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BY-LAWS

OF

IBP, inc.

(Incorporated under the Laws of the State of Delaware)

As amended through February 24, 1999





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TABLE OF CONTENTS

ARTICLE I

Offices

Section 1.	Registered Office 	1
Section 2.	Other Offices 	1

ARTICLE II

Meetings of Stockholders

Section 1.	Place of Meeting 	1
Section 2.	Annual Meetings 	1
Section 3.	Special Meetings 	2
Section 4.	Notice of Meetings 	2
Section 5.	Quorum 	3
Section 6.	Adjournments 	3
Section 7.	Conduct of Meeting 	3
Section 8.	List of Stockholders 	5
Section 9.	Voting 	5
Section 10.
	Inspector of Election 	7

ARTICLE III

Board of Directors

Section 1.	General Powers 	8
Section 2.	Number, Qualification and Election 	8
Section 3.	Notification of Nominations 	8
Section 4.	Quorum and Manner of Acting 	11
Section 5.	Place of Meeting 	11
Section 6.	Regular Meeting 	11
Section 7.	Special Meetings 	11
Section 8.	Notice of Meetings 	12
Section 9.
	Rules and Regulations 	12
Section 10.
	Participation in Meeting by Means
			of Communications Equipment 	12
Section 11.	Action Without Meeting 	12
Section 12.	Resignations 	13
Section 13.	Removal of Directors 	13
Section 14.	Vacancies 	13
Section 15.	Compensation 	14

ARTICLE IV

Executive and Other Committees

Section 1.	Executive Committee 	14
Section 2.	Other Committees 	16
Section 3.	Procedure, Meetings, Quorum 	16

ARTICLE V

Officers

	Section 1.	Number; Term of Office 	18
	Section 2.	Removal 	18
	Section 3.	Resignation 	19
	Section 4.	Vacancies 	19
	Section 5.	Chairman of the Board 	19
	Section 6.	The President 	19
	Section 7.	Vice-Presidents 	19
	Section 8.	Treasurer 	20
	Section 9.	Secretary 	20
	Section 10.	Controller 	20
	Section 11.	Assistant Treasurers, Secretaries
		and Controllers 	20

ARTICLE VI

Indemnification of Directors, Officers,
Employees and Agents

Section 1.
	Third Party Actions 	21
Section 2.	Derivative Actions		21
Section 3.
	Determination of Indemnification 	22
Section 4.
	Right of Indemnification 	23
Section 5.
	Advance of Expenses 	23
Section 6.
	Indemnification by a Court 	23
Section 7.
	Indemnification Not Exclusive 	24
Section 8.
	Insurance 	24
Section 9.
	Indemnification to Continue 	25
Section 10.
	Definitions of Certain Terms 	25





ARTICLE VII

Capital Stock

Section 1.
	Certificates for Shares 	26
Section 2.
	Transfer of Shares 	26
Section 3.
	Addresses of Stockholders 	27
Section 4.
	Lost, Destroyed and Mutilated Certificates	27
Section 5.
	Regulations 	28
Section 6.
	Fixing Date for Determination of Stockholder of
Record 	28

ARTICLE VIII

Seal

ARTICLE IX

Fiscal Year

ARTICLE X

Waiver of Notice

ARTICLE XI

Form of By-law for Amendment of By-laws

Section 1.
	Amendments 	31
Section 2.
	Entire Board of Directors	32

ARTICLE XII

Miscellaneous

	Section 1.
	Execution of Documents 	32
	Section 2.
	Deposits 	32
	Section 3.
	Checks 	33
Section 4.	Proxies in Respect of Stock or Other Securities
	of Other Corporations 	33
Section 5.	By-laws Subject to Law and Restated Certificate
	of Incorporation of the Corporation 	33


