==============================


                                  BYLAWS

                                    OF

                          THE SOUTHLAND CORPORATION

                        (Restated as amended through
                              April 24, 1996)


                         ==============================











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                             TABLE OF CONTENTS

SECTION                                                                PAGE
                                  ARTICLE I

                                   OFFICES
1     Registered Office                                                   1
2     Other Offices                                                       1


                                 ARTICLE II

                           MEETINGS OF SHAREHOLDERS
1     Annual Meetings                                                     1
2     Special Meetings                                                    1
3     Notice of Meetings                                                  2
4     Waiver of Notice                                                    2
5     Adjournments                                                        2
6     Quorum                                                              2
7     Voting                                                              3
8     Voting in Person or by Proxy                                        3
9     Fixing Date for Determination of Shareholders of Record for         3
         Matters Other Than Consents to Action 
10    Fixing Date for Determination of Shareholders of Record for         4
         Consents to Action
11    Voting List                                                         4
12    Action by Means of Telephone or Similar Communications Equipment    5


                                 ARTICLE III

                              BOARD OF DIRECTORS

1     General                                                             5
2     Number and Term of Office                                           5
3     Officers of the Board                                               5
4     Chairman of the Board                                               6
5     Vice Chairman of the Board                                          6
6     Resignation                                                         6
7     Removal                                                             6
8     Vacancies                                                           6
9     Meetings                                                            6
10    Committees of the Board                                             8
11    Directors' Consent in Lieu of Meeting                               9
12    Action by Means of Telephone or Similar Communications Equipment    9
13    Compensation                                                        9

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                                  ARTICLE IV

                                   OFFICERS
1     Officers of the Corporation                                         9
2     Authority and Duties; Compensation                                 10
3     Term of Office, Resignation and Removal                            10
4     Vacancies                                                          10
5     The Chief Executive Officer                                        10
6     The President                                                      11
7     Vice Presidents                                                    11
8     The Secretary                                                      11
9     Assistant Secretaries                                              11
10    The Treasurer                                                      11
11    Assistant Treasurers                                               12
12    The Controller                                                     12


                                  ARTICLE V

                  EXECUTION OF CHECKS, DRAFTS, NOTES, PROXIES
                     AND OTHER CONTRACTS AND INSTRUMENTS

1     Checks, Drafts and Notes                                           12
2     Execution of Proxies                                               12
3     Other Contracts and Instruments                                    12


                                ARTICLE VI

                      SHARES AND TRANSFERS OF SHARES

1     Certificates Evidencing Shares                                     12
2     Share Transfer Records                                             13
3     Transfers of Shares                                                13
4     Addresses of Shareholders                                          13
5     Lost, Destroyed and Mutilated Certificates                         14
6     Regulations                                                        14

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                               ARTICLE VII

                            SEAL; FISCAL YEAR
1     Seal                                                               14
2     Fiscal Year                                                        14


                               ARTICLE VIII

                           LOANS AND GUARANTEES

1     Loans and Guarantees                                               14


                               ARTICLE IX

                       INDEMNIFICATION AND INSURANCE

1     Right to Indemnification                                           15
2     Advance Payments                                                   15
3     Indemnification of Employees and Agents                            16
4     Appearance as a Witness                                            16
5     Nonexclusivity of Rights                                           16
6     Insurance                                                          16
7     Shareholder Notification                                           16
8     Indemnification for Negligence                                     17
9     Savings Clause                                                     17


                               ARTICLE X

                        AMENDMENTS; SEVERABILITY

1     Amendments                                                         17
2     Severability                                                       17

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                             BYLAWS

                               OF

                      THE SOUTHLAND CORPORATION


                            ARTICLE I

                             OFFICES


     Section 1.  REGISTERED OFFICE.  The registered office of The Southland 
Corporation (the "Corporation") shall be located at the principal office of 
the CT Corporation System in the City of Dallas, County of Dallas, State of 
Texas, or at such other place as may be designated from time to time by 
resolution of the Board of Directors of the Corporation (the "Board"), and 
the registered agent in charge thereof shall be the CT Corporation System or 
such other agent as may be designated from time to time by resolution of the 
Board.

