**NICOR
      INC.**




(hereinafter
      “Company”)




AMENDED
      AND RESTATED BY-LAWS




**Effective
      as of December 1, 2007**







**ARTICLE
      I.**




**STOCK
      AND TRANSFERS.**




SECTION
      1.  Shares
      of the Company’s stock (of any class or series) shall be represented by
      certificates or may be in uncertificated form. Stock certificate(s) shall state
      the number and class of shares, and the designation of the series, if any,
      which
      such certificate represents. All certificates of stock shall be signed by the
      Chairman, the President or a Vice President and by the Secretary or the
      Treasurer or an Assistant Secretary or an Assistant Treasurer, provided that
      in
      case any officer who has signed or whose facsimile signature has been placed
      upon any certificate shall have ceased to be such officer before such
      certificate is issued, it may be issued by the Company with the same effect
      as
      if such officer had not ceased to be such at the date of its issue. All
      certificates of stock may be sealed with the seal of the Company or a facsimile
      of such seal, shall be countersigned by a transfer agent, and shall be
      authenticated and registered by a registrar. The Board of Directors shall
      appoint one or more transfer agents, none of whom shall be an officer of the
      Company authorized to sign certificates of stock, and one or more independent
      registrars. Certificates of stock shall not be valid until countersigned by
      a
      transfer agent and authenticated and registered by a registrar in the manner
      provided by the Board of Directors. If a certificate is countersigned by a
      transfer agent or registrar, other than the Company itself or one of its
      employees, any other signatures or countersignature on the certificate may
      be
      facsimiles. The issuance of shares in





uncertificated
      form shall not affect shares already represented by a certificate until such
      certificate is surrendered to the Company. Except as expressly provided by
      law,
      there shall be no differences in the rights and obligations of stockholders
      based on whether or not their shares are represented by certificates. Within
      a
      reasonable time after the issuance or transfer of uncertificated shares, the
      Company shall send to the registered owner thereof a written notice containing
      the information required to be set forth or stated on certificates pursuant
      to
      the Illinois Business Corporation Act of 1983 as amended from time to time
      (hereinafter referred to as the “Act”).





SECTION
      2.  Shares
      of stock shall be transferable only on the books of the Company, and, except
      as
      hereinafter provided or as otherwise required by law, shall be transferred
      only:
      (i) in the case of certificated shares, upon proper endorsement and surrender
      of
      the certificates theretofore issued; and (ii) in the case of uncertificated
      shares, upon receipt of proper transfer instructions (as may be determined
      appropriate by Company or Company’s transfer agent) from the registered owner of
      such uncertificated shares, or from a duly authorized attorney or from an
      individual representing proper evidence of succession or authority to transfer
      the stock. If an outstanding certificate of stock shall be lost, destroyed
      or
      stolen, a new certificate or uncertificated share(s) may be issued upon the
      holder producing evidence satisfactory to Company of such loss, destruction
      or
      theft, and, if required by Company upon furnishing to Company, the transfer
      agents and the registrars, a bond of indemnity deemed sufficient by the
      Secretary or an Assistant Secretary, against claims under the outstanding
      certificate. The Company retains the right to replace lost, destroyed or stolen
      certificates with new or replacement certificates or to represent the shares
      evidenced by such lost, destroyed or stolen certificates in uncertificated
      form.


SECTION
      3.  The
      certificates for each class or series of stock shall be numbered and a record
      shall be made of the name and address of the person to whom each certificate
      is
      issued, the number of shares represented by the certificate and the number
      and
      date of the certificate. All certificates exchanged or returned to the Company
      for transfer shall be cancelled.






2





SECTION
      4.  For the
      purpose of determining stockholders entitled to notice of or to vote at any
      meeting of stockholders, or stockholders entitled to receive payment of any
      dividend, or in order to make a determination of stockholders for any other
      proper purpose, the Board of Directors may fix in advance a date as the record
      date for any such determination of stockholders, such date in any case to be
      not
      more than sixty days and, for a meeting of stockholders, not less than ten
      days,
      or in the case of a merger, consolidation, share exchange, dissolution or sale,
      lease or exchange of assets, not less than twenty days, immediately preceding
      such meeting. If no record date is fixed for the determination of stockholders
      entitled to notice of or to vote at a meeting of stockholders, or stockholders
      entitled to receive payment of a dividend, the date on which notice of the
      meeting is mailed or the date on which the resolution of the Board of Directors
      declaring such dividend is adopted, as the case may be, shall be the record
      date. When a determination of stockholders entitled to vote at any meeting
      of
      stockholders has been made as provided in this Section, such determination
      shall
      apply to any adjournment thereof.




