Exhibit
      99.1


**BY-LAWS
                  OF THE COCA-COLA COMPANY****AS
                  AMENDED AND RESTATED THROUGH OCTOBER 20,
                  2005**
  **ARTICLE
        I**
  **SHAREHOLDERS:**
  Section
        1. Place,
        Date and Time of Holding Annual Meetings. Annual
        meetings of shareholders shall be held at such place, date and time as shall
        be
        designated from time to time by the Board of Directors. In the absence of
        a
        resolution adopted by the Board of Directors establishing such place, date
        and
        time, the annual meeting shall be held at 1209 Orange Street, Wilmington,
        Delaware, on the third Wednesday in April of each year at 9:00 A.M. (local
        time).
  Section
        2. Voting. Each
        outstanding share of common stock of the Company is entitled to one vote
        on each
        matter submitted to a vote. Directors shall be elected by plurality votes
        cast
        in the election for such directors. All other action shall be authorized
        by a
        majority of the votes cast unless a greater vote is required by the laws
        of
        Delaware. A shareholder may vote in person or by proxy authorized by an
        instrument in writing or by a transmission permitted by law filed in accordance
        with the procedures established for the meeting. Any copy, facsimile
        telecommunication or other reliable reproduction of the writing or transmission
        created pursuant to this section may be substituted or used in lieu of the
        original writing or the transmission that could be used, provided that such
        copy, facsimile telecommunication or other reproduction shall be a complete
        reproduction of the entire original writing or transmission.
  Section
        3. Quorum. The
        holders of a majority of the issued and outstanding shares of capital stock
        of
        the Company, present in person or represented by proxy, shall constitute
        a
        quorum at all meetings of shareholders. Where a separate vote by a class
        or
        classes or series is required, a majority of the shares of such class or
        classes
        or series present in person or represented by proxy shall constitute a quorum
        entitled to take action with respect to that vote on that matter.
  Section
        4. Adjournment
        of Meetings. In the
        absence of a quorum or for any other reason, the chairman of the meeting
        may
        adjourn the meeting from time to time. If the adjournment is not for more
        than
        thirty days, the adjourned meeting may be held without notice other than
        an
        announcement at the meeting. If the adjournment is for more than thirty days,
        or
        if a new record date is fixed for the adjourned meeting, a notice of the
        adjourned meeting shall be given to each shareholder of record entitled to
        vote
        at such meeting. At any such adjourned meeting at which a quorum is present,
        any
        business may be transacted which might have been transacted at the meeting
        originally called.
   1
   Section
        5. Special
        Meetings. Special
        meetings of the shareholders for any purpose or purposes may be called by
        the
        Board of Directors, the Chairman of the Board of Directors or the President.
        Special meetings shall be held at the place, date and time fixed by the
        Secretary.
  Section
        6. Notice
        of Shareholders Meeting. Notice,
        stating the place, date, hour and purpose of the annual or special meeting
        shall
        be given by the Secretary not less than ten nor more than sixty days before
        the
        date of the meeting to each shareholder entitled to vote at such
        meeting.
  Section
        7. Organization. The
        Chairman of the Board of Directors shall preside at all meetings of
        shareholders. In the absence of, or in case of a vacancy in the office of,
        the
        Chairman of the Board of Directors, the President, or in his absence or in
        the
        event that the Board of Directors has not selected a President, any Senior
        Executive Vice President, Executive Vice President, Senior Vice President
        or
        Vice President in order of seniority as specified in this sentence, and,
        within
        each classification of office in order of seniority in time in that office,
        shall preside. The Secretary of the Company shall act as secretary at all
        meetings of the shareholders and in the Secretary's absence, the chairman
        of the
        meeting may appoint a secretary.
  The
        Board
        of Directors of the Company shall be entitled to make such rules or regulations
        for the conduct of meetings of shareholders as it shall deem necessary,
        appropriate or convenient. Subject to such rules and regulations of the Board
        of
        Directors, if any, the chairman of the meeting shall have the right and the
        authority to prescribe such rules, regulations and procedures and to do all
        such
        acts as, in the judgment of such chairman, are necessary, appropriate or
        convenient for the proper conduct of the meeting, including, without limitation,
        establishing (i) an agenda or order of business for the meeting, (ii) rules
        and
        procedures for maintaining order at the meeting and the safety of those present,
        (iii) limitations on participation in such meetings to shareholders of record
        of
        the Company and their duly authorized and constituted proxies, and such other
        persons as the chairman of the meeting shall permit, (iv) restrictions on
        entries to the meeting after the time affixed for the commencement thereof,
        (v)
        limitations on the time allotted to the questions or comments by participants
        and (vi) regulation of the opening and closing of the polls for balloting
        and
        matters which are to be voted on by ballot. Unless and to the extent determined
        by the Board of Directors or the chairman of the meeting, meetings of
        shareholders shall not be required to be held in accordance with rules of
        parliamentary procedure.
  Section
        8. Inspectors
        of Election. All
        votes by ballot at any meeting of shareholders shall be conducted by such
        number
        of inspectors of election as are appointed for that purpose by the Company.
        The
        Company may designate one or more alternate inspectors to replace any inspector
        who fails to act. If no inspector or alternate is able to act at a meeting
        of
        stockholders, the person presiding at the meeting may, and to the extent
        required by law, shall, appoint one or more inspectors to act at the meeting.
