BYLAWS
OF
DIONEX CORPORATION
(as amended through March 10, 1998)

BYLAWS
OF
DIONEX CORPORATION
(A Delaware Corporation)
ARTICLE I

OFFICES
Section 1. Registered Office.  The registered office of the corporation in
the State of Delaware shall be in the City of Dover, County of Kent. 
(Del. Code Ann., tit. 8,  131)Section 2. Other Offices.  The corporation
shall also have and maintain an office or principal place of business in 
Sunnyvale, California, at such place as may be fixed by the Board of
Directors, and may also have offices at such other places, both within
and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the corporation may require.  
(Del. Code Ann., tit. 8,  122(8))
ARTICLE II

CORPORATE SEAL
Section 3. Corporate Seal.  The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate
Seal-Delaware."  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.  
(Del. Code Ann., tit. 8,  122(3))
ARTICLE III

STOCKHOLDERS' MEETINGS
Section 4. Place of Meetings.  Meetings of the stockholders of the
corporation shall be held at such place, either within or without the
State of Delaware, as may be designated from time to time by the Board of
Directors, or, if not so designated, then at the office of the corporation
required to be maintained pursuant to Section 2 hereof.  (Del. Code Ann.,
tit. 8,  211(a))
Section 5. Annual Meeting.  The annual meeting of the stockholders of the
corporation for the purpose of electing Directors and for such other
business as may lawfully come before it shall be held on such date and at
such time as may be designated from time to time by the Board of Directors.
(Del. Code Ann., tit. 8,  211(b))
Section 6. Special Meetings.  Special meetings of the stockholders of the
corporation may be called, for any purpose or purposes, by the President,
the Chairman of the Board, or the Board of Directors at any time.  Upon
written request of any stockholder or stockholders holding in the aggregate
ten percent (10%) of the voting power of all stockholders delivered 
in person or sent by registered mail to the President or Secretary, the
Secretary shall call a special meeting of stockholders to be held at the
office of the corporation required to be maintained pursuant to Section 2
hereof at such time as the Secretary may fix, such meeting to be held not
less than ten (10) nor more than sixty (60) days after the receipt of such
request, and if the Secretary shall neglect or refuse to call such meeting,
within seven (7) days after the receipt of such request, the stockholder 
making such request may do so.  (Del. Code Ann., tit. 8,  211(d))
Section 7. Notice of Meetings.  Except as otherwise provided by law or the
Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder entitled to vote at such meeting,
such notice to specify the place, date and hour and purpose or purposes of
the meeting.  Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, signed by the person entitled to
notice thereof, either before or after such meeting, and will be waived by
any stockholder by his attendance thereat in person or by proxy, except
when the stockholder 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.  Any
stockholder so waiving notice of such meeting shall be bound by the
proceedings of any such meeting in all respects as if due notice thereof
had been given.  (Del. Code Ann., tit. 8,  222, 229)
Section 8. Quorum.  At all meetings of stockholders, except where otherwise
provided by statute or by the Certificate of Incorporation, or by these
Bylaws, the presence, in person or by proxy duly authorized, of the holders
of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business.  Any shares, the
voting of which at said meeting has been enjoined, or which for any reason
cannot be lawfully voted at such meeting, shall not be counted to determine
a quorum at such meeting.  In the absence of a quorum any meeting of
stockholders may be adjourned, from time to time, by vote of the holders
of a majority of the shares represented thereat, but no other business
shall be transacted at such meeting.  The stockholders present at a duly
called or convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the withdrawal of enough 
stockholders to leave less than a quorum.  Except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws, all action taken by
the holders of a majority of the voting power represented at any meeting at
which a quorum is present shall be valid and binding upon the corporation.
(Del. Code Ann., tit. 8,  216)
Section 9. Adjournment and Notice of Adjourned Meetings.  Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
by the vote of a majority of the shares, the holders of which are present
either in person or by proxy.  When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken.
At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting.  If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
(Del. Code Ann., tit. 8,  222(c))
Section 10. Voting Rights.  For the purpose of determining those stockholders
entitled to vote at any meeting of the stockholders, except as otherwise
provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of stockholders.
Every person entitled to vote or execute consents shall have the right to do
so either in person or by an agent or agents authorized by a written proxy
executed by such person or his duly authorized agent, which proxy shall be
filed with the Secretary at or before the meeting at which it is to be used.
An agent so appointed need not be a stockholder.  No proxy shall be voted
on after eleven (11) months from its date of creation unless the proxy
provides for a longer period.  All elections of Directors shall be by
written ballot, unless otherwise provided in the Certificate of Incorporation.
(Del. Code Ann., tit. 8,  211(e), 212(b))
Section 11. Joint Owners of Stock.  If shares or other securities having
voting power stand of record in the names of two (2) or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in
common, tenants by the entirety, or otherwise, or if two (2) or more
persons have the same fiduciary relationship respecting the same shares,
unless the Secretary is given written notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:  (a) if only one (1) votes, his act binds all;
(b) if more than one (1) votes, the act of the majority so voting binds all;
(c) if more than one (1) votes, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or may apply to the Delaware Court of Chancery for relief
as provided in the General Corporation Law of Delaware, Section 217(b).  If
the instrument filed with the Secretary shows that any such tenancy is held
in unequal interests, a majority or even-split for the purpose of this
subsection (c) shall be a majority or even-split in interest.  