**ARTICLE
      II.**




**MEETINGS
      OF STOCKHOLDERS.**




SECTION
      1.  The
      regular annual meeting of the stockholders of the Company for the election
      of
      Directors and for the transaction of such other business as may come before
      the
      meeting shall be held on the fourth
      Thursday in April of each year, or on such other date of each year as the Board
      of Directors may determine. Each such regular annual meeting and each special
      meeting of the stockholders shall be held at such place as the Board of
      Directors may determine.


SECTION
      2.  Special
      meetings of the stockholders may be called by the Chairman, the President,
      the
      Board of Directors, a majority of the Directors individually or the holders
      of
      not less than one-fifth of all the outstanding shares entitled to vote on the
      matter for which the meeting is called.






3





SECTION 3.  Written
      notice stating the place, day and hour of each meeting of the stockholders
      and,
      in case of a special meeting, the purpose or purposes for which the meeting
      is
      called, shall be delivered not less than **** ten
      nor
      more than sixty days before the date of the meeting, or, in the case of a
      merger, consolidation, share exchange, dissolution or sale, lease or exchange
      of
      assets not less than twenty nor more than sixty days before the date
      of  the
      meeting, either personally or by mail, by or at the direction of the Chairman,
      the President, the Secretary or the persons calling the meeting, to each
      stockholder of record entitled to vote at the
      meeting. If mailed, such notice shall be deemed to be delivered when deposited
      in the United States mail addressed to the stockholder at his or her address
      as
      it appears upon the records of the Company, with postage thereon prepaid. If
      permitted under the Act, such notice may be delivered to a stockholder of record
      by electronic mail and, unless otherwise provided under the Act, shall be deemed
      to be delivered when electronically transmitted to such stockholder at his
      or
      her electronic mail address as it appears upon the records of the
      Company.


SECTION
      4.  At any
      meeting of stockholders, the Chairman may appoint one or more persons as
      inspectors for such meeting. Such
      inspector or inspectors shall ascertain and report the number of shares
      represented at the meeting, based upon his or her or their determination of
      the
      validity and effect of proxies; count all votes and report the results; and
      do
      such other acts as are proper to conduct the election and voting with
      impartiality and fairness to all the stockholders. Each
      report of an inspector shall be in writing and signed by him or her or by a
      majority of them if there be more than one inspector acting at such meeting.
      If
      there is more than one inspector, the report of a majority shall be the report
      of the inspectors. The report of the inspector or inspectors on the number
      of
      shares represented at the meeting and the results of the voting shall be prima  facie evidence
      thereof.






4





SECTION 5.  At all
      meetings of the stockholders a majority of the outstanding shares of stock
      entitled to vote on a matter, excluding such shares as may be owned by the
      Company, represented in person or by proxy, shall constitute a quorum for
      consideration of such matter at a meeting of stockholders; provided that if
      less
      than a majority of the outstanding shares are represented at the meeting, a
      majority of the shares so represented may adjourn the meeting at any time
      without further notice. If a quorum is present, the affirmative vote of a
      majority of the shares represented at the meeting and entitled to vote on a
      matter shall be the act of the stockholders, unless the vote of a greater number
      or voting by classes is required by the Act or the Articles of Incorporation
      of
      the Company.


SECTION
      6.  At every
      meeting of the stockholders, each outstanding share of stock entitled to vote
      on
      a matter, regardless of class, shall be entitled to one vote upon each matter
      voted upon, and such vote may in all cases be given by proxy. In all elections
      for Directors every stockholder shall have the right to vote, in person or
      by
      proxy, the number of shares owned by him or her for as many persons as there
      are
      Directors to be elected, or to cumulate such votes and give to one candidate
      as
      many votes as shall equal the number of Directors to be elected multiplied
      by
      the number of his or her shares of stock, or to distribute such cumulative
      votes
      in any proportion among any number of candidates.