ARTICLE I
	Offices
	Section 1.  Registered Office.  The registered office
of IBP, inc. (hereinafter called the "Corporation" in the
State of Delaware shall be at Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, in the City
of Wilmington, County of New Castle, and the registered
agent in charge thereof shall be The Corporation Trust
Company.
	Section 2.  Other Offices.  The Corporation may also
have an office or offices, and keep the books and records
of the Corporation, except as may otherwise be required by
law, at such other place or places, either within or
without the State of Delaware, as the Board of Directors
may from time to time determine or the business of the
Corporation require.
	ARTICLE II
Meetings of Stockholders
	Section 1.  Place of Meeting.  All meetings of the
stockholders of the Corporation shall be held at the office
of the Corporation or at such other places, within or
without the State of Delaware, as may from time to time be
fixed by the Board of Directors.
	Section 2.  Annual Meetings.  The annual meeting of
the stockholders of the Corporation for the election of
directors and for the transaction of such other business as
may properly come before the meeting shall be held on the
first Wednesday in June in each year, if not a legal
holiday under the laws of the place where the meeting is to
be held, and, if a legal holiday, then on the next
succeeding day which is not a legal holiday under the laws
of such place, or on such other date and at such hour as
may from time to time be fixed by the Board of Directors.
	Section 3.  Special Meetings.  Subject to the
provisions of any Preferred Stock Designation (as such term
is defined in the Restated Certificate of Incorporation of
the Corporation), special meetings of the stockholders for
any purpose or purposes may be called only by the Chairman
of the Board of Directors of the Corporation or a majority
of the entire Board of Directors.  Only such business as is
specified in the notice of any special meeting of the
stockholders shall come before such meeting.
	Section 4.  Notice of Meetings.  Written notice of
each meeting of the stockholders, whether annual or
special, shall be given, either by personal delivery or by
mail, not less than 10 nor more than 60 days before the
date of the meeting to each stockholders or record entitled
to notice of the meeting.  If mailed, such notice shall be
deemed given when deposited in the United States mail,
postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the
Corporation.  Each such notice shall state the place, date
and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is
called.  Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend
such meeting in person or by proxy without protesting,
prior to or at the commencement of the meeting, the lack of
proper notice to such stockholder, or who shall waive
notice thereof as provided in Article X of these By-laws.
Notice of adjournment of a meeting of stockholders need not
be given if the time and place to which it is adjourned are
announced at such meeting, unless the adjournment is for
more than 30 days or, after adjournment, a new record date
is fixed for the adjournment meeting.
	Section 5.  Quorum.  The holders of a majority of the
votes entitled to be cast by the stockholders entitled to
vote, which if any vote is to be taken by classes shall
mean the holders of a majority of the votes entitled to be
cast by the stockholders of each such class, present in
person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the stockholders.
	Section 6.  Adjournments.  In the absence of a quorum,
the holders of a majority of the votes entitled to be cast
by the stockholders, present in person or by proxy, may
adjourn the meeting from time to time.  At any such
adjourned meeting at which a quorum may be present, any
business may be transacted which might have been transacted
at the meeting as originally called.
	Section 7.  Conduct of Meeting.  At each meeting of
the stockholders, the Chairman of the Board, or, in the
absence of the Chairman of the Board, such person
designated by the Board of Directors, shall act as
Chairman.  No business may be transacted at an annual
meeting of stockholders, other than business that is either
(a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the annual meeting by or
at the direction of the Board of Directors (or any duly
authorized committee thereof), or (c) otherwise properly
brought before the annual meeting by any stockholder of the
Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 7
and on the record date for the determination of
stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in
this Section 7.
	In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by
a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of
the Corporation.
	To be timely, a stockholder's notice to the Secretary
must be delivered to or mailed and received at the
principal executive offices of the Corporation not less
than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the
event that the annual meeting is called for a date that is
not within sixty (60) days before or after such anniversary
date, notice by the stockholder in order to be timely must
be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of
the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made,
whichever first occurs.
	To be in proper written form, a stockholder's notice
to the Secretary must set forth as to each matter such
stockholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and
record address of such stockholders, (iii) the class or
series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by
such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other
person or persons (including their names) in connection
with the proposal of such business by such stockholder and
any material interest of such stockholder in such business,
and (v) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring
such business before the meeting.
	No business shall be conducted at the annual meeting
of stockholders except business brought before the annual
meeting in accordance with the procedures set forth in this
Section 7; provided, however, that once business has been
properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 7 shall be
deemed to preclude discussion by any stockholder of any
such business.  If the Chairman of an annual meting
determines that business was not properly brought before
the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that
the business was not properly brought before the meeting
and such business shall not be transacted.
	Section 8.  List of Stockholders.  It shall be the
duty of the Secretary or other officer of the Corporation
who has charge of the stock ledger to prepare and make, at
least 10 days before each meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in
such stockholder's name.  Such list shall be produced and
kept available at the times and places required by law.
	Section 9.  Voting.  Each stockholder of record of any
class or series of stock having a preference over any class
of Common Stock of the Corporation as to dividends or upon
liquidation shall be entitled at each meeting of
stockholders to such number of votes for each share of such
stock as may be fixed in the Restated Certificate of
Incorporation or pursuant to the provisions of any
Preferred Stock Designation and each stockholder of record
of Common Stock shall be entitled at each meeting of
stockholders to one vote for each share of such stock, in
each case, registered in such stockholder's name on the
books of the Corporation;
	(1)	on the date fixed pursuant to Section 6 of Article
VII of these By-laws as the record date for the
determination of stockholders entitled to notice of and to
vote at such meeting; or
	(2) 	if no such record date shall have been so fixed,
then at the close of business on the day next preceding the
day on which notice of such meeting 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, or, if
action is taken by written consent without a meeting (to
the extent permitted by these By-laws and the Restated
Certificate of Incorporation of the Corporation) and no
record date for determining stockholders entitled to
express consent to corporate action in writing without a
meeting shall have been fixed, the day on which the first
written consent is expressed.
		Each shareholder entitled to vote at any meeting of
stockholders may authorize not in excess of three persons
to act for such stockholder by a proxy signed by such
stockholder or such stockholder's attorney-in-fact.  Any
such proxy shall be delivered to the secretary of such
meeting at or prior to the time designated for holding such
meeting, but in any event not later than the time
designated in the order of business for so delivering such
proxies.  No such proxy shall be voted or acted up after
three years from its date, unless the proxy provides for a
longer period.
		At each meeting of the stockholders, all corporate
actions to be taken by vote of the stockholders shall be
authorized by a majority of the votes cast by the
stockholders entitled to vote thereon, present in person or
represented by proxy, and where a separate vote by class is
required, a majority of the votes cast by the stockholders
of such class, present in person or represented by proxy,
shall be the act of such class; subject, in each case, to
such greater vote as may be prescribed by the Restated
Certificate of Incorporation of the Corporation or by law.
Unless required by law or determine by the chairman of the
meeting to be advisable, the vote on any matter, including
the election of directors, need not be by written ballot.
In the case of a vote by written ballot, each ballot shall
be signed by the stockholder voting, or by such
stockholder's proxy, and shall state the number of shares
voted.
	Section 10.  Inspector of Election.  In advance of any
meeting of stockholders, the Board of Directors by
resolution or the Chairman shall appoint one or more
inspectors of election to act at the meeting and make a
written report thereof.  One or more other persons may be
designated as alternate inspectors to replace any inspector
who fails to act.  If no inspector or alternate is present,
ready and willing to act at a meeting of stockholders, the
Chairman of the meeting shall appoint one or more
inspectors to act at the meeting.  Unless otherwise
required by law, inspectors may be officers, employees or
agents of the Corporation and need not be stockholders of
the Corporation.  Notwithstanding anything herein to the
contrary, no director or nominee for the office of director
shall be appointed as an inspector.  Each inspector, before
entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of
inspector according to the best of his or her ability.  The
inspector shall have the duties prescribed by law and shall
take charge of the polls and, when the vote is completed,
shall make a certificate of the result of the vote taken
and of such other facts as may be required by law.