(Del. Code Ann., tit. 8,  217(b))
Section 12. List of Stockholders.  The Secretary shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at said meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the 
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if
not specified, at the place where the meeting is to be held.  The list shall be 
produced and kept at the time and place of meeting during the whole time
thereof, and may be inspected by any stockholder who is present.  
(Del. Code Ann., tit. 8,  219(a))
Section 13. No Action without Meeting.  Any action required or permitted to
be taken by the stockholders of the corporation must be effected at a duly
called annual meeting or special meeting of such holders and may not be
effected by any consent in writing by such holders.  
(Del. Code Ann., tit. 8,  228(a), (c))
Section 14. Organization.  At every meeting of stockholders, the Chairman of
the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President, or, if the President is absent, the most senior
Vice President present, or in the absence of any such officer, a chairman
of the meeting chosen by a majority in interest of the stockholders 
entitled to vote, present in person or by proxy, shall act as chairman.
Section 15. Notifications of Nominations and Proposed Business.  Subject
to the rights of holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation,(a) nominations
for the election of directors, and(b) business proposed to be brought before
any stockholder meetingmay be made by the Board of Directors or proxy
committee appointed by the Board of Directors or by any stockholder entitled 
to vote in the election of directors generally.  However, any such stockholder
may nominate one or more persons for election as directors at a meeting or
propose business to be brought before a meeting, or both, only if such
stockholder has given timely notice in proper written form of his intent
to make such nomination or nominations or to propose such business.  To be
timely, a stockholder's notice must be delivered to or mailed and received
by the Secretary of the corporation not later than sixty (60) days prior
to such meeting.  To be in proper written form, a stockholder's notice to
the Secretary shall set forth:(i) the name and address of the stockholder
who intends to make the nominations or propose the business and, as the
case may be, of the person or persons to be nominated or of the business to
be proposed;(ii) a representation that the stockholder is a holder of record
of stock of the corporation entitled to vote at such meeting and, if
applicable, intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice;(iii) if applicable, 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;(iv) such other information regarding each nominee or each
matter of business to be 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 had the nominee been nominated, or
intended to be nominated, or the matter been proposed, or intended to be
proposed by the Board of Directors; and(v) if applicable, the consent of
each nominee to serve as director of the corporation if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any
person or the proposal of any business not made in compliance with the
foregoing procedure.
ARTICLE IV

DIRECTORS
Section 16. Number and Term of Office.  The number of Directors constituting
the whole of the Board of Directors shall be five (5).  Except as provided
in Section 18, the Directors shall be elected by the stockholders at their
annual meeting in each year and shall hold office until the next annual meeting
and until their successors shall be duly elected and qualified, or until
their death, resignation or removal.  Directors need not be stockholders
unless so required by the Certificate of Incorporation.  If for any cause,
the Directors shall not have been elected at an annual meeting, they may be
elected as soon thereafter as convenient at a special meeting of the
stockholders called for that purpose in the manner provided in these Bylaws.
(Del. Code Ann., tit. 8, 141(b), 211(b), (c))
Section 17. Powers.  The powers of the corporation shall be exercised, its
business conducted and its property controlled by the Board of Directors,
except as may be otherwise provided by statute or by the Certificate of
Incorporation (Del. Code Ann., tit. 8,  141(a))
Section 18. Vacancies.  Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from
any increase in the authorized number of Directors may be filled by a
majority of the Directors then in office, although less than a quorum, or
by a sole remaining Director, and each Director so elected shall hold office
for the unexpired portion of the term of the Director whose place shall be
vacant and until his successor shall have been duly elected and qualified.
A vacancy in the Board of Directors shall be deemed to exist under this
Section 18 in the case of the death, removal or resignation of any Director,
or if the stockholders fail at any meeting of stockholders at which Directors
are to be elected (including any meeting referred to in Section 20 below) to
elect the number of Directors then constituting the whole Board of Directors.
(Del. Code Ann., tit. 8,  223(a), (b))
Section 19. Resignation.  Any Director may resign at any time by delivering
his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the
Secretary or at the pleasure of the Board of Directors.  If no such
specification is made, it shall be deemed effective at the pleasure of the
Board of Directors.  When one or more Directors shall resign from the Board
of Directors, effective at a future date, a majority of the Directors then 
in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each Director so
chosen shall hold office for the unexpired portion of the term of the
Director whose place shall be vacated and until his successor shall have
been duly elected and qualified.  (Del. Code Ann., tit. 8, 141(b), 223(d))
Section 20. Removal.  At a special meeting of stockholders called for the
purpose in the manner hereinabove provided, the Board of Directors, or any
individual Director, may be removed from office, with or without cause,
and a new Director or Directors elected by a vote of stockholders holding a
majority of the outstanding shares entitled to vote at an election of
Directors; provided, however, that if less than the entire Board of Directors
is to be removed, no Director may be removed without cause if the votes cast
against his removal would be sufficient to elect him if then voted at an
election of the entire Board of Directors.  (Del. Code Ann., tit. 8,  141(k))
Section 21. Meetings.