SECTION
      7.  Within
      twenty days after the record date for a meeting of stockholders or ten days
      before such meeting, whichever is earlier, the Secretary shall make a true
      and
      complete list, in alphabetical order, of all the stockholders of record of
      the
      Company entitled to vote at the meeting, together with the address of each
      and
      the number of shares held by each.






5





SECTION 8.  The
      Chairman and the Secretary of the Company shall, when present, act as Chairman
      and Secretary, respectively, of each meeting of the stockholders. The
      Chairman of any meeting of the stockholders shall have the right and authority
      to prescribe such rules, regulations and procedures and to do all such acts
      as,
      in the Chairman’s judgment, are appropriate for the proper conduct of the
      meeting; provided, however, that all proposals by stockholders introduced for
      stockholder action at the meeting shall require a “second” by a stockholder as a
      condition to calling for a vote on such matters .


SECTION
      9.  If a
      stockholder desires to submit a proposal for consideration at a stockholders’
meeting, or to nominate persons for election as Directors, written notice of
      such stockholder’s intent to make such a proposal or nomination must be given
      either by personal delivery or by United States mail, to the Secretary of the
      Company (i) with respect to an annual meeting of stockholders, not
      less
      than ninety nor more than one hundred twenty days
      prior to the anniversary date of the immediately preceding annual meeting,
      and
      (ii) with respect to a special meeting of stockholders, not later than the
      close
      of business on the tenth day following the date on which notice of such meeting
      is first given to stockholders. Each notice shall describe the proposal or
      nomination in sufficient detail for the proposal or nomination to be summarized
      on the agenda for the meeting and shall set forth (i) the name and address
      of
      the stockholder who intends to make the proposal or nomination and (ii) a
      representation that the stockholder is a holder of record of stock of the
      Company entitled to vote at such meeting and intends to appear in person or
      by
      proxy at the meeting to present such proposal or nomination. In addition, in
      the
      case of a nomination of any person for election as Director, the notice shall
      set forth (i) the name and address of any person to be nominated; (ii) a
      description of all arrangements or understandings between the stockholder and
      each nominee and any other person or persons (naming such person or persons)
      pursuant to which the nomination or nominations are to be made by the
      stockholder; (iii) such other information regarding such nominee proposed by
      such stockholder as would be required to be included in a proxy statement filed
      pursuant to the proxy rules of the Securities and Exchange Commission; and
      (iv)






6


the
        consent of each nominee to serve as a Director of the Company if so elected.
        The
        presiding officer of the meeting may refuse to acknowledge any proposal or
        nomination not made in compliance with the foregoing procedure .
        Nothing
        in this SECTION 9 shall be deemed to affect any right of a stockholder to
        request inclusion of a proposal in, nor the right of Company to omit a proposal
        from, the Company’s proxy statement pursuant to Rule 14a-8 (or any successor
        provision) of the Securities Exchange Act of 1934, as amended.


SECTION
      10.  Any
      action required to be taken at any annual or special meeting of the stockholders
      of the Company or any other action which may be taken at a meeting of the
      stockholders may, if permitted under
      the
      provisions of the Articles of Incorporation of the Company, be taken
      without a meeting and without a vote, if a consent in writing, setting forth
      the
      action so taken shall be signed (i) by the holders of the outstanding shares
      having not less than the minimum number of voters that would be necessary to
      authorize or take such action at a meeting at which all shares entitled to
      vote
      thereon were present and voting or (ii) by all of the stockholders entitled
      to
      vote with respect to the subject matter thereof. In order that the Company
      may
      determine the stockholders entitled to consent to corporate action in writing
      without a meeting, the Board of Directors may fix a record date, which shall
      not
      precede the date upon which the resolution fixing the record date is adopted
      by
      the Board of Directors, and which date shall not be more than ten days after
      the
      date upon which the resolution fixing the record date is adopted by the Board
      of
      Directors.