     Section 2.  OTHER OFFICES.  The Corporation may also have an office or 
offices at any other place or places within or without the State of Texas as 
the Board may from time to time determine or the business of the Corporation 
may from time to time require.


                           ARTICLE II

                   MEETINGS OF SHAREHOLDERS


     Section 1.  ANNUAL MEETINGS.  The annual meeting of shareholders of the 
Corporation for the election of directors of the Corporation ("Directors"), 
and for the transaction of such other business as may properly come before 
such meeting, shall be held at such place (within or without the State of 
Texas), date and time as shall be fixed by the Board and designated in the 
notice or waiver of notice of such annual meeting; provided, however, that 
no annual meeting of shareholders need be held if all actions, including the 
election of directors, required by the Texas Business Corporation Act (the 
"Act") to be taken at such annual meeting are taken by written consent in 
lieu of meeting.

     Section 2.  SPECIAL MEETINGS.  A special meeting of the shareholders of 
the Corporation for any purpose or purposes may only be called by the Board, 
the Chairman of the Board (the "Chairman") or the President of the 
Corporation (the "President") or by the holders of not less than fifty 
percent of the shares of capital stock of the Corporation entitled to vote 
at the proposed meeting ("Shares").  Such special meeting, if any, shall be 
held at such place (within or without the State of Texas), date and time as 
shall be designated in the notice or waiver of notice thereof.  Only 
business within the purpose or purposes described in the notice of special 
meeting may be conducted at such special meeting.

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     Section 3.  NOTICE OF MEETINGS.

     (a)     Except as otherwise provided by law, written or printed notice 
of each annual or special meeting of shareholders stating the place, date 
and hour of such meeting, such other information as is required by law and, 
in the case of a special meeting, the purpose or purposes for which such 
meeting is to be held, shall be given personally or by first-class mail 
(airmail in the case of international communications) to each holder of 
shares (a "Shareholder"), not less than ten nor more than sixty days before 
the date of such meeting.  If mailed, such notice shall be deemed to be 
given when deposited in the United States mail, postage prepaid, directed to 
the shareholder at such shareholder's address as it appears on the share 
transfer records of the Corporation.

     (b)     Notice of a special meeting of shareholders may be given by the 
person or persons calling the meeting, or, upon the written request of such 
person or persons, such notice shall be given by the Secretary on behalf of 
such person or persons.  If the person or persons calling a special meeting 
of shareholders give notice thereof, such person or persons shall deliver a 
copy of such notice to the Secretary.  Each request to the Secretary for the 
giving of notice of a special meeting of shareholders shall state the 
purpose or purposes of such meeting.

     Section 4.  WAIVER OF NOTICE.  Notice of any annual or special meeting 
of shareholders need not be given to any shareholder who files a written 
waiver of notice with the Secretary, signed by the person entitled to 
notice, whether before or after such meeting.  Neither the business to be 
transacted at, nor the purpose of, any meeting of shareholders need be 
specified in any written waiver of notice thereof.  Attendance of a 
shareholder at a meeting, in person or by proxy, shall constitute a waiver 
of notice of such meeting, except when such shareholder attends a meeting 
for the express purpose of objecting, at the beginning of the meeting, to 
the transaction of any business on the ground that the meeting is not 
lawfully called or convened.

     Section 5.  ADJOURNMENTS.  Whenever a meeting of shareholders, annual 
or special, is adjourned to another date, time or place, notice need not be 
given of the adjourned meeting if the date, time and place thereof are 
announced at the meeting at which the adjournment is taken.  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 shareholder.  At the 
adjourned meeting, any business may be transacted which might have been 
transacted at the original meeting.

     Section 6.  QUORUM.  Except as otherwise provided by law or the 
Articles of Incorporation of the Corporation (the "Articles of 
Incorporation"), the holders of a majority of the shares, present in person 
or represented by proxy, shall constitute a quorum for the transaction of 
business at all meetings of shareholders, whether annual or special.  If, 
however, such quorum shall not be present in person or by proxy at any 
meeting of shareholders, the shareholders present in person or represented 
by proxy may adjourn the meeting from time to time, without notice other 
than that provided for in Section 5 of this Article II, until a quorum shall 
be present in person or by proxy.