        Each inspector, before entering upon the discharge of his or her duties,
        shall
        take and sign an oath faithfully to execute the duties of inspector with
        strict
        impartiality and according to
   2
  the
        best
        of his or her ability. Every vote taken by ballots shall be counted by a
        duly
        appointed inspector or inspectors.
  Section
        9. Record
        Date. The
        Board of Directors, in order to determine the shareholders entitled to notice
        of
        or to vote at any meeting of shareholders or any adjournment thereof, or
        entitled to take action by written consent, or entitled to receive payment
        of
        any dividend or other distribution or allotment of any rights or entitled
        to
        exercise any rights in respect of any change, conversion or exchange of stock
        or
        for the purpose of any other lawful action, shall fix in advance a record
        date
        which shall not be more than sixty nor less than ten days before the date
        of
        such meeting, nor more than sixty days prior to any other action and in such
        case only such shareholders as shall be shareholders of record on the date
        so
        fixed, shall be entitled to such notice of or to vote at such meeting or
        any
        adjournment thereof, or entitled to take action by written consent, or be
        entitled to receive payment of any such dividend or other distribution or
        allotment of any rights or be entitled to exercise any such rights in respect
        of
        stock or to take any such other lawful action, as the case may be,
        notwithstanding any transfer of any stock on the books of the Company after
        any
        such record date fixed as aforesaid.
  Section
        10. Notice
        of Shareholder Proposals. At any
        annual or special meeting of shareholders, only such business shall be conducted
        as shall have been properly brought before the meeting. To be properly brought
        before an annual or special meeting, business must be: (A) specified in the
        notice of meeting (or any supplement thereto) given by or at the direction
        of
        the Board of Directors, (B) otherwise properly brought before the meeting
        by or
        at the direction of the Board of Directors, or (C) otherwise properly brought
        before the meeting by a shareholder. In order for business to be properly
        brought before an annual meeting by a shareholder, the shareholder must have
        given timely notice thereof in writing to the Secretary of the Company and
        such
        proposal must be a proper matter for shareholder action under the General
        Corporation Law of the State of Delaware. To be timely, a shareholder's notice
        must be delivered to or mailed and received at the principal executive offices
        of the Company not later than the close of business on the one hundred twentieth
        (120th) calendar day prior to the first anniversary of the preceding year's
        annual meeting; provided, however, that in the event no annual meeting was
        held
        in the previous year or the date of the annual meeting has been changed by
        more
        than thirty (30) days notice by the shareholder to be timely must be so received
        not later than the close of business on the later of one hundred twenty (120)
        calendar days in advance of such annual meeting or ten (10) calendar days
        following the date on which public announcement of the date of the meeting
        is
        first made. A shareholder's notice to the Secretary shall set forth as to
        each
        matter the shareholder 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 address, as they appear on the Company's books, of the shareholder proposing
        such business, (iii) the class and number of shares of the Company which
        are
        beneficially owned by the shareholder, (iv) any material interest of the
        shareholder in such business, and (v) any other information that is required
        to
        be provided by the shareholder pursuant to Regulation 14A under the Securities
        Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a
        proponent to a shareholder proposal.
   3
  Notwithstanding
        the foregoing, in order to include information with respect to a shareholder
        proposal in the proxy statement and form of proxy for a shareholders' meeting,
        shareholders must provide notice as required by the regulations promulgated
        under the 1934 Act. Notwithstanding anything in these By-Laws to the contrary,
        no business shall be conducted at any annual meeting except in accordance
        with
        the procedures set forth in this Section 10. The chairman of the meeting
        shall,
        if the facts warrant, determine and declare at the meeting that business
        was not
        properly brought before the meeting and in accordance with the provisions
        of
        this Section 10, and, if he should so determine, he shall so declare at the
        meeting that any such business not properly brought before the meeting shall
        not
        be transacted.
  Section
        11. Election
        of Directors. Only
        persons who are nominated in accordance with the procedures set forth in
        this
        Section 11 shall be eligible for election as directors. Nominations of persons
        for election to the Board of Directors of the Company may be made (i) at
        an
        annual or special meeting of shareholders by or at the direction of the Board
        of
        Directors or (ii) at an annual meeting by any shareholder of the Company
        entitled to vote in the election of directors at the meeting who complies
        with
        the notice procedures set forth in this Section 11. Such nominations, other
        than
        those made by or at the direction of the Board of Directors, shall be made
        pursuant to timely notice in writing to the Secretary of the Company in
        accordance with the provisions of Section 10. Such shareholder's notice shall
        set forth (i) as to each person, if any, whom the shareholder proposes to
        nominate for election or re-election as a director: (A) the name, age, business
        address and residence address of such person, (B) the principal occupation
        or
        employment of such person, (C) the class and number of shares of the Company
        which are beneficially owned by such person, (D) a description of all
        arrangements or understandings between the shareholder and each nominee or
        any
        other person or persons (naming such person or persons) pursuant to which
        the
        nominations are to be made by the shareholder, and (E) any other information
        relating to such person that is required to be disclosed in solicitations
        of
        proxies for elections of directors, or is otherwise required, in each case
        pursuant to Regulation 14A under the 1934 Act (including, without limitation,
        such person's written consent to being named in the proxy statement, if any,
        as
        a nominee and to serving as a director if elected); and (ii) as to such
        shareholder giving notice, the information required to be provided pursuant
        to
        Section 10. At the request of the Board of Directors, any person nominated
        by a
        shareholder for election as a director shall furnish to the Secretary of
        the
        Company that information required to be set forth in the shareholder's notice
        of
        nomination which pertains to the nominee. No person shall be eligible for
        election as a director of the Company unless nominated in accordance with
        the
        procedures set forth in this Section 11. The chairman of the meeting shall,
        if
        the facts warrant, determine and declare at the meeting that nomination was
        not
        made in accordance with the procedures prescribed by these By-Laws, and if
        he
        should so determine, he shall so declare at the meeting, and the defective
        nomination shall be disregarded.