The
      Board
      of Directors shall promptly, but in all events within ten days after the date
      on
      which such a request is received, adopt a resolution fixing the record date.
      If
      no resolution fixing a record date has been adopted by the Board of Directors
      within ten days after the date on which such a request is received, when no
      prior action by the Directors is required by applicable law for the taking
      of
      the corporate action proposed to be taken, the record date in respect thereof
      shall be the first date on which a signed written consent setting forth the
      action taken or proposed to be taken is delivered to the Secretary of the
      Company either by personal delivery or by United States mail. If no resolution
      fixing a record date






7


has
        been
        adopted by the Board of Directors and prior action by the Board of Directors
        is
        required by applicable law for the taking of the corporate action proposed
        to be
        taken, the record date for determining stockholders entitled to consent to
        corporate action in writing without a meeting shall be at the close of business
        on the date on which the Board of Directors adopts the resolution taking
        such
        prior action.


If
      a
      consent in writing is signed by less than all of the shareholders entitled
      to
      vote, then such consent shall become effective only if at least 5 days prior
      to
      the execution of the consent a notice in writing is delivered to all the
      shareholders entitled to vote with respect to the subject matter thereof and,
      after the effective date of the consent, prompt notice of the taking of the
      Company **** action
      without a meeting by less than unanimous written consent shall be **** delivered
      in writing **** to
      those
      stockholders who have not consented in writing.




**ARTICLE
      III.**




**BOARD
      OF DIRECTORS.**




SECTION
      1.   Unless
      the Board of Directors determines otherwise, the number
      of Directors of the Company shall be not less than eight nor more than thirteen.
      The number of Directors may be fixed or changed from time to time within the
      foregoing minimum and maximum by the Directors without further amendment of
      these by-laws. The Directors shall be elected at each annual meeting of the
      stockholders, but if for any reason the election shall not be held at an annual
      meeting, it may be subsequently held at any special meeting of the stockholders
      called for that purpose after proper notice. Each Director, including one
      elected to fill a vacancy or elected as a result of an increase in the number
      of
      Directors, shall hold office until the next succeeding annual meeting or until
      his or her successor shall have been elected and qualified. Any vacancy
      occurring in the Board of Directors and any directorship to be filled by reason
      of an increase in the number of Directors may be filled by election at an annual
      meeting or at a special meeting of stockholders called for that purpose;
      provided, however, that any vacancy arising between meetings of stockholders
      by
      reason of an increase in the number of Directors or






8





otherwise
      may be filled by the Board of Directors except
      as
      otherwise provided under
      the
      provisions of the Articles of Incorporation of the Company. A decrease in the
      number of Directors does not shorten an incumbent Director’s term. Directors
      need not be residents of the State of Illinois or stockholders of the
      Company.


SECTION
      2.   Regular
      meetings of the
      Board of Directors shall be held at
      such
      time and place as shall
      from time to time be determined by the Board of
      Directors .
      Notice
      of such meeting, stating the time and place at which it will be held, shall
      be
      given to each Director personally, by
      telephone, by electronic mail or
      by
      facsimile transmission at least
      one day ,
      or by
      depositing such notice in the mails properly addressed, at least two days
      before the day of such meeting.


SECTION
      3.  Special
      meetings of the Board of Directors may be called at any time by the Chairman,
      the President or by any two Directors and shall be held at such place as shall
      be specified in the notice for such meeting. Notice of every special meeting
      of
      the Board stating the time and place at which such meeting will be held, shall
      be given to each Director personally, by
      telephone, by electronic mail or
      by
      facsimile transmission at least
      one day ,
      or by
      depositing such notice in the mails properly addressed, at least two days
      before the day of such meeting.


SECTION
      4.  A
      majority of the number of Directors then in office shall
      constitute a quorum for the transaction of business at any meeting of the Board;
      provided that if less than a quorum is present at the meeting, a majority of
      the
      Directors present may adjourn the meeting at any time without further notice.
      At
      all meetings of the Board of Directors at which a quorum is present, a majority
      vote of those present shall be decisive of all questions before the
      meeting.


SECTION
      5.  The
      Board of Directors, by the affirmative vote of a majority of the Directors
      then
      in office, and irrespective of any personal interest of any of its members,
      shall have authority to establish reasonable compensation of all Directors
      for
      services to the Company as Directors, officers or otherwise.






9





SECTION 6.  Any
      action required to be taken at a meeting of the Board of Directors, or any
      other
      action which may be taken at a meeting of the Board of Directors or of any
      committee thereof, may be taken without a meeting if a consent in writing,
      setting forth the action so taken, shall be signed by all of the Directors
      entitled to vote with respect to the subject matter thereof, or by all the
      members of such committee, as the case may be.