(a) Annual Meetings.  The annual meeting of the Board of Directors shall be
held immediately after the annual meeting of stockholders and at the place
where such meeting is held.  No notice of an annual meeting of the Board of 
Directors shall be necessary and such meeting shall be held for the purpose
of electing officers and transacting such other business as may lawfully
come before it.
(b) Regular Meetings.  Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof.  Unless 
otherwise restricted by the Certificate of Incorporation, regular meetings of
the Board of Directors may also be held at any place within or without the
State of Delaware which has been designated by resolution of the Board of
Directors or the written consent of all Directors.  
(Del. Code Ann., tit. 8,  141(g))
(c) Special Meetings.  Unless otherwise restricted by the Certificate of
Incorporation, special meetings of the Board of Directors may be held at
any time and place within or without the State of Delaware whenever called
by the President or a majority of the Directors.  
(Del. Code Ann., tit. 8,  141(g))
(d) Telephone Meetings.  Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all 
persons participating in the meeting can hear each other, and participation
in a meeting by such means shall constitute presence in person at such
meeting.  (Del. Code Ann., tit. 8,  141(i))
(e) Notice of Meetings.  Notice of the date, time and place of all meetings
of the Board of Directors, other than regular meetings held pursuant to
Section 21(a) or (b) above shall be delivered personally, orally or in
writing, or by telephone or telegraph to each director, at least forty-eight
(48) hours before the meeting, or sent in writing to each director by 
first-class mail, charges prepaid, at least four (4) days before the meeting.
Such notice may be given by the Secretary of the corporation or by the
person or persons who called a meeting.  Such notice need not specify the
purpose of the meeting.  Notice of any Notice of any meeting may be waived
in writing at any time before or after the meeting and will be waived by 
any Director by attendance thereat, except when the Director attends the
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.  (Del. Code Ann., tit. 8,  229)
(f) Waiver of Notice.  The transaction of all business at any meeting of the
Board of Directors, or any committee thereof, however called or noticed,
or wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum be present and if, either before
or after the meeting, each of the Directors not present shall sign a written
waiver of notice, or a consent to holding such meeting, or an approval of the
minutes thereof.  All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
(Del. Code Ann., tit. 8,  229)
Section 22. Quorum and Voting.
(a) Quorum.  Unless the Certificate of Incorporation requires a greater number,
a quorum of the Board of Directors shall consist of a majority of the exact
number of Directors fixed from time to time in accordance with Section 16 of 
these Bylaws, but not less than one (1); provided, however, at any meeting
whether a quorum be present or otherwise, a majority of the Directors
present may adjourn from time to time until the time fixed for the next
regular meeting of the Board of Directors, without notice other than by
announcement at the meeting.  (Del. Code Ann., tit. 8,  141(b))
(b) Majority Vote.  At each meeting of the Board of Directors at which a
quorum is present all questions and business shall be determined by a vote
of a majority of the Directors present, unless a different vote be required
by law, the Certificate of Incorporation or these Bylaws.  
(Del. Code Ann., tit. 8,  141(b))
Section 23. Action without Meeting.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the
Board of Directors or committee, as the case may be, consent thereto in 
writing, and such writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.  (Del. Code Ann., tit. 8,  141(f))
Section 24. Fees and Compensation.  Directors shall not receive any stated
salary for their services as Directors, but by resolution of the Board of
Directors a fixed fee may be allowed for attendance at each meeting and at
each meeting of any committee of the Board of Directors.  Directors shall
be reimbursed in full for all expenses incurred in serving the corporation,
unless otherwise determined by the Board of Directors.  Nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity as an officer, agent, employee, or
otherwise and receiving compensation therefor.  
(Del. Code Ann., tit. 8,  141(h))
Section 25. Committees.