   4
   **ARTICLE
        II**
  **DIRECTORS:**
  Section
        1. Number
        and Term and Classes of Directors. The
        whole Board of Directors shall consist of not less than ten (10) nor more
        than
        twenty (20) members, the exact number to be set from time to time by the
        Board
        of Directors. No decrease in the number of directors shall shorten the term
        of
        any incumbent director. In absence of the Board of Directors setting the
        number
        of directors, the number shall be 20. The Board of Directors shall be elected
        each year, at the annual meeting of shareholders, to hold office until the
        next
        annual meeting and until their successors are elected and
        qualified.
  Section
        2. Regular
        Meetings. Regular
        meetings of the Board of Directors shall be held at such times as the Board
        of
        Directors may determine from time to time.
  Section
        3. Special
        Meetings. Special
        meetings of the Board of Directors may be called by the Chairman of the Board
        of
        Directors, the Secretary or by a majority of the directors by written request
        to
        the Secretary.
  Section
        4. Notice
        of Meetings. The
        Secretary shall give notice of all meetings of the Board of Directors by
        mailing
        the notice at least three days before each meeting or by telegraphing or
        telephoning the directors, or sending notice to the directors by facsimile
        or
        other electronic transmission, not later than one day before the meeting.
        The
        notice shall state the time, date and place of the meeting, which shall be
        determined by the Chairman of the Board of Directors, or, in absence of the
        Chairman, by the Secretary of the Company, unless otherwise determined by
        the
        Board of Directors by action taken prior to the meeting.
  Section
        5. Quorum
        and Voting. A
        majority of the directors holding office shall constitute a quorum for the
        transaction of business. Except as otherwise specifically required by Delaware
        law or by the Certificate of Incorporation of the Company or by these By-Laws,
        any action required to be taken shall be authorized by a majority of the
        directors present at any meeting at which a quorum is present.
  Section
        6. Participation
        in Meetings; Action by Unanimous Consent. Members
        of the Board of Directors, or any committee thereof, may participate in a
        meeting of the Board of Directors or any committee thereof by means of
        conference telephone or other communications equipment by means of which
        all
        persons participating in the meeting can hear each other and such participation
        shall constitute presence in person at such meeting. Action may be taken
        by the
        Board of Directors without a meeting if all members thereof consent thereto
        in
        writing or by electronic transmission, and the writing or writings or electronic
        transmission or transmissions are filed with the minutes of the proceedings
        of
        the Board of Directors. Such filing shall be in paper form if the
        minutes
   5
   are
        maintained in paper form and shall be in electronic form if the minutes are
        maintained in electronic form.
  Section
        7. General
        Powers of Directors. The
        business and affairs of the Company shall be managed under the direction
        of the
        Board of Directors.
  Section
        8. Chairman. At all
        meetings of the Board of Directors, the Chairman of the Board of Directors
        shall
        preside and in the absence of, or in the case of a vacancy in the office
        of, the
        Chairman of the Board of Directors, a chairman selected by the Chairman of
        the
        Board of Directors or, if he fails to do so, by the directors, shall
        preside.
  Section
        9. Compensation
        of Directors. Directors and members of any committee of the Board of Directors shall be
        entitled to such reasonable compensation and fees for their services as shall
        be
        fixed from time to time by resolution of the Board of Directors and shall
        also
        be entitled to reimbursement for any reasonable expenses incurred in attending
        meetings of the Board of Directors and any committee thereof, except that
        a
        director who is an officer or employee of the Company shall receive no
        compensation or fees for serving as a director or a committee
        member.
  Section
        10. Qualification
        of Directors. Any
        director who was elected or re-elected because he or she was an officer of
        the
        Company at the time of that election or the most recent re-election shall
        resign
        as a member of the Board of Directors simultaneously when he or she ceases
        to be
        an officer of the Company.
  **ARTICLE
        III**
  **COMMITTEES
        OF THE BOARD OF DIRECTORS:**
  Section
        1. Committees
        of the Board of Directors. The
        Board of Directors shall designate an Audit Committee, a Compensation Committee
        and a Committee on Directors and Corporate Governance, and whatever other
        committees the Board of Directors deems advisable, each of which shall have
        and
        may exercise the powers and authority of the Board of Directors to the extent
        provided in the charters of each committee adopted by the Board of Directors
        in
        one or more resolutions.
