporation  and to  that end  endorse,
assign  and  deliver the  same. Such  authority  may be  general or  confined to
specific instances.
 
   SECTION 3. CHECKS, DRAFTS, ETC.  All  checks, drafts or other orders for  the
payment  of money, notes, or other evidences  of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner  as shall from time to time be  determined
by resolution of the Board of Directors.
 
   SECTION  4. DEPOSITS.   All funds  of the Corporation  not otherwise employed
shall be deposited from time  to time to the credit  of the Corporation in  such
banks,  trust  companies or  other depositaries  as the  Board of  Directors may
select or as may be selected by any officer or officers, agent or agents of  the
Corporation  to whom such power may from time  to time be delegated by the Board
of Directors. For the purpose of
<PAGE>
                                       31
 
such deposit, checks, drafts and other orders for the payment of money which are
payable  to the order of the Corporation may be endorsed, assigned and delivered
by the Chairman of the Board of Directors, the President of the Corporation, any
Business President,  any  Executive  Vice President,  any  Vice  President,  the
Treasurer  or  the  Secretary, or  by  any  officer, agent  or  employee  of the
Corporation to whom any of said officers, in writing, or the Board of Directors,
by resolution, shall have delegated such power.
 
   SECTION 5. GENERAL  AND SPECIAL BANK  ACCOUNTS.  The  Board of Directors  may
from  time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the Board  of
Directors  may  select, and  may make  such special  rules and  regulations with
respect thereto, not inconsistent with the provisions of these by-laws, as  they
may deem expedient.
 
                                  ARTICLE VI.
 
                           SHARES AND THEIR TRANSFER
 
   SECTION  1. CERTIFICATES FOR STOCK.  Every  owner of stock of the Corporation
shall be entitled to a certificate to be in such form as the Board of  Directors
shall  prescribe, certifying  the number  and class  of shares  of stock  of the
Corporation owned by him.  The certificates for the  respective classes of  such
stock  shall be numbered in the order in which they shall be issued and shall be
signed in the name of the Corporation by the Chairman of the Board of Directors,
or the President  of the  Corporation, or Executive  Vice President,  or a  Vice
President  and by the Secretary or the Treasurer, or by any other proper officer
of the Corporation thereunto authorized by  the Board of Directors and the  seal
of the Corporation shall be affixed thereto, provided that the signatures of the
officers of
<PAGE>
                                       32
 
the  Corporation and the seal thereon may  be facsimile if such certificates are
signed by a  transfer agent other  than the  Corporation or an  employee of  the
Corporation  or by a registrar other than  the Corporation or an employee of the
Corporation. The signature by  or on behalf  of the transfer  agent on any  such
certificate  may also be facsimile if such  certificate is signed by a registrar
other than the Corporation or an employee of the Corporation. A record shall  be
kept of the name of the person, firm or corporation owning the stock represented
by  such  certificates,  the number  and  class  of shares  represented  by such
certificates, respectively, and  the respective  dates thereof, and  in case  of
cancellation,   the   respective  dates   of  cancellation.   Every  certificate
surrendered to the Corporation for exchange  or transfer shall be cancelled  and
no  new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled, except
in cases provided for in Section 4 of this Article VI.
 
   SECTION 2. TRANSFER OF STOCK.   Transfers of shares  of the capital stock  of
the  Corporation  shall be  made only  on the  books of  the Corporation  by the
registered holder thereof, or by his  attorney thereunto authorized by power  of
attorney  duly executed and filed with the Secretary of the Corporation, or with
its transfer agent,  and on  surrender for  cancellation of  the certificate  or
certificates  for such shares. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all  purposes
as regards the Corporation; provided that whenever any transfers of shares shall
be  made  as collateral  security, and  not  absolutely, such  fact shall  be so
expressed in the  entry of  transfer if,  when the  certificate or  certificates
shall  be presented to the  Corporation or to said  transfer agent for transfer,
both the transferor and the transferee request the Corporation to do so.
<PAGE>
                                       33
 
   SECTION 3. TRANSFER  AND REGISTRY  AGENTS.   The Corporation  may maintain  a
transfer  office or agency where its stock  shall be directly transferable and a
registry office, which  may be  identical with  the transfer  office or  agency,
where its stock shall be registered; and the Corporation may, from time to time,
maintain  one or more other transfer  offices or agencies, and registry offices;
and the Board  of Directors may  from time to  time, define the  duties of  such
transfer  agents and registrars  and make such  rules and regulations  as it may
deem expedient,  not  inconsistent with  these  By-laws, concerning  the  issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.
 