(a) Executive Committee.  The Board of Directors may by resolution passed by
a majority of the whole Board of Directors, appoint an Executive Committee
to consist of one (1) or more members of the Board of Directors.  The 
Executive Committee, to the extent permitted by law and specifically granted
by the Board of Directors, shall have and may exercise when the Board of
Directors is not in session all powers of the Board of Directors in the
management of the business and affairs of the corporation, including,
without limitation, the power and authority to declare a dividend or to
authorize the issuance of stock, except such committee shall not have the
power or authority to amend the Certificate of Incorporation, to adopt an
agreement of merger or consolidation, to recommend to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, to recommend to the stockholders of the corporation a
dissolution of the corporation or a revocation of a dissolution or to amend
these Bylaws.  (Del. Code Ann., tit. 8,  141(c))
(b) Other Committees.  The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, from time to time appoint such
other committees as may be permitted by law.  Such other committees 
appointed by the Board of Directors shall consist of one (1) or more members
of the Board of Directors, and shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions creating such
committees, but in no event shall such committee have the powers denied to
the Executive Committee in these Bylaws.  (Del. Code Ann., tit. 8,  141(c))
(c) Term.  The members of all committees of the Board of Directors shall
serve a term coexistent with that of the Board of Directors which shall
have appointed such committee.  The Board of Directors, subject to the
provisions of subsections (a) or (b) of this Section 25, may at any time
increase or decrease the number of members of a committee or terminate the
existence of a committee.  The membership of a committee member shall
terminate on the date of his death or voluntary resignation.  The Board of
Directors may at any time for any reason remove any individual committee
member and the Board of Directors may fill any committee vacancy created by
death, resignation, removal or increase in the number of members of the
committee.  The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, and, in addition, in the 
absence or disqualification of any member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any
such absent or disqualified member.  (Del. Code Ann., tit. 8, 141(c))
(d) Meetings.  Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 25 shall be held at such times and places as are 
determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter.  Special meetings
of any such committee may be held at the principal office of the corporation
required to be maintained pursuant to Section 2 hereof, or at any place 
which has been designated from time to time by resolution of such committee
or by written consent of all members thereof, and may be called by any
Director who is a member of such committee, upon written notice to the members
of such committee of the time and place of such special meeting given in the
manner provided for the giving of written notice to members of the Board of
Directors of the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be waived in writing at
any time before or after the meeting and will be waived by any Director by
attendance thereat, except when the Director attends such special 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.  A majority of the authorized number of members of any such
committee shall constitute a quorum for the transaction of business, and
the act of a majority of those present at any meeting at which a quorum is
present shall be the act of such committee.  
(Del. Code Ann., tit. 8, 141(c), 229)
Section 26. Organization.  At every meeting of the Directors, the Chairman of
the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the Directors present, shall preside over the 
meeting.  The Secretary, or in his absence, an Assistant Secretary directed
to do so by the President, shall act as secretary of the meeting.
ARTICLE V

OFFICERS
Section 27. Officers Designated.  The officers of the corporation shall be
the Chairman of the Board of Directors, the President, one or more Vice
Presidents, the Secretary, and the Chief Financial Officer, all of whom
shall be elected at the annual meeting of the Board of Directors.  The order
of the seniority of the Vice Presidents shall be in the order of their 
nomination, unless otherwise determined by the Board of Directors.  The Board
of Directors may also appoint such other officers and agents with such
powers and duties as it shall deem necessary.  The Board of Directors may
assign such additional titles to one or more of the officers as it shall
deem appropriate.  Any one person may hold any number of offices of the 
corporation at any one time unless specifically prohibited therefrom by law.
The salaries and other compensation of the officers of the corporation shall
be fixed by or in the manner designated by the Board of Directors.  
(Del. Code Ann., tit. 8, 122(5), 142(a), (b))
Section 28. Tenure and Duties of Officers.
(a) General.  All officers shall hold office at the pleasure of the Board of
Directors and until their successors shall have been duly elected and
qualified, unless sooner removed.  Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors.  
If the office of any officer becomes vacant for any reason, the vacancy may
be filled by the Board of Directors.  (Del. Code Ann., tit. 8,  141(b), (e))
(b) Duties of Chairman of the Board of Directors.  The Chairman of the Board
of Directors, when present, shall preside at all meetings of the shareholders
and the Board of Directors.  The Chairman of the Board of Directors shall
perform other duties commonly incident to his office and shall also perform
such other duties and have such other powers as the Board of Directors shall
designate from time to time.  (Del. Code Ann., tit. 8,  142(a))
(c) Duties of President.  The President shall preside at all meetings of the
shareholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present.  The
President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation.  The
President shall perform other duties commonly incident to his office and
shall also perform such other duties and have such other powers as the Board
of Directors shall designate from time to time.  
(Del. Code Ann., tit. 8,  142(a))
(d) Duties of Vice Presidents.  The Vice Presidents, in the order of their
seniority, may assume and perform the duties of the President in the absence
or disability of the President or whenever the office of President is vacant.  
The Vice Presidents shall perform other duties commonly incident to their
office and shall also perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to time.
(Del. Code Ann., tit. 8,  142(a))
(e) Duties of Secretary.  The Secretary shall attend all meetings of the
stockholders and of the Board of Directors, and shall record all acts and
proceedings thereof in the minute book of the corporation.  The Secretary
shall give notice in conformity with these Bylaws of all meetings of the
stockholders, and of all meetings of the Board of Directors and any committee
thereof requiring notice.  The Secretary shall perform all other duties given
him in these Bylaws and other duties commonly incident to his office and
shall also perform such other duties and have such other powers as the Board
of Directors shall designate from time to time.  The President may direct any
Assistant Secretary to assume and perform the duties of the Secretary in the
absence or disability of the Secretary, and each Assistant Secretary shall
perform other duties commonly incident to his office and shall also perform
such other duties and have such other powers as the Board of Directors 
or the President shall designate from time to time.  