SECTION
      7.  Members
      of the Board of Directors or of any committee thereof may participate in and
      act
      at any meeting of such Board or committee through the use of a conference
      telephone or other communications equipment by means of which all persons
      participating in the meeting can hear and be heard by each other. Participation
      in such a meeting shall constitute attendance and presence in person at the
      meeting of the person or persons so participating.




**ARTICLE
      IV.**




**COMMITTEES.**




SECTION
      1.  There
      shall be an Executive Committee of not less than five members consisting of
      the
      Chairman of the Company and not less than four other Directors. The chairman
      of
      the Committee shall be the Chairman of the Company or another Director elected
      or designated by the Board of Directors. The Board of Directors shall, at its
      first meeting after the annual meeting of the stockholders in each year, by
      resolution adopted by a majority of the number of Directors then in
      office  designate
      the chairman and the regular members of the Committee and the remaining
      Directors who shall constitute alternates to serve temporarily, and as far
      as
      practicable in rotation, as members of the Committee in place of any of the
      regular members who, at any time, may be unable to serve. The Chairman of the
      Company or the Directors calling a meeting of the Committee shall call upon
      alternates to serve as herein provided. When any alternate serves, the minutes
      of the meeting shall record the name of the regular member in whose place he
      or
      she serves. Each Director designated as a regular member of the Executive
      Committee shall serve as such for one year or until his or her successor shall
      have been designated. The Executive






10





Committee
      shall, when the Board is not in session, have and may exercise all of the
      authority of the Board of Directors in the management of the Company, except
      as
      limited by Section 3 of this Article IV. Vacancies in the membership of the
      Executive Committee shall be filled by the Board of Directors. The Executive
      Committee shall keep minutes of the proceedings at its meetings and such minutes
      shall be distributed to the Directors at or before the next meeting of the
      Board
      thereafter.


SECTION
      2.  A
      majority of the number of the Directors then in office  may
      from
      time to time appoint, or authorize the appointment of, other committees,
      standing or special, from among its own number and confer such powers upon
      such
      committees, except as limited by Section 3 of this Article IV, and revoke such
      powers and terminate the existence of such committees, as the Board at its
      pleasure may determine. All such committees may have such
      number of members as the
      Board of Directors designates .


SECTION
      3.  Neither
      the Executive Committee nor any other committee of the Board of Directors shall
      (i) authorize distributions, except for dividends to be paid with respect to
      shares of any preferred or special classes or any series thereof; (ii) approve
      or recommend to stockholders any act the Act requires to be approved by the
      stockholders; (iii) fill vacancies on the Board or any of its committees; (iv)
      elect or remove officers or fix the compensation of any member of the committee;
      (v) adopt, amend or repeal the by-laws; (vi) approve a plan of merger not
      requiring stockholder approval; (vii) authorize or approve the reacquisition
      of
      shares except according to a general formula or method prescribed by the Board;
      (viii) authorize or approve the issuance or sale, or contract for sale, of
      shares or determine the designation and relative rights, preferences, and
      limitations of a series of shares, except that the Board may direct a committee
      to fix the specific terms of the issuance or sale or contract for sale or the
      number of shares to be allocated to particular employees under an employee
      benefit plan; or (ix) amend, alter, or repeal, or take any action inconsistent
      with any resolution or action of the Board if the resolution or action of the
      Board provides by its terms that it shall not be amended, altered or repealed
      by
      a committee.






11





SECTION 4.  Meetings
      of any committee may be called at any time by the Chairman of the
      Company or by
      any Director who is
      a
      member of the
      committee, and shall be held at such place as shall be designated in the notice
      of such meeting. Notice of each committee meeting stating the time and place
      at
      which such meeting will be held shall be given to each member of the committee
      personally ,
      by
      telephone, by electronic mail **** or
      by
      facsimile transmission at
      least
      one day, or by
      depositing such notice in the mails properly addressed, at least two days before
      the day of such meeting. A majority of the members of a committee shall
      constitute a quorum thereof; provided that if less than a quorum is present
      at a
      meeting, a majority of the Directors present may adjourn the meeting at any
      time
      without further notice. A majority vote of those present at each meeting of
      a
      committee at which a quorum is present shall be decisive of all questions before
      the meeting. Each member of a committee, not receiving a salary from the
      Company, or any affiliated company, shall be paid such fee for attendance at
      each meeting as the Board of Directors may from time to time by resolution
      determine.