  The
        Chairman of the Board shall have the power and authority of a committee of
        the
        Board of Directors for purposes of taking any action which the Chairman of
        the
        Board is authorized to take under the provisions of this Article.
  Section
        2. Election
        of Committee Members. The
        members of each committee shall be elected by the Board of Directors and
        shall
        serve until the first meeting of the Board of Directors after the annual
        meeting
        of shareholders and until their successors are elected and qualified or until
        the members' earlier resignation or removal. The Board of Directors may
        designate the Chairman and Vice Chairman of each committee. Vacancies may
        be
        filled by the Board of Directors at any meeting.
   6
   The
        Chairman of the Board may designate one or more directors to serve as an
        alternate member or members at any committee meeting to replace any absent
        or
        disqualified member, such alternate or alternates to serve for that committee
        meeting only, and the Chairman of the Board may designate a committee member
        as
        acting chairman of that committee, in the absence of the elected committee
        chairman, to serve for that committee meeting only.
  Section
        3. Procedure/Quorum/Notice. The
        Committee Chairman, Vice Chairman or a majority of any committee may call
        a
        meeting of that committee. A quorum of any committee shall consist of a majority
        of its members unless otherwise provided by resolution of the Board of
        Directors. The majority vote of a quorum shall be required for the transaction
        of business. The secretary of the committee or the chairman of the committee
        shall give notice of all meetings of the committee by mailing the notice
        to the
        members of the committee at least three days before each meeting or by
        telegraphing or telephoning the members or sending the notice to members
        by
        facsimile or other electronic transmission, not later than one day before
        the
        meeting. The notice shall state the time, date and place of the meeting.
        Each
        committee shall fix its other rules of procedure. Action may be taken by
        any
        committee without a meeting if all members thereof consent thereto in writing
        or
        by electronic transmission, and the writing or writings or electronic
        transmission or transmissions are filed with the minutes of the proceedings
        of
        such committee. Such filing shall be in paper form if the minutes are maintained
        in paper form and shall be in electronic form if the minutes are maintained
        in
        electronic form.
  **ARTICLE
        IV**
  **NOTICE
        AND WAIVER OF NOTICE:**
  Section
        1. Notice. Any
        notice required to be given to shareholders or directors under these By-Laws,
        the Certificate of Incorporation or by law may be given by mailing the same,
        addressed to the person entitled thereto, at such person's last known post
        office address and such notice shall be deemed to be given at the time of
        such
        mailing. Without limiting the manner by which notice otherwise may be given
        effectively to shareholders, any notice to shareholders may be given by
        electronic transmission in the manner provided in Section 232 of the Delaware
        General Corporation Law.
  Section
        2. Waiver
        of Notice. Whenever
        any notice is required to be given under these By-Laws, the Certificate of
        Incorporation or by law, a written waiver thereof, signed by the person entitled
        to notice, or a waiver given by such person by electronic transmission, whether
        before or after the time stated therein, shall be deemed equivalent to notice.
        Attendance of a person at a meeting shall constitute a waiver of notice of
        such
        meeting, except when the person attends a meeting for the express purpose
        of
        objecting, at the beginning of the meeting, to the transaction of any business
        because the meeting is not lawfully called or convened. Neither the business
        to
        be transacted at, nor the purpose of any regular or special meeting of the
        shareholders, directors or a committee of directors need be specified in
        any
        written waiver of notice.
   7
  ARTICLE
        V
  **OFFICERS:**
  Section
        1. Officers
        of the Company. The
        officers of the Company shall be selected by the Board of Directors and shall
        be
        a Chairman of the Board of Directors, one or more Vice Presidents, a Secretary
        and a Treasurer. The Board of Directors may elect a Vice Chairman, President
        and
        a Controller and one or more of the following: Senior Executive Vice President,
        Executive Vice President, Senior Vice President, Assistant Vice President,
        Assistant Secretary, Associate Treasurer, Assistant Treasurer, Associate
        Controller and Assistant Controller. Two or more offices may be held by the
        same
        person.
  The
        Company may have a General Counsel who shall be appointed by the Board of
        Directors and shall have general supervision of all matters of a legal nature
        concerning the Company, unless the Board of Directors has also appointed
        a
        General Tax Counsel, in which event the General Tax Counsel shall have general
        supervision of all tax matters of a legal nature concerning the
        Company.
  The
        Company may have a Chief Financial Officer who shall be appointed by the
        Board
        of Directors and shall have general supervision over the financial affairs
        of
        the Company. The Company may also have a Chief of Internal Audits who shall
        be
        appointed by the Board of Directors.
  Section
        2. Election
        of Officers. At the
        first meeting of the Board of Directors after each annual meeting of
        shareholders, the Board of Directors shall elect the officers. From time
        to time
        the Board of Directors may elect other officers.
  Section
        3. Tenure
        of Office; Removal. Each
        officer shall hold office until the first meeting of the Board of Directors
        after the annual meeting of shareholders following the officer's election
        and
        until the officer's successor is elected and qualified or until the officer's
        earlier resignation or removal. Each officer shall be subject to removal
        at any
        time, with or without cause, by the affirmative vote of a majority of the
        entire
        Board of Directors.