(Del. Code Ann., tit. 8,  142(a))
(f) Duties of Chief Financial Officer.  The Chief Financial Officer shall
keep or cause to be kept the books of account of the corporation in a
thorough and proper manner, and shall render statements of the financial
affairs of the corporation in such form and as often as required by the Board
of Directors or the President.  The Chief Financial Officer, subject to the
order of the Board of Directors, shall have the custody of all funds and
securities of the corporation.  The Chief Financial Officer shall perform
other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors or the
President shall designate from time to time.  The President may direct any 
Assistant Chief Financial Officer to assume and perform the duties of the
Chief Financial Officer in the absence or disability of the Chief Financial
Officer, and each Assistant Chief Financial Officer shall perform other
duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.  (Del. Code Ann., tit. 8,  142(a))
Section 29. Resignations.  Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary.  Any such resignation shall be effective when received by the
person or persons to whom such notice is given, unless a later time is
specified therein, in which event the resignation shall become effective at
such later time.  Unless otherwise specified in such notice, the acceptance
of any such resignation shall not be necessary to make it effective.  
(Del. Code Ann., tit. 8,  142(b))
Section 30. Removal.  Any officer may be removed from office at any time,
either with or without cause, by the vote or written consent of a majority
of the Directors in office at the time, or by any committee or superior
officers upon whom such power of removal may have been conferred by the
Board of Directors.
ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND
VOTING OF SECURITIES OWNED BY THE CORPORATION
Section 31. Execution of Corporate Instruments.  The Board of Directors may,
in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the
corporation any corporate instrument or document, or to sign on behalf of
the corporation the corporate name without limitation, or to enter into
contracts on behalf of the corporation, except where otherwise provided by
law or these Bylaws, and such execution or signature shall be binding upon
the corporation.  (Del. Code Ann., tit. 8,  103(a), 142(a), 158)
Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and
other evidences of indebtedness of the corporation, and other corporate
instruments or documents requiring the corporate seal, and certificates of
shares of stock owned by the corporation, shall be executed, signed or
endorsed by the Chairman of the Board of Directors, or the President or any
Vice President, and by the Secretary or Chief Financial Officer or any
Assistant Secretary or Assistant Chief Financial Officer.  All other
instruments and documents requiring the corporate signature, but not
requiring the corporate seal, may be executed as aforesaid or in such other
manner as may be directed by the Board of Directors.  
(Del. Code Ann., tit. 8,  103(a), 142(a), 158)
All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall
be signed by such person or persons as the Board of Directors shall authorize
so to do.  (Del. Code Ann., tit. 8,  103(a), 142(a), 158)
Section 32. Voting of Securities Owned by the Corporation.  All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such
authorization, by the Chairman of the Board of Directors, the President, or
any Vice President.  (Del. Code Ann., tit. 8,  123)
ARTICLE VII

SHARES OF STOCK
Section 33. Form and Execution of Certificates.  Certificates for the shares
of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law.  Every holder of stock
in the corporation shall be entitled to have a certificate signed by or in
the name of the corporation by the Chairman of the Board of Directors, or 
the President or any Vice President and by the Chief Financial Officer or
Assistant Chief Financial Officer or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the corporation.  Where such
certificate is countersigned by a transfer agent other than the corporation
or its employee, or by a registrar other than the corporation or its employee,
any other signature on the certificate may be a facsimile.  In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent,
or registrar at the date of issue.  Each certificate shall state upon the
face or back thereof, in full or in summary, all of the designations,
preferences, limitations, restrictions on transfer and relative rights of
the shares authorized to be issued.  (Del. Code Ann., tit. 8, 158)
Section 34. Lost Certificates.  A new certificate or certificates shall be
issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen, or destroyed.  The corporation may require, as a 
condition precedent to the issuance of a new certificate or certificates, the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall
require or to give the corporation a surety bond in such form and amount as
it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost,
stolen, or destroyed.  (Del. Code Ann., tit. 8,  167)
Section 35. Transfers.  Transfers of record of shares of stock of the
corporation shall be made only upon its books by the holders thereof, in
person or by attorney duly authorized, and upon the surrender of a properly
endorsed certificate or certificates for a like number of shares.  
(Del. Code Ann., tit. 6,  8-401(1))
Section 36. Fixing Record Dates.  In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of 
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to 
exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action.  If no record date is fixed:  
(a) the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held; (b) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the
day on which the first written consent is expressed; and (c) the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any 
adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.  
(Del. Code Ann., tit. 8,  213)
Section 37. Registered Stockholders.  The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person whether or not it 
shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.  (Del. Code Ann., tit. 8,  213(a), 219)
ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION
Section 38. Execution of Other Securities.  All bonds, debentures and other
corporate securities of the corporation, other than stock certificates, may
be signed by the Chairman of the Board of Directors, the President or any
Vice President, or such other person as may be authorized by the Board of
Directors, and the corporate seal impressed thereon or a facsimile of such
seal imprinted thereon and attested by the signature of the Secretary or an
Assistant Secretary, or the Chief Financial Officer or an Assistant Chief
Financial Officer; provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the manual signature of a
trustee under an indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signatures of the persons signing
and attesting the corporate seal on such bond, debenture or other corporate
security may be the imprinted facsimile of the signatures of such persons. 
Interest coupons appertaining to any such bond, debenture or other corporate
security, authenticated by a trustee as aforesaid, shall be signed by 
the Chief Financial Officer or an Assistant Chief Financial Officer of the
corporation or such other person as may be authorized by the Board of
Directors, or bear imprinted thereon the facsimile signature of such person.