   SECTION 4. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES.   The owner of
any  stock of  the Corporation shall  immediately notify the  Corporation of any
loss, theft,  destruction or  mutilation of  the certificate  therefor, and  the
Corporation may issue a new certificate of stock in the place of any certificate
theretofore  issued by it, alleged  to have been lost,  stolen or destroyed, and
the Board of Directors may,  in its discretion, require  the owner of the  lost,
stolen  or  destroyed  certificate  or his  legal  representatives  to  give the
Corporation a bond in such sum as it may direct, not exceeding double the  value
of  the stock, to indemnify  the Corporation against any  claim that may be made
against it on  account of the  alleged loss,  theft or destruction  of any  such
certificate. A new certificate may be issued without requiring any bond when, in
the judgment of the Board of Directors, it is proper so to do.
 
   SECTION 5. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
 
      (a)  In order that the Corporation may determine the stockholders entitled
   to  notice of or  to vote at  any meeting of  stockholders or any adjournment
   thereof, or  to express  consent to  corporate action  in writing  without  a
   meeting,   or  entitled  to   receive  payment  of   any  dividend  or  other
<PAGE>
                                       34
 
   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 may  fix, in advance,  a
   record  date, which shall not be more than  sixty (60) nor less than ten (10)
   days before the date of such meeting, nor more than sixty (60) days prior  to
   any other action.
 
      (b)  If no record date is fixed:
 
          (1) The record date for determining stockholders
       entitled to notice of or to vote at a meeting of stockholders shall be at
       the  close of business on the day  next preceding the day on which notice
       is given, or, if notice  is waived, at the close  of business on the  day
       next preceding the day on which the meeting is held.
 
          (2) The record date for determining stockholders
       entitled  to express  consent to  corporate action  in writing  without a
       meeting, when no  prior action by  the Board of  Directors is  necessary,
       shall be the day on which the first written consent is expressed.
 
          (3) The record date for determining stockholders
       for  any other purpose  shall be at the  close of business  on the day on
       which the Board of Directors adopts the resolution relating thereto.
 
      (c)  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.
<PAGE>
                                       35
 
                                   ARTICLE VII.
 
                                      OFFICES
 
   SECTION 1. REGISTERED OFFICE.   The registered office  of the Corporation  in
the  State of Delaware shall be in the City of Wilmington, County of New Castle,
and the registered agent of the  Corporation in said State is Corporation  Trust
Company of America. The Corporation's "principal office or place of business" in
said  State and its "resident agent" in said  State shall be deemed to mean said
registered office and registered agent, respectively.
 
   SECTION 2. OTHER OFFICES.  The Corporation  shall also have an office in  the
City  of Minneapolis, State of Minnesota, and  at such other places as the Board
of Directors may from time  to time appoint or  the business of the  Corporation
require.
 
                                 ARTICLE VIII.
 
                            DIVIDENDS, SURPLUS, ETC.
 
   Subject  to the provisions of law, of the Certificate of Incorporation of the
Corporation and of  these by-laws, the  Board of Directors  may declare and  pay
dividends  upon the  shares of stock  of the  Corporation either (a)  out of its
surplus as defined in and computed in accordance with the provisions of the laws
of the State of Delaware or (b) in  case there shall be no such surplus, out  of
its net profits for the fiscal year in which the dividend is declared and/or the
preceding  fiscal year, whenever,  and in such  amounts as, in  its opinion, the
condition of the affairs of the  Corporation shall render it advisable.  Subject
as  aforesaid, the Board of Directors in its discretion may use and apply any of
the surplus or  net profits of  the Corporation applicable  for such purpose  in
purchasing
<PAGE>
                                       36
 
or  acquiring  any of  the shares  of the  capital stock  of the  Corporation in
accordance with law,  or any  of its bonds,  debentures, notes,  scrip or  other
securities or evidences of indebtedness, or from time to time may set aside from
such  surplus or net profits such sum or sums as it, in its absolute discretion,
may think proper, as a reserve fund to meet contingencies, or for the purpose of
maintaining or increasing the  property or business of  the Corporation, or  for
any  other  purpose  it  may  think  conducive  to  the  best  interests  of the
Corporation.
 
                                  ARTICLE IX.
 
                                      SEAL
 
   The Board of Directors shall provide a corporate seal, which shall be in  the
form  of a  circle and  shall bear  the name  of the  Corporation and  words and
figures showing that it was  incorporated in the State  of Delaware in the  year
1927.
 