ARTICLE III
Board of Directors
	Section 1.  General Powers.  The business and affairs
of the Corporation shall be managed by or under the
direction of the Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts
and things as are not required by law, by the Restated
Certificate of Incorporation of the Corporation or by these
By-laws directed or required to be exercised or done by the
stockholders.
	Section 2.  Number, Qualification and Election.
Except as otherwise provided pursuant to provisions of any
Preferred Stock Designation, the number of directors of the
Corporation shall be determined from time to time by vote
of a majority of the entire Board of Directors, provided
that the number thereof may not be less than three.
	Each of the directors of the Corporation shall hold
office until the next annual meeting of stockholders
following such director's election and until such
director's successor shall have been elected and qualified,
or until his earlier death, or resignation or removal in
the manner hereinafter provided.  No decrease in the number
of directors shall shorten the term of any incumbent
director.
Directors need not be stockholders of the Corporation.
	In any election of directors, the persons receiving a
plurality of the votes case, up to the number of directors
to be elected in such election, shall be deemed elected.
	Section 3.  Notification of Nominations.  Only persons
who are nominated in accordance with the following
procedures shall be eligible for election as directors of
the Corporation, except as may be otherwise provided in the
Certificate of Incorporation of the Corporation with
respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of
directors in certain circumstances.  Nominations of persons
for election to the Board of Directors may be made at any
annual meeting of stockholders (a) by or at the direction
of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of
the notice provided for in this Section 3 and on the record
date for the determination of stockholders entitled to vote
at such annual meeting and (ii) who complies with the
notice procedures set forth in this Section 3.
	In addition to any other applicable requirements, for
a nomination to be made by a stockholder, such stockholder
must have given timely notice thereof in proper written
form to the Secretary of the Corporation.
	To be timely, a stockholder's notice to the Secretary
must be delivered to or mailed and received at the
principal executive offices of the Corporation not less
than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the
event that the annual meeting is called for a date that is
not within sixty (60) days before or after such anniversary
date, notice by the stockholder in order to be timely must
be so received not later than the close of business on the
tenth (10th) day following the date on which such notice of
the date of the annual meeting was mailed or such public
disclosure of the date of annual meeting was made,
whichever first occurs.
	To be in proper written form, a stockholder's notice
to the Secretary must set forth (a) as to each person whom
the stockholder proposes to nominate for election as a
director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and
number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person, and (iv)
any other information relating to the person that would be
required to be disclosed in a proxy statement or other
filings required to be made in connection with
solicitations of proxies for election of directors pursuant
to Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder
giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares
of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a
description of all arrangements or understandings between
such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which
the nomination(s) are to be made by such stockholder, (iv)
a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to nominate the
persons named in its notice, and (v) any other information
relating to such stockholder that would be required to be
disclosed  in a proxy statement or other filings required
to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder.  Such notice must be accompanied by a written
consent of each proposed nominee to be named as a nominee
and to serve as a director if elected.
	No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the
procedures set forth in this Section 3 at an annual
meeting, or unless elected by written consent of
shareholders pursuant to the procedures set forth in
Article VII, Section 6.  If the Chairman of the annual
meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the nomination was
defective and such defective nomination shall be
disregarded.
	Section 4.  Quorum and Manner of Acting.  Except as
otherwise provided by these By-laws, a majority of the
entire Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board, and,
except as so provided, the vote of a majority of the
directors present at any meeting at which a quorum is
present shall be the act of the Board.  In the absence of a
quorum, a majority of the directors present may adjourn the
meeting to another time and place, without notice other
than announcement at the meeting.  At any adjourned meeting
at which a, quorum is present, any business may be
transacted which might have been transacted at the meeting
as originally called.
	Section 5.  Place of Meeting.  The Board of Directors
may hold its meetings at such place or places within or
without the State of Delaware as the Board may from time to
time determine or as shall be specified or fixed in the
respective notices or waivers or notice thereof.
	Section 6.  Regular Meetings.  Regular meetings of the
Board of Directors shall be held at such times and places
as the Board shall from time to time by resolution
determine.  If any day fixed for a regular meeting shall be
a legal holiday under the laws of the place where the
meeting is to be held, the meeting which would otherwise to
be held on that day shall be held at the same hour on the
next succeeding business day.
	Section 7.  Special Meetings.  Special meetings of the
Board of Directors shall be held whenever called by the
Chairman of the Board or by a majority of the directors.
	Section 8.  Notice of Meetings.  Notice of regular
meetings of the Board of Directors or of any adjourned
meeting thereof need not be given.  Notice of each special
meeting of the Board shall be mailed to each directors,
addressed to such director at such director's residence or
usual place of business, at least two days before the day
on which the meeting is to be held or shall be sent to such
director at such place by telegraph or be given personally
or by telephone, not later than the day before the meeting
is to be held, but notice need not be given to any director
who shall, either before or after the meeting, submit a
signed waiver of such notice or who shall attend such
meeting without protesting, prior to or at its
commencement, the lack of notice to such director. Every
such notice shall state the time and place but need not
state the purpose of the meeting.
	Section 9.  Rules and Regulations.  The Board of
Directors may adopt such rules and regulations not
inconsistent with the provisions of these By-laws for the
conduct of its meetings and management of the affairs of
the Corporation as the Board may deem proper.  In the
absence of the Chairman of the Board, such person as may be
designated by the Board of Directors shall preside at
meetings of the Board.
	Section 10.  Participation in Meetings by Means of
Communications Equipment.  Any one or more members of the
Board of Directors or any committee thereof may participate
in any meeting of the Board or of any such committee by
means of conference telephone or similar communications
equipment by means of which all persons participating in
the meeting can hear each other, and such participation in
a meeting shall constitute presence in person at such
meeting.
	Section 11.  Action Without Meeting.  Any action
required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken
without a meeting if all of the members of the Board or of
any such committee consent thereto in writing and the