In case any officer who shall have signed or attested any bond, debenture or
other corporate security, or whose facsimile signature shall appear thereon 
or on any such interest coupon, shall have ceased to be such officer before
the bond, debenture or other corporate security so signed or attested shall
have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have 
been used thereon had not ceased to be such officer of the corporation.
ARTICLE IX

DIVIDENDS
Section 39. Declaration of Dividends.  Dividends upon the capital stock of
the corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors pursuant to
law at any regular or special meeting.  Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of 
the Certificate of Incorporation.  (Del. Code Ann., tit. 8,  170, 173)
Section 40. Dividend Reserve.  Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of
the corporation, or for such other purpose as the Board of Directors shall
think conducive to the interests of the corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it
was created.  (Del. Code Ann., tit. 8,  171)
ARTICLE X

FISCAL YEAR
Section 41. Fiscal Year.  Unless otherwise fixed by resolution of the Board
of Directors, the fiscal year of the corporation shall end on the 30th day
of June in each calendar year.
ARTICLE XI

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
Section 42. Directors.  The corporation shall indemnify its Directors to the
fullest extent permitted by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of alleged
occurrences of actions or omissions preceding any such amendment, only to
the extent that such amendment permits the corporation to provide broader 
indemnification rights than said Law permitted the corporation to provide
prior to such amendment).
Section 43. Officers, Employees and Other Agents.  The corporation shall have
the power to indemnify its officers, employees and other agents as set forth
in the Delaware General Corporation Law.
Section 44. Good Faith.
(1) For purposes of any determination under this By-Law, a Director shall be
deemed to have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, to have had no reasonable cause
to believe that his conduct was unlawful, if his action is based on the
records or books of account of the corporation or another enterprise, or on
information supplied to him by the officers of the corporation or another
enterprise in the course of their duties, or on the advice of legal counsel
for the corporation or another enterprise or on information or records given
or reports made to the corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the corporation or another enterprise.
(2) The termination of any 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
interests of the corporation, and, with respect to any criminal proceeding,
that he had reasonable cause to believe that his conduct was unlawful.
(3) The provisions of this Section 44 shall not be deemed to be exclusive or
to limit in any way the circumstances in which a person may be deemed to hav
 met the applicable standard of conduct set forth by the Delaware General
Corporation Law.Section 45. Expenses.  The corporation shall advance, prior
to the final disposition of any proceeding, promptly following request
therefor, all expenses incurred by any director or executive officer in
connection with such proceeding upon receipt of an undertaking by or on
behalf of such person to repay said amounts if it should be determined 
ultimately that such person is not entitled to be indemnified under this
Bylaw or otherwise.Notwithstanding the foregoing, unless otherwise determined
pursuant to Section 46 of these Bylaws, no advance shall be made by the
corporation if a determination is reasonably and promptly made (1) by the
board of directors by a majority vote of a quorum consisting of directors
who were not parties to the proceeding, or (2) if such quorum is not 
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion that, based upon 
the facts known to the decision making party at the time such determination
is made, such person acted in bad faith or in a manner that such person did
not believe to be in or not opposed to the best interests of the corporation,
or, with respect to any criminal proceeding, such person believed or had
reasonable cause to believe that his conduct was unlawful.
Section 46. Enforcement.  Without the necessity of entering into an express
contract, all rights to indemnification and advances under this Bylaw shall
be deemed to be contractual rights and be effective to the same extent and 
as if provided for in a contract between the corporation and the Director 
who serves in such capacity at any time while this Bylaw and other relevant
provisions of the Delaware General Corporation Law and other applicable law,
if any, are in effect.  Any right to indemnification or advances granted by 
this Bylaw to a Director shall be enforceable by or on behalf of the person 
holding such right in any court of competent jurisdiction if (i) the claim 
for indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request 
therefor.  The claimant in such enforcement action, if successful in whole
or in part, shall be entitled to be paid also the expense of prosecuting his
claim.  It shall be a defense to any such action (other than an action 
brought to enforce a claim for expenses incurred in connection with any 
proceeding in advance of its final disposition when the required undertaking
has been tendered to the corporation) that the claimant has not met the 
standards of conduct which make it permissible under the Delaware General 
Corporation Law for the corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the corporation.
Neither the failure of the corporation (including its Board of Directors, 
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable standard of 
conduct set forth in the Delaware General Corporation Law, nor an actual 
determination by the corporation (including its Board of Directors, 
independent legal counsel or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create 
a presumption that claimant has not met the applicable standard of conduct.
Section 47. Non-Exclusivity of Rights.  The rights conferred on any person 
by this Bylaw shall not be exclusive of any other right which such person 
may have or hereafter acquire under any statute, provision of the Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or disinterested 
Directors or otherwise, both as to action in his official capacity and as 
to action in another capacity while holding office.  The corporation is 
specifically authorized to enter into individual contracts with any or all 
of its Directors, officers, employees or agents respecting indemnification 
and advances, to the fullest extent permitted by the Delaware General 
Corporation Law.
