##### 



EXHIBIT 3(ii)(b) STANDING RESOLUTION OF THE REGISTRANT
AS AMENDED TO FEBRUARY 3, 2004




---



##### 



STANDING RESOLUTION BOARD OF DIRECTORS The number of Directors shall be set at twelve and, effective immediately prior
to the 2004 annual meeting of shareholders, the number of Directors shall be
set at ten. OFFICERS AND ASSISTANTS SECTION 1. Officers. The Officers of the Company shall be a Chairman, Chief
Executive Officer and a President, at least one of whom shall be members of the
Board, one or more, Vice-Presidents (to which title may be added words
indicating seniority or function), a Treasurer, a Secretary, and a Comptroller,
and such other Officers as the Board may determine, all of whom shall be
appointed by the Board annually at the first meeting thereof held after the
annual meeting of shareholders in each year or, in default of such election, at
a succeeding meeting. The Board may appoint from its members one or more
Vice-Chairmen or Deputy Chairmen of the Company. The offices of the Chairman, Chief Executive Officer and/or President may be
filled by the same person, and the office of Vice-President and Treasurer,
Vice-President and Secretary or Vice-President and Comptroller may be filled by
the same person, provided, however, that the powers and duties contemplated by
any resolution of the Board to be exercised and performed by two Officers
jointly shall not in any event be performed by one and the same person. The term of office of all Officers shall be one year, or until their respective
successors are chosen, but any Officer may be removed from office at any time
by the Board, except that the Chairman, Chief Executive Officer, President or a
Deputy Chairman or Vice-Chairman may be removed only by the affirmative vote of
a majority of the Directors then in office.  (a)
    
    Chief Executive Officer. The Chief Executive Officer of the Company
shall be either the Chairman, the Deputy Chairman or the President as may
be stipulated from time to time by the Board.(b)
    
    The Chairman. The Chairman shall preside at all meetings of the
shareholders, and the Board, and he shall have such other powers and
perform such other duties as may be assigned to him from time to time by
the Board, and, if and so long as he is not the Chief Executive Officer of
the Company, as may be delegated to him by the Chief Executive Officer of
the Company.(c)
    
    The President. The President shall, in the absence of the Chairman or
Chief Executive Officer (if the President is not also the Chief Executive
Officer), preside at all meetings of the shareholders and the Board, and
shall have such other powers and perform such other duties as may be
assigned to the President from time to time by the Board and, if and so
long as he is not the Chief Executive Officer of the Company, as may be
delegated to him by the Chief Executive Officer of the Company.(d)
    
    Deputy Chairman or Vice-Chairman. The Deputy Chairman or Vice-Chairman
shall, in the absence of the Chairman, the Chief Executive Officer or the
President, preside at all meetings of the shareholders and the Board, and
he shall have such other powers and perform such other duties as may be
assigned to him from time to time by the Board or delegated to him by the
Chief Executive Officer of the Company.




---



##### 



(e)
    
    Vice-Presidents.Each Vice-President shall have such powers and perform
such duties as may from time to time be assigned to him by the Board and
shall be subject to the control and direction of the senior Officer to
whom such Vice-President reports.(f)
    
    The Treasurer. The Treasurer shall have the powers and perform the
duties usually incident to the office of treasurer and that may be
assigned to him from time to time by the Board, and shall be subject to
the control and direction of the senior Officer to whom he reports.(g)
    
    The Secretary. The Secretary shall have the powers and perform the
duties usually incident to the office of secretary and that may be
assigned to him from time to time by the Board, and shall be subject to
the control and direction of the senior Officer to whom he reports.(h)
    
    The Comptroller. The Comptroller shall have the powers and perform the
duties usually incident to the office of comptroller and that may be
assigned to him from time to time by the Board, and shall be subject to
the control and direction of the senior Officer to whom he reports. SECTION 2. Assistants. The Board may also appoint one or more Assistant
Treasurers, Assistant Secretaries, Assistant Comptrollers, and other assistants
to or deputies of Officers (to the title of any of whom may be added words
indicating seniority or function), who shall have such powers and perform such
duties as may be assigned to them. FISCAL YEAR The fiscal year of the Company shall begin on the 1st day of January and
end on the 31st day of December. CORPORATE SEAL The corporate seal of the Company shall be in the form impressed hereon. EXECUTION OF DOCUMENTS Unless otherwise authorized by the Board in the case of a particular
instrument or class of instruments; (1) all instruments to which the seal of
the Company is affixed shall be signed by the Chairman, Deputy Chairman or a
Vice-Chairman or the President or a Vice-President and by the Secretary or
Treasurer or an Assistant Secretary or an Assistant Treasurer or an Associate
General Counsel or an Assistant General Counsel or, in any case, by such
Officer, employee, agent or other person as the Board may from time to time
appoint to perform such duties; (2) all other instruments may be signed by the
Chairman, Deputy Chairman, a Vice-Chairman or the President or a Vice-President
or by such Officer, employee, agent or other person as the Board may from time
to time appoint to perform such duties. Notwithstanding the foregoing, the Secretary, an Assistant Secretary, or
any other Officer or assistant to or deputy of an Officer, may sign an
instrument and affix the seal of the Company thereto for the purpose of
certifying with respect to factual matters on behalf of the Company.