writing or writings are filed without the minutes of
proceedings of the Board or of such committee.
	Section 12.  Resignations.  Any director of the
Corporation may at any time resign by giving written notice
to the Board of Directors, the Chairman of the Board, the
President or the Secretary of the Corporation.  Such
resignation shall take effect at the time specified therein
or, if the time be not specified, upon receipt thereof,
and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it
effective.  If the resignation of a director is effective
at a future time, the Board of Directors may elect a
successor prior to such effective time to take office when
such resignation becomes effective.
	Section 13.  Removal of Directors.  Subject to the
terms of any Preferred Stock Designation, any director may
be removed at any time for cause or without cause by vote
of the holders of a majority in voting interest of shares
then entitled to vote in the election of directors.  Any
director may also be removed at any time for cause by vote
of a majority of the entire Board of Directors.  The
vacancy in the Board caused by any such removal may be
filled by the stockholders or as provided in Section 14 of
Article III of these By-laws.
	Section 14.  Vacancies.  Except as otherwise provided
by the terms of any Preferred Stock Designation or any
other securities of the Corporation, newly created
directorships resulting from any increase in the number of
directors may be filled by the affirmative vote of a
majority of the Board of Directors then in office, provided
that a quorum of the Board of Directors is present, and any
vacancies on the Board of Directors resulting from death,
resignation, removal or other cause shall only be filled by
the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of
the Board of Directors, or by a sole remaining directors,
or by the stockholders in accordance with Section 13 of
this Article III or at a meeting called for that purpose in
accordance with Section 3 of Article II of these By-laws.
The director elected to fill a vacancy shall hold office
for the unexpired term in respect of which such vacancy
occurred and until his successor shall be elected and shall
qualify or until his earlier death or resignation or
removal in the manner provided herein.
	Section 15.  Compensation.  Each director who shall
not at the time also be a salaried officer or employee of
the Corporation or any of its subsidiaries (hereinafter
referred to as an "outside director"), in consideration of
such person serving as a director, shall be entitled to
receive from the Corporation such amount per annum and such
fees for attendance at meetings of the Board of Directors
or of committees of the Board, or both, as the Board shall
from time to time determine.  In addition, each director,
whether or not an outside director, shall be entitled to
receive from the Corporation reimbursement for the
reasonable expenses incurred by such person in connection
with the performance of such person's duties as a director.
Nothing contained in this Section shall preclude any
director from serving the Corporation or any of its
subsidiaries in any other capacity and receiving proper
compensation therefor.
ARTICLE IV
Executive and Other Committees
	Section 1.  Executive Committee.  The Board of
Directors may, by resolution adopted by a majority of the
entire Board, designate annually three or more of its
members to constitute members or alternate members of an
Executive Committee.  The Board of Directors may designate
one or more directors as alternate members of the Executive
Committee, who may replace any absent or disqualified
member at any meeting of such committee.  In the absence or
disqualification of a member of the Executive Committee,
and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or
disqualified member, 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 absent or disqualified member.
The Executive Committee shall have and may exercise,
between meetings of the Board, all the powers and authority
of the Board in the management of the business and affairs
of the Corporation, including, if such Committee is so
empowered and authorized by resolution adopted by a
majority of the entire Board, the power and authority to
declare a dividend, to authorize the issuance of stock, to
adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of the State of
Delaware and may authorize the seal of the Corporation to
be affixed to all papers which may require it, except that
the Executive Committee shall not have such power or
authority in reference to:
	(a)	amending the Restated Certificate of Incorporation
of the Corporation;
	(b)	adopting an agreement of merger or consolidation
under Sections 251 or 252 of the General
Corporation Law of the State of Delaware
involving the Corporation;
	(c)	recommending to the stockholders the sale, lease or
exchange of all or substantially all of the
property and assets of the Corporation;
	(d)	recommending to the stockholders a dissolution of
the Corporation or a revocation of a dissolution;
	(e)	adopting, amending or repealing any By-law;
	(f)	filling vacancies on the Board or on any committee
of the Board, including the Executive Committee;
or
	(g)	amending or repealing any resolution of the Board
which by its terms may be amended or repealed
only by the Board.
	The Board shall have power at any time to change the
membership of the Executive Committee, to fill all
vacancies in it and to discharge it, either with or without
cause.
	Section 2.  Other Committees.  The Board of Directors
may, by resolution adopted by a majority of the entire
Board, designate one or more other committees, each
committee to consist of one or more of the members of this
Board and each of which committee shall have such authority
of the Board as may be specified in the resolution of the
Board designating such committee.  A majority of all the
members of such committee may determine its action and fix
the time and place of its meetings, unless the Board shall
otherwise provide.  The Board shall have power at any time
to change the membership of, to fill all vacancies in and
to discharge any such committee, either with or without
cause.
	Section 3.  Procedure; Meetings, Quorum.  Regular
meetings of the Executive Committee or any other committee
of the Board of Directors, of which no notice shall be
necessary, may be held at such times and places as shall be
fixed by resolution adopted by a majority of the members
thereof.  Special meetings of the Executive Committee or
any other committee of the Board shall be called at the
request of any member thereof.  Notice of each special
meeting of the Executive Committee or any other committee
of the Board shall be sent by mail, telegraph or telephone,
or be delivered personally to each member thereof not later
than the day before the day on which the meeting is to be
held, but notice need not be given to any member who shall,
either before or after the meeting, submit a signed waiver
of such notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of
such notice to such member. Any special meeting of the
Executive Committee or any other committee of the Board
shall be a legal meeting without any notice thereof having
been given, if all the members thereof shall be present
thereat.  Notice of any adjourned meeting of any committee
of the Board need not be given.  The Executive Committee or
any other Committee of the Board may adopt such rules and
regulations not inconsistent with the provisions of law,
the Restated Certificate of Incorporation of the
Corporation or these By-laws for the conduct of its
meetings as the Executive Committee or such other committee
of the Board may deem proper.  A majority of the Executive
Committee or any other committee of the Board shall
constitute a quorum for the transaction of business at any
meeting, and the vote of a majority of the members thereof
present at any meeting at which a quorum is present shall
be the act of such committee.  The Executive Committee or
any other committee of the Board of Directors shall keep
written minutes of its proceedings and shall report on such
proceedings to the Board.