Section 48. Survival of Rights.  The rights conferred on any person by this 
Bylaw shall continue as to a person who has ceased to be a Director, officer,
employee or other agent and shall inure to the benefit of the heirs, 
executors and administrators of such a person.
Section 49. Insurance.  To the fullest extent permitted by the Delaware 
General Corporation Law, the corporation, upon approval by the Board of 
Directors, may purchase insurance on behalf of any person required or 
permitted to be indemnified pursuant to this Bylaw.
Section 50. Amendments.  Any repeal or modification of this Bylaw shall only 
be prospective and shall not affect the rights under this Bylaw in effect at
the time of the alleged occurrence of any action or omission to act that is 
the cause of any proceeding against any agent of the corporation.
Section 51. Savings Clause.  If this Bylaw or any portion hereof shall be 
invalidated on any ground by any court of competent jurisdiction, then the 
corporation shall nevertheless indemnify each agent to the full extent 
permitted by any applicable portion of this Bylaw that shall not have been
invalidated, or by any other applicable law.
Section 52. Certain Definitions.   For the purposes of this Bylaw, the 
following definitions shall apply:
(1) The term "proceeding" shall be broadly construed and shall include, 
without limitation, the investigation, preparation, prosecution, defense, 
settlement and appeal of any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative.
(2) The term "expenses" shall be broadly construed and shall include, without
limitation, court costs, attorneys' fees, witness fees, fines, amounts paid 
in settlement or judgment and any other costs and expenses of any nature or 
kind incurred in connection with any proceeding.
(3) The term "the corporation" shall include, in addition to the resulting 
corporation, any constituent corporation (including any constituent of a 
constituent) absorbed in a consolidation or merger which, if its separate 
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or 
was a director, officer, employee or agent of such constituent corporation, 
or is or was serving at the request of such constituent corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, shall stand in the same position 
under the provisions of this By-Law with respect to the resulting or 
surviving corporation as he would have with respect to such constituent 
corporation if its separate existence had continued.
(4) References to a "director," "officer," "employee," or "agent" of the 
corporation shall include, without limitation, situations where such person 
is serving at the request of the corporation as a director, officer, 
employee, trustee or agent of another corporation, partnership, joint 
venture, trust or other enterprise.
(5) References to "other enterprises" shall include employee benefit plans; 
references to "fines" shall include any excise taxes assessed on a person 
with respect to an employee benefit plan; and references to "serving at the 
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves 
services by, such director, officer, employee, or agent with respect to an 
employee benefit plan, its participants, or beneficiaries; and a person who 
acted in good faith and in a manner he reasonably believed to be in the 
interest of the participants and beneficiaries of an employee benefit plan 
shall be deemed to have acted in a manner "not opposed to the best interests
of the corporation" as referred to in this By-Law.
ARTICLE XII

NOTICES
Section 53. Notices.
(a) Notice to Stockholders.  Whenever, under any provisions of these Bylaws, 
notice is required to be given to any stockholder, it shall be given in 
writing, personally or timely and duly deposited in the United States mail, 
postage prepaid, and addressed to his last known post office address as 
shown by the stock record of the corporation or its transfer agent.  
(Del. Code Ann., tit. 8,  222)
(b) Notice to Directors.  Any notice required to be given to any Director may
be given by the method stated in subsection (e) of Section 21 of these 
Bylaws except that such notice other than one which is delivered personally 
shall be sent to such address as such Director shall have filed in writing 
with the Secretary, or, in the absence of such filing, to the last known post
office address of such Director.
(c) Address Unknown.  If no address of a stockholder or Director be known, 
notice may be sent to the office of the corporation required to be maintained
pursuant to Section 2 hereof.
(d) Affidavit of Mailing.  An affidavit of mailing, executed by a duly 
authorized and competent employee of the corporation or its transfer agent 
appointed with respect to the class of stock affected, specifying the name 
and address or the names and addresses of the stockholder or stockholders, or
Director or Directors, to whom any such notice or notices was or were given,
and the time and method of giving the same, shall be conclusive evidence of 
the statements therein contained.  (Del. Code Ann., tit. 8,  222)
(e) Time Notices Deemed Given.  All notices given by mail, as above provided, 
shall be deemed to have been given as at the time of mailing and all notices 
given by telegram shall be deemed to have been given as at the sending 
time recorded by the telegraph company transmitting the notices.
(f) Methods of Notice.  It shall not be necessary that the same method of 
giving notice be employed in respect of all Directors, but one permissible 
method may be employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.
(g) Failure to Receive Notice.  The period or limitation of time within which
any stockholder may exercise any option or right, or enjoy any privilege or 
benefit, or be required to act, or within which any Director may exercise any 
power or right, or enjoy any privilege, pursuant to any notice sent him in the
manner above provided, shall not be affected or extended in any manner by the
failure of such stockholder or such Director to receive such notice.