  Section
        4. Chairman
        of the Board of Directors. The
        Chairman of the Board of Directors shall be the Chief Executive Officer of
        the
        Company and, subject to the overall direction and supervision of the Board
        of
        Directors and committees thereof, shall be in general charge of the affairs
        of
        the Company; and shall consult and advise with the Board of Directors and
        committees thereof on the business and the affairs of the Company. The Chairman
        of the Board of Directors shall have the power to make and execute contracts
        and
        other instruments, including powers of attorney, on behalf of the Company
        and to
        delegate such power to others.
  Section
        5. President. The
        Board of Directors may select a President who shall have such powers and
        perform
        such duties as may be assigned by the Board of Directors or by the
  8
  Chairman
        of the Board of Directors. In the absence or disability of the President,
        his or
        her duties shall be performed by such Vice Presidents as the Chairman of
        the
        Board of Directors or the Board of Directors may designate. The President
        shall
        also have the power to make and execute contracts on the Company's behalf
        and to
        delegate such power to others.
  Section
        6. Vice
        Presidents. Each
        Senior Executive Vice President, Executive Vice President, Senior Vice President
        and Vice President shall have such powers and perform such duties as may
        be
        assigned to the officer by the Board of Directors or by the Chairman of the
        Board of Directors or the President.
  Section
        7. Secretary. The
        Secretary shall keep minutes of all meetings of the shareholders and of the
        Board of Directors, and shall keep, or cause to be kept, minutes of all meetings
        of committees of the Board of Directors, except where such responsibility
        is
        otherwise fixed by the Board of Directors. The Secretary shall issue all
        notices
        for meetings of the shareholders and Board of Directors and shall have charge
        of
        and keep the seal of the Company and shall affix the seal attested by the
        Secretary's signature to such instruments as may properly require same. The
        Secretary shall cause to be kept such books and records as the Board of
        Directors, the Chairman of the Board of Directors or the President may require;
        and shall cause to be prepared, recorded, transferred, issued, sealed and
        cancelled certificates of stock as required by the transactions of the Company
        and its shareholders. The Secretary shall attend to such correspondence and
        such
        other duties as may be incident to the office of the Secretary or assigned
        by
        the Board of Directors, the Chairman of the Board of Directors, or the
        President.
  In
        the
        absence of the Secretary, an Assistant Secretary is authorized to assume
        the
        duties herein imposed upon the Secretary.
  Section
        8. Treasurer. The
        Treasurer shall perform all duties and acts incident to the position of
        Treasurer, shall have custody of the Company funds and securities, and shall
        deposit all money and other valuable effects in the name and to the credit
        of
        the Company in such depositories as may be designated by the Board of Directors.
        The Treasurer shall disburse the funds of the Company as may be authorized,
        taking proper vouchers for such disbursements, and shall render to the Board
        of
        Directors, whenever required, an account of all the transactions of the
        Treasurer and of the financial condition of the Company. The Treasurer shall
        vote all of the stock owned by the Company in any corporation and may delegate
        this power to others. The Treasurer shall perform such other duties as may
        be
        assigned to the Treasurer and shall report to the Chief Financial Officer
        or, in
        the absence of the Chief Financial Officer, to the Chairman of the Board
        of
        Directors.
  In
        the
        absence of the Treasurer, an Assistant Treasurer is authorized to assume
        the
        duties herein imposed upon the Treasurer.
   9
  Section
        9. Controller. The
        Board of Directors may select a Controller who shall keep or cause to be
        kept in
        the books of the Company provided for that purpose a true account of all
        transactions and of the assets and liabilities of the Company. The Controller
        shall prepare
        and submit to the Chief Financial Officer or, in the absence of the Chief
        Financial Officer, to the Chairman of the Board of Directors, such financial
        statements and schedules as may be required to keep the Chief Financial Officer
        and the Chairman of the Board of Directors currently informed of the operations
        and financial condition of the Company, and perform such other duties as
        may be
        assigned by the Chief Financial Officer or the Chairman of the Board of
        Directors.
  In
        the
        absence of the Controller, an Assistant Controller is authorized to assume
        the
        duties herein imposed upon the Controller.
  Section
        10. Chief
        of Internal Audits. The
        Board of Directors may select a Chief of Internal Audits, who shall cause
        to be
        performed, and have general supervision over, auditing activities of the
        financial transactions of the Company, including the coordination of such
        auditing activities with the independent accountants of the Company and who
        shall perform such other duties as may be assigned to him from time to time.
        The
        Chief of Internal Audits shall report to the Chief Financial Officer or,
        in the
        absence of the Chief Financial Officer, to the Chairman of the Board of
        Directors. From time to time at the request of the Audit Committee, the Chief
        of
        Internal Audits shall inform that committee of the auditing activities of
        the
        Company.
  Section
        11. Assistant
        Vice Presidents. The
        Company may have Assistant Vice Presidents who shall be appointed by a committee
        whose membership shall include one or more executive officers of the Company
        (the "Committee"). Each such Assistant Vice President shall have such powers
        and
        shall perform such duties as may be assigned from time to time by the Committee,
        the Chairman of the Board of Directors, the President or any Vice President,
        and
        which are not inconsistent with the powers and duties granted and assigned
        by
        these By-Laws or the Board of Directors. Assistant Vice Presidents appointed
        by
        the Committee shall be subject to removal at any time, with or without cause,
        by
        the Committee. Annually the Committee shall report to the Board of Directors
        who
        it has appointed to serve as Assistant Vice Presidents and their respective
        responsibilities.