ARTICLE V
Officers
	Section 1.  Number; Term of Office.  The officers of
the Corporation shall be a Chairman of the Board, a
President, one or more Vice-Presidents, one or more of whom
may be designated as Executive, Group or Senior
Vice-Presidents, a Treasurer, a Secretary, a Controller,
and such other officers or agents with such titles and such
duties as the Board of Directors may from time to time
determine, each to have such authority, functions or duties
as in these By-laws provided or as the Board may from time
to time determine, and each to hold office for such term as
may be prescribed by the Board and until such person's
successor shall have been chosen and shall quality, or
until such person's death or resignation, or until such
person's removal in the manner hereinafter provided. The
Chairman of the Board shall be elected from among the
directors.  One person may hold the offices and perform the
duties of any two or more of said officers; provided,
however, that no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such
instrument is required by law, the Restated Certificate of
Incorporation of the Corporation or these By-laws to be
executed, acknowledged or verified by two or more officers.
The Board may from time to time authorize any officer to
appoint and remove any such other officers and agents and
to prescribe their powers and duties.
	Section 2.  Removal.  Any officer may be removed,
either with or without cause, by the Board of Directors at
any meeting thereof called for the purpose, or, except in
the case of any officer elected by the Board, by any
committee or superior officer upon whom such power may be
conferred by the Board.
	Section 3.  Resignation.  Any officer may resign at
any time by giving written notice to the Board of
Directors, the Chairman of the Board, the President or the
Secretary of the Corporation.  Such resignation shall take
effect at the time specified therein or, if the time is not
specified, upon receipt thereof; and, unless otherwise
specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
	Section 4.  Vacancies.  A vacancy in any office
because of death, resignation, removal or any other cause
may be filled for the unexpired portion of the term in the
manner prescribed in these By-laws for election to such
office.
	Section 5.  Chairman of the Board.  The Chairman of
the Board shall be the chief executive officer of the
Corporation and as such shall have general supervision and
direction of the business and affairs of the Corporation,
subject to the control of the Board of Directors.  The
Chairman of the Board shall, if present, preside at
meetings of the Board of Directors and, if present, preside
at meetings of the stockholders.
	Section 6.  The President.  The President, if any,
shall be the chief operating officer of the Corporation.
The President shall perform such other duties as the Board
may from time to time determine.
	Section 7.  Vice-Presidents.  Each Vice-President
shall have such powers and duties as shall be prescribed by
the Chairman of the Board or the Board of Directors.
	Section 8.  Treasurer.  The Treasurer shall perform
all duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to the
Treasurer by the Chairman of the Board or the Board of
Directors.
	Section 9.  Secretary.  The Secretary shall see that
all notices required to be given by the Corporation are
duly given and served; the Secretary shall be custodian of
the seal of the Corporation and shall affix the seal or
cause it to be affixed to all certificates of stock of the
Corporation (unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter provided)
and to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized in
accordance with the provisions of these By-laws.  The
Secretary shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation and
shall see that the reports, statements and other documents
required by law are properly kept and filed; and shall in
general perform all the duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to such person by the Chairman of the Board or the
Board of Directors.
	Section 10.  Controller.  The Controller shall perform
all of the duties incident to the office of the Controller
and such other duties as may from time to time be assigned
to such person by the Chairman of the Board or the Board of
Directors.
	Section 11.  Assistant Treasurers, Secretaries and
Controllers.  The Assistant Treasurers, the Assistant
Secretaries and the Assistant Controllers shall perform
such duties as shall be assigned to them by the Treasurer,
Secretary or Controller, respectively, or by the Chairman
of the Board or the Board of Directors.