(h) Notice to Person with Whom Communication Is Unlawful.  Whenever notice is
required to be given, under any provision of law or of the Certificate of 
Incorporation or Bylaws of the corporation, to any person with whom 
communication is unlawful, the giving of such notice to such person shall 
not be required and there shall be no duty to apply to any governmental 
authority or agency for a license or permit to give such notice to such 
person.  Any action or meeting which shall be taken or held without notice 
to any such person with whom communication is unlawful shall have the same 
force and effect as if such notice had been duly given.  In the event that 
the action taken by the corporation is such as to require the filing of a 
certificate under any provision of the Delaware General Corporation Law, the
certificate shall state, if such is the fact and if notice is required, that
notice was given to all persons entitled to receive notice except such 
persons with whom communication is unlawful.  (Del. Code Ann., tit. 8,  230)
ARTICLE XIII

AMENDMENTS
Section 54. Amendments.  These Bylaws may be repealed, altered or amended or 
new Bylaws adopted by the stockholders.  The Board of Directors shall also 
have the authority, if such authority is conferred upon the Board of Directors 
by the Certificate of Incorporation, to repeal, alter or amend these Bylaws or 
adopt new Bylaws (including, without limitation, the amendment of any Bylaw 
setting forth the number of Directors who shall constitute the whole Board 
of Directors) subject to the power of the stockholders to change or repeal 
such Bylaws and provided that the Board of Directors shall not make or 
alter any Bylaws fixing the qualifications, classifications, term of office 
or compensation of Directors.  (Del. Code Ann., tit. 8,  109(a), 122(6))

ARTICLE I	OFFICES	1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II	CORPORATE SEAL	1
Section 3.	Corporate Seal	1
ARTICLE III	STOCKHOLDERS' MEETINGS	1
Section 4.	Place of Meetings	1
Section 5.	Annual Meeting	1
Section 6.	Special Meetings	1
Section 7.	Notice of Meetings	2
Section 8.	Quorum	2
Section 9.	Adjournment and Notice of Adjourned Meetings	2
Section 10.	Voting Rights	3
Section 11.	Joint Owners of Stock	3
Section 12.	List of Stockholders	3
Section 13.	No Action without Meeting	3
Section 14.	Organization	3
Section 15.	Notifications of Nominations and Proposed Business	4
ARTICLE IV	DIRECTORS	5
Section 16.	Number and Term of Office	5
Section 17.	Powers	5
Section 18.	Vacancies	5
Section 19.	Resignation	5
Section 20.	Removal	5
Section 21.	Meetings	6
(a)	Annual Meetings	6
(b)	Regular Meetings	6
(c)	Special Meetings	6
(d)	Telephone Meetings	6
(e)	Notice of Meetings	6
(f)	Waiver of Notice	6
Section 22.	Quorum and Voting	7
(a)	Quorum	7
(b)	Majority Vote	7
Section 23.	Action without Meeting	7
Section 24.	Fees and Compensation	7
Section 25.	Committees	7
(a)	Executive Committee	7
(b)	Other Committees	8
(c)	Term	8
(d)	Meetings	8
Section 26.	Organization	8
ARTICLE V	OFFICERS	9
Section 27.	Officers Designated	9
Section 28.	Tenure and Duties of Officers	9
(a)	General	9
(b)	Duties of Chairman of the Board of Directors	9
(c)	Duties of President	9
(d)	Duties of Vice Presidents	9
(e)	Duties of Secretary	10
(f)	Duties of Chief Financial Officer	10
Section 29.	Resignations	10
Section 30.	Removal	10
ARTICLE VI	EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES 
OWNED BY THE CORPORATION	11
Section 31.	Execution of Corporate Instruments	11
Section 32.	Voting of Securities Owned by the Corporation	11
ARTICLE VII	SHARES OF STOCK	11
Section 33.	Form and Execution of Certificates	11
Section 34.	Lost Certificates	12
Section 35.	Transfers	12
Section 36.	Fixing Record Dates	12
Section 37.	Registered Stockholders	12
ARTICLE VIII	OTHER SECURITIES OF THE CORPORATION	13
Section 38.	Execution of Other Securities	13
ARTICLE IX	DIVIDENDS	13
Section 39.	Declaration of Dividends	13
Section 40.	Dividend Reserve	13
ARTICLE X	FISCAL YEAR	14
Section 41.	Fiscal Year	14
ARTICLE XI	INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS	14
Section 42.	Directors	14
Section 43.	Officers, Employees and Other Agents	14
Section 44.	Good Faith	14
Section 45.	Expenses	15
Section 46.	Enforcement	15
Section 47.	Non-Exclusivity of Rights	15
Section 48.	Survival of Rights	16
Section 49.	Insurance	16
Section 50.	Amendments	16
Section 51.	Savings Clause	16
Section 52.	Certain Definitions	16
ARTICLE XII	NOTICES	17
Section 53.	Notices	17
(a)	Notice to Stockholders	17
(b)	Notice to Directors	17
(c)	Address Unknown	17
(d)	Affidavit of Mailing	17
(e)	Time Notices Deemed Given	17
(f)	Methods of Notice	18
(g)	Failure to Receive Notice	18
(h)	Notice to Person with Whom Communication Is Unlawful	18
ARTICLE XIII	AMENDMENTS	18
Section 54.	Amendments	18