**ARTICLE
      V.**




**OFFICERS.**




SECTION
      1.  There
      shall be elected by the Board of Directors, at its first meeting after the
      annual election of Directors in each year if practicable, the following
      principal officers of the Company, namely: a Chairman, who shall be a Director
      of the Company, a President, such number of Vice Presidents as the Board at
      the
      time may decide upon, a Secretary and a Treasurer. The Chairman and/or President
      can be the Chief Executive Officer as determined by the Board. **** There
      may
      also be elected by the Board a Chairman of the Executive Committee, who shall
      be
      a Director of the Company. The Board may also provide for such other officers
      and prescribe for each of them such duties as in its judgment may from time
      to
      time be desirable in the conduct of the affairs of the Company. Any two or
      more
      offices may be held by the same person; one person may be an assistant in any
      two or more offices. All officers






12





shall
      hold their respective offices until the first meeting of the Board of Directors
      after the next succeeding annual election of Directors or until their successors
      shall have been elected, but any officer may be removed from office by the
      Board
      of Directors whenever in its judgment the best interests of the Company will
      be
      served thereby.


SECTION
      2.  The
      Chairman shall, when present, preside at all meetings of the stockholders and
      of
      the Board of Directors. He or she shall also, when present, preside at all
      meetings of the Executive Committee unless the Board has designated another
      Director as Chairman of such Committee. If the Chairman is designated as the
      Chief Executive Officer of the Company, the Chairman shall have the general
      management and direction, subject to the control of the Board of Directors
      and
      the Executive Committee, of the affairs of the Company. He or she shall have
      power to appoint any and all officers, agents and employees of the Company
      not
      required by these by-laws to be elected or appointed directly by the Board
      of
      Directors. He or she shall have power to accept the resignation of or to
      discharge any and all officers, agents and employees of the Company not elected
      or appointed directly by the Board of Directors. When the Board of Directors
      is
      not in session, he or she shall have power to accept the resignation or suspend
      the authority of any and all officers, agents and employees of the Company
      elected or appointed directly by the Board of Directors, subject, however,
      to
      the pleasure of the Board of Directors at its next meeting. He or she shall
      sign
      all papers and documents to which his or her signature may be necessary or
      appropriate and shall have such other powers and duties as usually devolve
      upon
      the chief executive officer of a corporation, and such further powers and duties
      as may be prescribed for him or her by the Board of Directors or the Executive
      Committee.


SECTION
      3.  The
      President shall act in a general executive capacity. If the Chairman is
      designated as the Chief Executive Officer, the President shall assist the
      Chairman in the administration and operation of the Company’s business and
      general supervision of its policies and affairs. The President shall, in the
      absence of or because of the inability to act of the Chairman, perform all
      duties of






13





the
      Chairman and preside at all meetings of stockholders and of the Board of
      Directors. The President may sign, alone or with the Secretary, or an Assistant
      Secretary, or any other proper officer of the Company authorized by the Board
      of
      Directors, certificates, contracts, and other instruments of the Company as
      authorized by the Board of Directors.


If
      the
      President is designated as the Chief Executive Officer, the President shall
      have
      the general management and direction, subject to the control of the Board of
      Directors and the Executive Committee, of the affairs of the Company. He or
      she
      shall have power to appoint any and all officers, agents and employees of the
      Company not required by these by-laws to be elected or appointed directly by
      the
      Board of Directors. He or she shall have power to accept the resignation of
      or
      to discharge any and all officers, agents and employees of the Company not
      elected or appointed directly by the Board of Directors. When the Board of
      Directors is not in session, he or she shall have power to accept the
      resignation or suspend the authority of any and all officers, agents and
      employees of the Company elected or appointed directly by the Board of
      Directors, subject, however, to the pleasure of the Board of Directors at its
      next meeting. He or she shall sign all papers and documents to which his or
      her
      signature may be necessary or appropriate and shall have such other powers
      and
      duties as usually devolve upon the chief executive officer of a corporation,
      and
      such further powers and duties as may be prescribed for him or her by the Board
      of Directors or the Executive Committee. In the absence or disability of the
      Chairman, the President shall have the powers and perform the duties of the
      Chairman.