ARTICLE VI
Indemnification of Directors, Officers,
Employees and Agents
	Section 1.  Third Party Actions.  The Corporation
shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the Corporation) by reason of
the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys'
fees),  judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and
in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding,
that such person had reasonable cause to believe that his
or her conduct was unlawful.
	Section 2.  Derivative Actions.  The Corporation shall
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that
such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence
or misconduct in the performance of such person's duty to
the Corporation unless and only to the extent that the
Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses
which the Court of Chancery of Delaware or such other court
shall deem proper.
	Section 3.  Determination of Indemnification.  Any
indemnification under Section 1 or 2 of the Article VI
(unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because such person has met the applicable standard of
conduct set forth in Section 1 or 2 of this Article VI.
Such determination shall be made (i) by the Board of
Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion,
or (iii) by the stockholders.
	Section 4.  Right to Indemnification.  Notwithstanding
the other provisions of this Article VI, to the extent that
a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 1
or 2 of this Article VI, or in defense of any claim, issue
or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
	Section 5.  Advance of Expenses.  Expenses incurred in
defending or investigating a threatened or pending civil or
criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent
to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the
Corporation as authorized in this Article VI.
	Section 6.  Indemnification by a Court.
Notwithstanding any contrary determination in the specific
case under Section 3 of this Article VI, and
notwithstanding the absence of any determination
thereunder, any director, officer, employee or agent may
apply to any court of competent jurisdiction in the State
of Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article VI.  The
basis of such indemnification by a court shall be a
determination by such court that indemnification of the
director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards
of conduct set forth in Section 1 or 2 of this Article VI,
as the case may be.  Notice of any application for
indemnification pursuant to this Section 6 shall be given
to the Corporation promptly upon the filing of such
application.
	Section 7.  Indemnification Not Exclusive.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall not be deemed
exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled
under any law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.  The provisions of this
Article VI shall not be deemed to preclude the
indemnification of any person who is not specified in
Sections 1 or 2 of this Article VI but whom the Corporation
has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State of
Delaware, or otherwise.
	Section 8.  Insurance.  The Corporation may purchase
and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against
such person and incurred by such person in any such
capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to
indemnify such person against such liability under the
provisions of this Article VI.
	Section 9.  Indemnification To Continue.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall, unless
otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
	Section 10.  Definitions of Certain Terms.  For
purposes of this Article VI, references to "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, 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 another enterprise,
shall stand in the same position under the provisions of
this Article VI with respect to the resulting or surviving
corporation as such person would have with respect to such
constituent corporation if its separate existence had
continued.
	For purposes of this Article VI, references to "other
enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with a respect to an employee benefit
plan; 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 such person reasonably
believed to be in the interest of the participants and
beneficiaries of any 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
Article VI.
ARTICLE VII
Capital Stock
	Section 1.  Certificates for Shares.  Certificates
representing shares of stock of each class of the
Corporation, whenever authorized by the Board of Directors,
shall be in such form as shall be approved by the Board.
The certificates representing shares of stock of each class
shall be signed by, or in the name of, the Corporation by
the Chairman of the Board, the President or a
Vice-President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer of the
Corporation, and sealed with the seal of the Corporation,
which may be a facsimile thereof.  Any or all such
signatures may be facsimiles if countersigned by a transfer
agent or registrar.  Although any officer, transfer agent
or registrar whose manual or facsimile signature is affixed
to such a certificate ceases to be such officer, transfer
agent or registrar before such certificate has been issued,
it may nevertheless be issued by the Corporation with the
same effect as if such officer, transfer agent or registrar
were still such at the date of its issue.
	The stock ledger and blank share certificates shall be
kept by the Secretary or by a transfer agent or by a
registrar or by any other officer or agent designated by
the Board.
	Section 2.  Transfer of Shares.  Transfers of shares
of stock of each class of the Corporation shall be made
only on the books of the Corporation by the holder thereof,
or by such holder's attorney thereunto authorized by a
power of attorney duly executed and filed with the
Secretary of the Corporation or a transfer agent for such