  **ARTICLE
        VI**
  **RESIGNATIONS:
        FILLING OF VACANCIES:**
  Section
        1. Resignations. Any
        director, member of a committee, or officer may resign at any time. Such
        resignation shall be made by notice to the Chairman of the Board of Directors
        or
        the Secretary given in writing or by electronic transmission and shall take
        effect at the time specified therein, and, if no time be specified, at the
        time
        of its receipt by the Chairman of the Board of Directors or the Secretary.
        The
        acceptance of a resignation shall not be necessary to make it
        effective.
  10
  Section
        2. Filling
        of Vacancies. If the
        office of any director becomes vacant, the directors in office, although
        less
        than a quorum, or, if the number of directors is increased, the directors
        in
        office, may elect any qualified person to fill such vacancy. In the case
        of a
        vacancy in the office of a director caused by an increase in the number of
        directors, the person so elected shall hold office until the next annual
        meeting
        of shareholders, or until his successor shall be elected and qualified. In
        the
        case of a vacancy in the office of a director resulting otherwise than from
        an
        increase in the number of directors, the person so elected to fill such vacancy
        shall hold office for the unexpired term of the director whose office became
        vacant. If the office of any officer becomes vacant, the Chairman of the
        Board
        of Directors may appoint any qualified person to fill such vacancy temporarily
        until the Board of Directors elects any qualified person for the unexpired
        portion of the term. Such person shall hold office for the unexpired term
        and
        until the officer's successor shall be duly elected and qualified or until
        the
        officer's earlier resignation or removal.
  **ARTICLE
        VII**
  **INDEMNIFICATION:**
  Section
        1. Indemnification
        of Directors, Officers, Employees and Agents. The
        Company shall indemnify any person who was or is a party or is threatened
        to be
        made a party to any threatened, pending or completed action, suit or proceeding,
        whether civil, criminal, administrative or investigative (other than an action
        by or in the right of the Company) by reason of the fact that he is or was
        a
        director, officer, employee or agent of the Company, or is or was serving
        at the
        request of the Company as a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other enterprise, against
        expenses (including attorneys' fees), judgments, fines and amounts paid in
        settlement actually and reasonably incurred by him in connection with such
        action, suit or proceeding if he acted in good faith and in a manner he
        reasonably believed to be in or not opposed to the best interest of the Company,
        and, with respect to any criminal action or proceeding, had no reasonable
        cause
        to believe his conduct was unlawful. The termination of any action, suit
        or
        proceeding by judgment, order, settlement, conviction, or upon a plea of
        nolo
        contendere or its equivalent, shall not, of itself, create a presumption
        that
        the person did not act in good faith and in a manner which he reasonably
        believed to be in or not opposed to the best interest of the Company, and
        with
        respect to any criminal action or proceeding, had reasonable cause to believe
        that his conduct was unlawful.
  The
        Company shall indemnify any person who was or is a party or is threatened
        to be
        made a party to any threatened, pending or completed action or suit by or
        in the
        right of the Company to procure a judgment in its favor by reason of the
        fact
        that he is or was a director, officer, employee or agent of the Company,
        or is
        or was serving at the request of the Company, as a director, officer, employee
        or agent of another corporation, partnership, joint venture, trust or other
        enterprise against expenses (including attorneys' fees) actually and reasonably
        incurred by him in connection with the defense or settlement of such action
        or
        suit if he acted in good faith and in a manner he reasonably
  11
  believed
        to be in or not opposed to the best interests of the Company and except that
        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 Company 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 shall deem proper.
  Notwithstanding
        the foregoing, except with respect to a proceeding to enforce rights to
        indemnification or advancement of expenses under this Article VII, the Company
        shall be required to indemnify a person under this Article VII in connection
        with a proceeding (or part thereof) initiated by such person only if such
        proceeding (or part thereof) was authorized by the Board of
        Directors.
  Section
        2. Expenses. To the
        extent that a director, officer, employee or agent of the Company has been
        successful on the merits or otherwise, in whole or in part, in defense of
        any
        action, suit or proceeding referred to in Section 1 or in defense of any
        claim,
        issue or matter therein, he shall be indemnified against expenses (including
        attorneys' fees) actually and reasonably incurred by him in connection
        therewith. The entitlement to expenses under this Section 2 shall include
        any
        expenses incurred by a director, officer, employee or agent of the Company
        in
        connection with any action, suit or proceeding brought by such director,
        officer, employee or agent to enforce a right to indemnification or payment
        of
        expenses under this Article. If successful in whole or in part in any such
        action, suit or proceeding, or in any action, suit or proceeding brought
        by the
        Company to recover a payment of expenses pursuant to the terms of an undertaking
        provided in accordance with Section 4, the director, officer, employee or
        agent
        also shall be entitled to be paid the expense of prosecuting or defending
        such
        action, suit or proceeding.