SECTION
      4.  Each of
      the Vice Presidents shall have such powers and duties as may be prescribed
      for
      him or
      her by
      the Board of Directors, the Executive Committee, the President, or the officer
      to whom he or she reports.


SECTION
      5.  The
      Secretary shall attend all meetings of the stockholders, of the Board of
      Directors and of the Executive Committee, shall keep a true and faithful record
      thereof in proper books to be provided for that purpose, and shall have the
      custody and care of the corporate seal, records, minute books and stock books
      of
      the Company, and of such other books and papers as in the practical
      business






14


operations
        of the Company shall naturally belong in the office or custody of the Secretary
        or as shall be placed in his or her custody by order of the Board of Directors
        or the Executive Committee. He or she shall keep a suitable record of the
        addresses of stockholders and shall, except as may be otherwise required
        by
        statute or these by-laws, sign and issue all notices required for meetings
        of
        stockholders, of the Board of Directors and of the Executive Committee. In
        the
        case of a special meeting of the stockholders called by the requisite number
        of
        stockholders or by a majority of the Directors individually, and in the case
        of
        a special meeting of the Board of Directors or a meeting of the Executive
        Committee, called by any two Directors, the Secretary may, and if so requested
        by the persons calling the meeting shall, include the names of such persons
        in
        the notice of the meeting. He or she shall sign all papers to which his or
        her
        signature may be necessary or appropriate, shall affix and attest the seal
        of
        the Company to all instruments requiring the seal, and shall have such other
        powers and duties as are commonly incidental to the office of Secretary and
        as
        may be prescribed for him or her by the Board of Directors, the Executive
        Committee, the Chief Executive Officer, or the officer to whom he or she
        reports.


SECTION
      6.  The
      Treasurer shall have such powers and duties as are commonly incidental to the
      office of Treasurer and as may be prescribed for him or her by the Board of
      Directors, the Executive Committee, the Chief Executive Officer, or the officer
      to whom he or she reports.


SECTION
      7.  Assistant officers may be elected by the Board of Directors or appointed by
      the
      Chief Executive Officer or the President. Each assistant officer shall assist
      the officer whom he or she is elected or appointed to assist and shall for
      such
      purpose have the powers of such officer. In the absence or disability of any
      officer, his or her duties shall, except as otherwise ordered by the Board
      of
      Directors or Executive Committee, temporarily devolve upon such assistant
      officer as shall be designated by the Chief Executive Officer.






15





**ARTICLE
      VI.**




**MISCELLANEOUS.**




SECTION
      1.  Whenever
      any notice is required to be given under the provision of these by-laws or
      under
      the provisions of the Articles of Incorporation of the Company or under the
      provisions of the Act, a waiver thereof in writing, signed by the person or
      persons entitled to such notice, whether before or after the time stated
      therein, shall be deemed equivalent to the giving of such notice. Attendance
      at
      any meeting shall constitute waiver of notice thereof unless the person at
      the
      meeting objects to the holding of the meeting because proper notice was not
      given.


SECTION
      2.  Any and
      all shares of stock of any corporation owned by the Company and any and all
      voting trust certificates owned by the Company calling for or representing
      shares of stock of any corporation may be voted at any meeting of the
      stockholders of such corporation or at any meeting of the holders of such
      certificates, as the case may be, by the Chairman,
      the President, a Vice President, the Secretary or the Treasurer upon any
      question which may be presented at such meeting, and any such officer may,
      on
      behalf of the Company, waive any notice required to be given of the calling
      of
      such meeting without notice. The Chairman, the President, a Vice President,
      the
      Secretary and the Treasurer shall have authority to give to any person a written
      proxy in the
      name of the Company and under its corporate seal, to vote any or all shares
      of
      stock or any or all certificates owned by the Company upon any question that
      may
      be presented at any such meeting of stockholders or certificate holders, with
      full power to waive any notice of the calling of such meeting and consent to
      the
      holding of such meeting without notice.


SECTION
      3.  The
      fiscal year of the Company shall begin on the first day of January and end
      on
      the last day of December in each year.






16





**ARTICLE
      VII.**




**AMENDMENT
      OR REPEAL OF BY-LAWS.**




These
      by-laws may be made, altered, amended or repealed by the stockholders or the
      Board of Directors.








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