stock, if any, and on surrender of the certificate or
certificates for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the
payment of all taxes thereon.  The person in whose name
shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the
Corporation; provided, however, that whenever any transfer
of shares shall be made for collateral security and not
absolutely, and written notice thereof shall be given to
the Secretary or to such transfer agent, such fact shall be
stated in the entry of the transfer.  No transfer of shares
shall be valid as against the Corporation, its stockholders
and creditors for any purpose, except to render the
transferee liable for the debts of the Corporation to the
extent provided by law, until it shall have been entered in
the stock records of the Corporation by an entry showing
from and to whom transferred.
	Section 3.  Addresses of Stockholders.  Each
stockholder shall designate to the Secretary or transfer
agent of the Corporation an address at which notices of
meetings and all other corporate notices may be served or
mailed to such person, and, if any stockholder shall fail
to designate such address, corporate notices may be served
upon such person by mail directed to such person at such
person's post office address, if any, as the same appears
on the share record books of the Corporation or at such
person's last known post office address.
	Section 4.  Lost, Destroyed and Mutilated
Certificates.  The holder of any share of stock of the
Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificate
therefor; the Corporation may issue to such holder a new
certificate or certificates for shares, upon the surrender
of the mutilated certificate or, in the case of loss, theft
or destruction of the certificate, upon satisfactory proof
of such loss, theft or destruction; the Board of Directors,
or a committee designated thereby, or the transfer agents
and registrars for the stock, may, in their discretion,
require the owner of the lost, stolen or destroyed
certificates, or such person's legal representative, to
give the Corporation a bond in such sum and with such
surety or sureties as they may direct to indemnify the
Corporation and said transfer agents and registrars against
any claim that may be made on account of the alleged loss,
theft or destruction of any such certificate the issuance
of such new certificate.
	Section 5.  Regulations.  The Board of Directors may
make such additional rules and regulations as it may deem
expedient concerning the issue and transfer of certificates
representing shares of stock of each class of the
Corporation and may make such rules and take such action as
it may deem expedient concerning the issue of certificates
in lieu of certificates claimed to have been lost,
destroyed, stolen or mutilated.
	Section 6.  Fixing Date for Determination of
Stockholders of Record.  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 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
purpose, except to express consent to corporate action in
writing without a meeting, the board of directors may fix,
in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other
action.  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.
	In order that the corporation may determine that
stockholders are entitled to consent to corporate action in
writing without a meeting, the board of directors may fix a
record date, which record date 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.  Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written
consent shall, by written notice to the secretary, request
the board of directors to fix a record date.  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 record date has
been fixed by the board of directors within ten days of the
date on which such a request is received, the record date
for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no
prior action by the board of directors is required by
applicable law, 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 corporation by delivery to
its registered office in the State of Delaware, its
principal place of business, or any officer or agent of the
corporation having custody of the book in which proceedings
of stockholders meetings are recorded, to the attention of
the secretary of the corporation.  Delivery shall be by
hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the board
of directors and prior action by the board of directors is
required by applicable law, 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.
	In the event of the delivery to the corporation of a
written consent or consents purporting to authorize or take
corporate action and/or related revocations (each such
written consent or related revocation is referred to in
this section as a "Consent"), the secretary of the
corporation shall provide for safekeeping of such Consent
and shall immediately appoint duly qualified and
independent inspectors to (i) conduct promptly such
reasonable ministerial review as such inspectors deem
necessary or appropriate for the purpose of ascertaining
the sufficiency and validity of such Consent and all
matters incident thereto, including, without limitation,
whether holders of shares having the requisite voting power
to authorize or take the action specified in the Consent
have given consent, and (ii) deliver to the secretary a
written report regarding the foregoing.  If after such
investigation and report the secretary shall determine that
the Consent is valid, that fact shall be certified on the
records of the corporation kept for the purpose of
recording the proceedings of meetings of stockholders, and
the Consent shall be filed in such records, at which time
the Consent shall become effective as stockholder action.
ARTICLE VIII
Seal
	The Board of Directors shall provide a corporate seal,
which shall be in the form of a circle and shall bear the
full name of the Corporation and such other words or
figures as the Board of Directors may approve and adopt.
The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner
reproduced.