                                   ARTICLE X.
 
                             FISCAL YEAR AND AUDIT
 
   SECTION  1. FISCAL YEAR.  The fiscal year of the Corporation shall end on the
thirty-first day of December in each year.
 
   SECTION 2.  AUDIT OF  BOOKS AND  ACCOUNTS.   The books  and accounts  of  the
Corporation  shall be audited  at least once  in each fiscal  year, by certified
public accountants of good standing selected by the Board of Directors.
<PAGE>
                                       37
 
                                  ARTICLE XI.
 
                               WAIVER OF NOTICES
 
   Whenever any notice whatever is required to be given by these by-laws or  the
Certificate  of Incorporation of the Corporation or any of the corporate laws of
the State of  Delaware, a waiver  thereof in  writing, signed by  the person  or
persons  entitled  to  said notice,  whether  before  or after  the  time stated
therein, shall be deemed equivalent to notice.
 
                                  ARTICLE XII.
 
                        INCENTIVE COMPENSATION PAYMENTS
 
   As an  incentive to  efficient  and profitable  management, there  is  hereby
authorized  to be set aside for payment, for any fiscal year, beginning with the
year 1954,  as additional  compensation to  officers, heads  of departments  and
other executives and key employees of the Corporation and its subsidiaries whose
work  most affects the Corporation's earnings,  amounts which, in the aggregate,
shall not exceed  3% of  the consolidated  net income  during such  year of  the
Corporation  and its subsidiaries, before deducting Federal or state taxes based
on income and before  any provision for  such additional compensation,  provided
that  no such  additional compensation  shall be paid  for any  year unless cash
dividends shall be paid in that year  on the Common Stock of the Corporation  at
the  rate of  at least  $2 per  share as  constituted at  January 1,  1954. Such
consolidated net  income  shall  exclude,  to  the  extent  that  the  Committee
hereinafter mentioned shall in its discretion deem proper, the whole or any part
of  any  item of  unusual or  non-recurring income  or loss  not arising  in the
ordinary course of business. Such aggregate amounts of
<PAGE>
                                       38
 
additional compensation for  any fiscal year  shall be in  addition to  deferred
portions  of  additional  compensation authorized  for  a prior  year  or years.
Subject to the  foregoing limitations (which  shall not be  changed without  the
approval  of  the  holders  of  a  majority  of  the  outstanding  stock  of the
Corporation having  general  voting  power),  the  total  amount  of  additional
compensation,  if any, that may be authorized  for any year, the participants in
such additional compensation, the apportionment thereof among such  participants
and  the time or times of payment thereof  shall be determined by a Committee of
the Board of Directors consisting of not  less than three nor more than five  of
those  Directors who are not entitled to share in the payments or who shall have
advised the Board of Directors in writing that they irrevocably have elected not
to participate in the payments, as the Chairman of the Board of Directors  shall
appoint  to such Committee from time to time. Said Committee, which shall act by
a majority of its members,  shall be authorized to  determine that any award  to
any  participant for any year shall be paid at one time or to direct the payment
of all or any part  thereof in such deferred installments  over a period of  not
exceeding  ten  consecutive  years  commencing not  later  than  the  tenth year
following the  year for  which  the award  was made,  the  payment of  any  such
deferred  installments to be subject to such conditions, if any, with respect to
the continued employment of the participant, his refraining from competing  with
the  Corporation or otherwise, as the  Committee shall determine. Said Committee
shall also  be authorized  to  determine that  any payment  to  be made  to  any
participant  in any year shall be  made in cash or partly  in cash and partly in
Common Stock of the Corporation purchased  in the open market for that  purpose,
in  such proportions as  the Committee shall determine,  such stock being valued
for such purpose at  the mean price  thereof on the New  York Stock Exchange  on
such  date as the  Committee shall determine. The  total amount authorized under
this Article for
<PAGE>
                                       39
 
any year shall be reported to the  stockholders at or before the annual  meeting
of stockholders following such year. The provisions of this Article shall not be
deemed  to preclude such forms of  incentive compensation for other employees of
the Corporation  as shall  be  authorized from  time to  time  by the  Board  of
Directors.
 
                                 ARTICLE XIII.
 