  Section
        3. Procedure
        for Receiving Indemnification. To
        receive indemnification under this By-Law, a director, officer, employee
        or
        agent of the Company shall submit to the Company a written request, including
        therein or therewith such documentation and information as is reasonably
        available to him and reasonably necessary to determine his entitlement to
        indemnification. Upon receipt by the Company of a written request for
        indemnification, a determination, if required by applicable law, with respect
        to
        a claimant's request shall be made: (1) by the Board of Directors by a majority
        vote of a quorum consisting of directors who were not parties to such action,
        suit or proceeding, even though less than a quorum; or (2) by a committee
        of
        such directors designated by majority vote of such directors, even though
        less
        than a quorum; or (3) if there are no such directors, or if such directors
        so
        direct, by independent legal counsel in a written opinion; or (4) by the
        shareholders. The determination of a claimant's entitlement to indemnification
        shall be made within a reasonable time, and in any event within no more than
        60
        days, after receipt by the Company of a written request for indemnification,
        together with the supporting documentation required by this Section. The
        burden
        of establishing that a claimant is not entitled to be indemnified under this
        Article or otherwise shall be on the Company.
   12
   Section
        4. Payment
        of Expenses. Expenses
        incurred in defending a civil or criminal action, suit or proceeding shall
        be
        paid by the Company in advance of the final disposition of such action, suit
        or
        proceeding within 30 days after receipt by the Company of a statement requesting
        payment of such expenses. Such statement shall evidence the expenses incurred
        by
        the claimant and shall include an undertaking by or on behalf of the claimant
        to
        repay such expenses if it shall ultimately be determined, by final judicial
        decision from which there is no further right to appeal, that he is not entitled
        to be indemnified by the Company as authorized by this Article. The burden
        of
        establishing that a claimant is not entitled to payment of expenses under
        this
        Article or otherwise shall be on the Company. Any such payment shall not
        be
        deemed to be a loan or extension or arrangement of credit by or on behalf
        of the
        Company.
  Section
        5. Provisions
        Non-Exclusive; Survival of Rights. The
        indemnification and payment of expenses provided by or granted pursuant to
        this
        Article shall not be deemed exclusive of any other rights to which those
        indemnified or those who receive payment of expenses may be entitled under
        any
        By-Law, agreement, vote of shareholders or disinterested directors or otherwise,
        both as to action in an official capacity and as to action in another capacity
        while holding such office, and shall continue as to a person who has ceased
        to
        be a director, officer, employee or agent and shall inure to the benefit
        of the
        heirs, executors and administrators of such a person.
  Section
        6. Insurance. The
        Company shall have power to purchase and maintain insurance on behalf of
        any
        person who is or was a director, officer, employee or agent of the Company,
        or
        is or was serving at the request of the Company as a director, officer, employee
        or agent of another corporation, partnership, joint venture, trust or other
        enterprise against any liability asserted against him and incurred by him
        in any
        such capacity, or arising out of his status as such, whether or not the Company
        would have the power to indemnify him against such liability under the
        provisions of this Article.
  Section
        7. Authority
        to Enter into Indemnification Agreements. The
        Company shall have the power to enter into contracts with any director, officer,
        employee or agent of the Company in furtherance of the provisions of this
        Article to provide for the payment of such amounts as may be appropriate,
        in the
        discretion of the Board of Directors, to effect indemnification and payment
        of
        expenses as provided in this Article.
  Section
        8. Effect
        of Amendment. Any
        amendment, repeal or modification of this Article shall not adversely affect
        any
        right or protection existing at the time of such amendment, repeal or
        modification in respect of any act or omission occurring prior to such
        amendment, repeal or modification.
  Section
        9. No
        Duplication of Payments. The
        Company's obligation, if any, to indemnify or pay expenses to any person
        under
        this Article shall be reduced to the extent such person has otherwise received
        payment (under any insurance policy, indemnity clause, bylaw, agreement,
        vote or
        otherwise).
   13
   **ARTICLE
        VIII**
  **CAPITAL
        STOCK:**
  Section
        1. Form
        and Execution of Certificates. The
        certificates of shares of the capital stock of the Company shall be in such
        form
        as shall be approved by the Board of Directors. The certificates shall be
        signed
        by the Chairman of the Board of Directors or the President, or a Vice President,
        and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
        Treasurer. Each certificate of stock shall certify the number of shares owned
        by
        the shareholder in the Company.
  A
        facsimile of the seal of the Company may be used in connection with the
        certificates of stock of the Company, and facsimile signatures of the officers
        named in this Section may be used in connection with said certificates. In
        the
        event any officer whose facsimile signature has been placed upon a certificate
        shall cease to be such officer before the certificate is issued, the certificate
        may be issued with the same effect as if such person was an officer at the
        date
        of issue.
  Section
        2. Record
        Ownerships. All
        certificates shall be numbered appropriately and the names of the owners,
        the
        number of shares and the date of issue shall be entered in the books of the
        Company. The Company shall be entitled to treat the holder of record of any
        share of stock as the holder in fact thereof and accordingly shall not be
        bound
        to recognize any equitable or other claim to or interest in any share on
        the
        part of any other person, whether or not it shall have express or other notice
        thereof, except as required by the laws of Delaware.