ARTICLE IX
Fiscal Year
	The fiscal year of the Corporation shall end on the
last Saturday in December each year.
ARTICLE X
Waiver of Notice
	Whenever any notice whatsoever is required to be given
by these By-laws, by the Restated Certificate of
Incorporation of the Corporation or by law, the person
entitled thereto may, either before or after the meeting or
other matter in respect of which such notice is to be
given, waive such notice in writing, which writing shall be
filed with or entered upon the records of the meeting or
the records kept with respect to such other matter, as the
case may be, and in such event such notice need not be
given to such person and such waiver shall be deemed
equivalent to such notice.
ARTICLE XI
Form of By-law For
Amendment of By-laws


	Section 1.  Amendments.  These By-laws may be altered,
amended or repealed, in whole or in part, or new By-laws
may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such
alteration, amendment, repeal or adoption of new By-laws be
contained in the notice of such meeting of stockholders or
Board of Directors, as the case may be.  All such
amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote
thereon or by a majority of the entire Board of Directors
then in office.

	Section 2.  Entire Board of Directors.  As used in
this Article XI and in these By-laws generally, the term
"entire Board of Directors" means the total number of
directors (as determined from time to time by the Board of
Directors in accordance with Section 2 of Article III of
these By-laws) which the Corporation would have if there
were no vacancies.

ARTICLE XII
Miscellaneous
	Section 1.  Execution of Documents.  The Board of
Directors or any committee thereof shall designate the
officers, employees and agents of the Corporation who shall
have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, notes, checks, drafts and
other orders for the payment of money and other documents
for and in the name of the Corporation and may authorize
such officers, employees and agents to delegate such power
(including authority to redelegate) by written instrument
to other officers, employees or agents of the Corporation.
Such delegation may be by resolution or otherwise and the
authority granted shall be general or confined to specific
matters, all as the Board or any such committee may
determine.  In the absence of such designation referred to
in the first sentence of this Section, the officers of the
Corporation shall have such power so referred to, to the
extent incident to the normal performance of their duties.
	Section 2.  Deposits.  All funds of the Corporation
not otherwise employed shall be deposited from time to time
to the credit of the Corporation or otherwise as the Board
of Directors or any committee thereof or any officer of the
Corporation to whom power in that respect shall have been
delegated by the Board or any such committee shall select.
	Section 3.  Checks.  All checks, drafts and other
orders for the payment of money out of the funds of the
Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed on behalf
of the Corporation in such manner as shall from time to
time be determined by resolution of the Board of Directors
or of any committee thereof.
	Section 4.  Proxies in Respect of Stock or Other
Securities of Other Corporations.  The Board of Directors
or any committee thereof shall designate the officers of
the Corporation who shall have authority from time to time
to appoint an agent or agents of the Corporation to
exercise in the name and on behalf of the Corporation the
powers and rights which the Corporation may have as the
holder of stock or other securities in any other
corporation, and to vote or consent in respect of such
stock or securities; such designated officers may instruct
the person or persons so appointed as to the manner of
exercising such powers and rights; and such designated
officers may execute or cause to be executed in the name
and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of
attorney or other instruments as they may deem necessary or
proper in order that the Corporation may exercise its said
powers and rights; provided, however, that in the absence
of any such designation, the Chairman of the Board shall
exercise the rights of the Corporation hereunder.
	Section 5.  By-laws Subject to Law and Restated
Certificate of Incorporation of the Corporation.  Each
provision of these By-laws is subject to any contrary
provision of the Restated Certificate of Incorporation of
the Corporation or of any applicable law as from time to
time in effect, and to the extent any such provision is
inconsistent therewith, such provision shall be superseded
thereby for as long as and to the extent which it is
inconsistent, but for all other purposes of these By-laws
shall continue in full force and effect.
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