                               NATIONAL EMERGENCY
 
   SECTION 1. DEFINITION AND APPLICATION.  For the purposes of this Article XIII
the  term "national  emergency" is defined  as an  emergency situation resulting
from an attack  upon the  United States, a  nuclear disaster  within the  United
States,  a  catastrophe, or  other  emergency condition,  as  a result  of which
attack, disaster, catastrophe or  emergency condition a quorum  of the Board  of
Directors  cannot readily be  convened for action. Persons  not directors of the
Corporation may conclusively rely upon a determination by the Board of Directors
of the Corporation, at a meeting held or purporting to be held pursuant to  this
Article  XIII that a national emergency as hereinabove defined exists regardless
of the  correctness of  such determination  made  or purporting  to be  made  as
hereinafter   provided.  During  the  existence  of  a  national  emergency  the
provisions of this Article XIII shall  become operative, but, to the extent  not
inconsistent  with such provisions, the other  provisions of these by-laws shall
remain in effect  during any  national emergency  and upon  its termination  the
provisions of this Article XIII shall cease to be operative.
 
   SECTION  2.  MEETINGS, ETC.    When it  is determined  in  good faith  by any
director that a  national emergency  exists, special  meetings of  the Board  of
Directors  may be called by such director. The director calling any such special
meeting shall  make  a  reasonable  effort to  notify  all  other  directors  of
<PAGE>
                                       40
 
the  time and place of such special meeting,  and such effort shall be deemed to
constitute the giving  of notice  of such  special meeting,  and every  director
shall  be deemed to have  waived any requirement, of  law or otherwise, that any
other notice of such special meeting be  given. At any such special meeting  two
directors  shall constitute a quorum for  the transaction of business including,
without limiting the generality hereof, the filling of vacancies among directors
and officers of the Corporation and the election of additional Vice  Presidents,
Assistant  Secretaries and  Assistant Treasurers. The  act of a  majority of the
directors present thereat shall be the act of the Board of Directors. If at  any
such  special meeting of the Board of Directors there shall be only one director
present, such director present may adjourn the meeting from time to time until a
quorum is obtained,  and no further  notice thereof  need be given  of any  such
adjournment.
 
   The  directors  present at  any such  special  meeting shall  make reasonable
effort to report any action taken  thereat to all absent directors, but  failure
to  give such report  shall not affect the  validity of the  action taken at any
such meeting. All directors, officers, employees and agents of, and all  persons
dealing  with, the Corporation,  if acting in good  faith, may conclusively rely
upon any action taken at any such special meeting.
 
   SECTION 3. AMENDMENT.  The Board of Directors shall have the power to  alter,
amend,  or  repeal any  of these  by-laws by  the affirmative  vote of  at least
two-thirds (2/3) of the directors present at any special meeting attended by two
(2) or more directors  and held in  the manner prescribed in  Section 2 of  this
Article,  if it is determined  in good faith by  said two-thirds (2/3) that such
alteration, amendment or repeal  would be conducive to  the proper direction  of
the Corporation's affairs.
<PAGE>
                                       41
 
   SECTION  4. CHIEF EXECUTIVE OFFICER.  If,  during the existence of a national
emergency, the Chairman  of the Board  of Directors of  the Corporation  becomes
incapacitated,  cannot by reasonable effort be located or otherwise is unable or
unavailable to perform the duties of his office, the Vice Chairman of the  Board
of Directors of the Corporation is hereby designated as Chairman of the Board of
Directors.  If  the  Vice  Chairman  of the  Board  of  Directors  is  unable or
unavailable to perform the duties of the Chairman of the Board, unless otherwise
determined by the Board of Directors  in accordance with the provisions of  this
Article  XIII,  the  senior  available  officer  of  the  Corporation  is hereby
designated as  Chairman  of the  Board  of  Directors of  the  Corporation,  the
seniority of such officer to be determined in order of rank of office and within
the  same rank by  the date on which  he was first elected  or appointed to such
office.
 
   SECTION 5. SUBSTITUTE  DIRECTORS.   To the  extent required  to constitute  a
quorum at any meeting of the Board of Directors during a national emergency, the
officers of the Corporation who are present shall be deemed, in order of rank of
office  and within  the same rank  in order  of election or  appointment to such
offices, directors for such meeting.
 
                                  ARTICLE XIV.
 
                                   AMENDMENTS
 
   The Board of Directors of the Corporation is expressly authorized (except  as
otherwise  provided in  these by-laws) to  make by-laws for  the Corporation and
from time to time  to alter or repeal  by-laws so made but  the by-laws made  or
altered by the Board of Directors may be altered or repealed by the stockholders
at  any annual or special meeting thereof,  provided that notice of the proposal
so to alter or repeal such by-laws be included in the notice of such meeting.