  Section
        3. Transfer
        of Shares. Upon
        surrender to the Company or to a transfer agent of the Company of a certificate
        for shares duly endorsed or accompanied by proper evidence of succession,
        assignment, or authority to transfer, it shall be the duty of the Company,
        if it
        is satisfied that all provisions of law regarding transfers of shares have
        been
        duly complied with, to issue a new certificate to the person entitled thereto,
        cancel the old certificate and record the transaction upon its
        books.
  Section
        4. Lost,
        Stolen or Destroyed Stock Certificates. Any
        person claiming a stock certificate in lieu of one lost, stolen or destroyed
        shall give the Company an affidavit as to such person's ownership of the
        certificate and of the facts which go to prove that it was lost, stolen or
        destroyed. The person shall also, if required by the Board of Directors,
        give
        the Company a bond, sufficient to indemnify the Company against any claims
        that
        may be made against it on account of the alleged loss, theft or destruction
        of
        any such certificate or the issuance of such new certificate. Any Vice President
        or the Secretary or any Assistant Secretary of the Company is authorized
        to
        issue such duplicate certificates or to authorize any of the transfer agents
        and
        registrars to issue and register such duplicate certificates.
   14
   Section
        5. Regulations. The
        Board of Directors from time to time may make such rules and regulations
        as it
        may deem expedient concerning the issue, transfer and registration of
        shares.
  Section
        6. Transfer
        Agent and Registrar. The
        Board of Directors may appoint such transfer agents and registrars of transfers
        as may be deemed necessary, and may require all stock certificates to bear
        the
        signature of either or both.
  **ARTICLE
        IX**
  **SEAL:**
  Section
        1. Seal. The
        Board of Directors shall provide a suitable seal containing the name of the
        Company, the year of its creation, and the words, "CORPORATE SEAL, DELAWARE,"
        or
        other appropriate words. The Secretary shall have custody of the
        seal.
  **ARTICLE
        X**
  **FISCAL
        YEAR:**
  Section
        1. Fiscal
        Year. The
        fiscal year of the Company shall be the calendar year.
  **ARTICLE
        XI**
  **AMENDMENTS:**
  Section
        1. Directors
        May Amend By-Laws. The
        Board of Directors shall have the power to make, amend and repeal the By-laws
        of
        the Company.
  Section
        2. By-laws
        Subject to Amendment by Shareholders. All
        By-Laws shall be subject to amendment, alteration, or repeal by the shareholders
        entitled to vote at any annual meeting or at any special meeting.
  **ARTICLE
        XII**
  **EMERGENCY
        BY-LAWS:**
  Section
        1. Emergency
        By-laws. This
        Article XII shall be operative during any emergency resulting from an attack
        on
        the United States or on a locality in which the Company conducts its business
        or
        customarily holds meetings of its Board of Directors or its shareholders,
        or
        during any nuclear or atomic disaster or during the existence of any catastrophe
        or other similar emergency condition, as a result of which a quorum of the
        Board
        of Directors or, if one has been constituted, the Executive Committee thereof
        cannot be readily convened (an "emergency"), notwithstanding any different
        or
        conflicting provision in the preceding Articles of these By-laws or in the
        Certificate of Incorporation of the Company. To the extent not inconsistent
        with
        the provisions of this
   15
  Article,
        the By-laws provided in the preceding Articles and the provisions of the
        Certificate of Incorporation of the Company shall remain in effect during
        such
        emergency, and upon termination of such emergency, the provisions of this
        Article XII shall cease to be operative.
  Section
          2. Meetings. During
          any emergency, a meeting of the Board of Directors, or any committee thereof,
          may be called by any officer or director of the Company. Notice of the
          time and
          place of the meeting shall be given by any available means of communication
          by
          the person calling the meeting to such of the directors and/or Designated
          Officers, as defined in Section 3 hereof, as it may be feasible to reach.
          Such
          notice shall be given at such time in advance of the meeting as, in the
          judgment
          of the person calling the meeting, circumstances permit.
  Section
        3. Quorum. At any
        meeting of the Board of Directors, or any committee thereof, called in
        accordance with Section 2 of this Article XII, the presence or participation
        of
        two directors, one director and a Designated Officer or two Designated Officers
        shall constitute a quorum for the transaction of business.
  The
        Board
        of Directors or the committees thereof, as the case may be, shall, from time
        to
        time but in any event prior to such time or times as an emergency may have
        occurred, designate the officers of the Company in a numbered list (the
        "Designated Officers") who shall be deemed, in the order in which they appear
        on
        such list, directors of the Company for purposes of obtaining a quorum during
        an
        emergency, if a quorum of directors cannot otherwise be obtained.
  Section
        4. By-laws. At any
        meeting called in accordance with Section 2 of this Article XII, the Board
        of
        Directors or the committees thereof, as the case may be, may modify, amend
        or
        add to the provisions of this Article XII so as to make any provision that
        may
        be practical or necessary for the circumstances of the emergency.
  Section
        5. Liability. No
        officer, director or employee of the Company acting in accordance with the
        provisions of this Article XII shall be liable except for willful
        misconduct.
  Section
        6. Repeal
        or Change. The
        provisions of this Article XII shall be subject to repeal or change by further
        action of the Board of Directors or by action of the shareholders, but no
        such
        repeal or change shall modify the provisions of Section 5 of this Article
        XII
        with regard to action taken prior to the time of such repeal or
        change.
  16