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     Section 7.  VOTING.  Except as otherwise provided by law or the 
Articles of Incorporation (including, without limitation, any resolutions 
pursuant to which any shares of preferred stock are issued), each 
shareholder shall be entitled to one vote for each share held of record by 
such shareholder.  Except as otherwise provided by law or the Articles of 
Incorporation, the vote of holders of a majority of the shares entitled to 
vote on any matter shall be the act of the shareholders.  Except as 
otherwise provided by law or the Articles of Incorporation (including, 
without limitation, any resolutions pursuant to which any shares of 
preferred stock are issued), at each election of directors, every 
shareholder shall have the right to vote, in person or by proxy, the number 
of shares owned by him for as many persons as there are directors to be 
elected and for whose election he has a right to vote.  Cumulative voting in 
the election of directors shall be prohibited as provided in Article Six of 
the Articles of Incorporation of the Corporation.

     Section 8.  VOTING IN PERSON OR BY PROXY.  Any shareholder may vote or 
act either in person or by proxy executed in writing by the shareholder and 
authorizing another person or persons to vote or act for such shareholder.  
A telegram, telex, cablegram or similar transmission by the shareholder or a 
photographic, photostatic, facsimile or similar reproduction of a writing 
executed by the shareholder shall be treated as an execution for purposes of 
this Section 8.  Such proxy shall be filed with the Secretary at or before 
such meeting of shareholders, or such action of shareholders without a 
meeting, at such time as the Board may require.  No proxy shall be valid 
after eleven months from the date of its execution, unless otherwise 
provided in the proxy.  Each such proxy shall be revocable unless the proxy 
form conspicuously states that the proxy is irrevocable and the proxy is 
coupled with an interest or unless the proxy is otherwise made irrevocable 
by law.  For purposes of the foregoing, proxies coupled with an interest 
include the appointment as proxy of:

     (1)     a pledgee;

     (2)     a person who purchased, or agreed to purchase, or owns or holds 
an option to purchase, the shares;

     (3)     a creditor of the Corporation who extended it credit under 
terms requiring the appointment;

     (4)     an employee of the Corporation whose employment contract 
requires the appointment; or

     (5)     a party to a voting agreement created under Section B, Article 
2.30, of the Act, as amended.

     Section 9.  FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD FOR 
MATTERS OTHER THAN CONSENTS TO ACTION.  For the purpose of determining 
shareholders entitled to notice of or to vote at any meeting of shareholders 
or any adjournment thereof, or entitled to receive a distribution by the 
Corporation (other than a distribution involving a purchase or redemption by 
the Corporation of any of its shares) or a share dividend, or in order to 
make a determination of shareholders for any other proper purpose (other 
than determining shareholders entitled to consent to action by shareholders 

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proposed to be taken without a meeting of shareholders), the Board may 
provide that the share transfer records shall be closed for a stated period 
but not to exceed, in any case, sixty days.  If the share transfer records 
shall be closed for the purpose of determining shareholders entitled to 
notice of or to vote at a meeting of shareholders, such records shall be 
closed for at least ten days immediately preceding such meeting.  In lieu of 
closing the share transfer records, these Bylaws, or, in the absence of an 
applicable Bylaw, the Board, may fix in advance a date as the record date 
for any such determination of shareholders, such date in any case to be not 
more than sixty days, and, in the case of a meeting of shareholders, not 
less than ten days, prior to the date on which the particular action 
requiring such determination of shareholders is to be taken.  If the share 
transfer records are not closed and no record date is fixed for 
determination of shareholders entitled to notice of or to vote at a meeting 
of shareholders, or shareholders entitled to receive a distribution (other 
than a distribution involving a purchase or redemption by the Corporation of 
any of its own shares) or a share dividend, the date on which notice of the 
meeting is mailed or the date on which the resolution of the Board declaring 
such distribution or share dividend is adopted, as the case may be, shall be 
the record date for such determination of shareholders.  When a 
determination of the shareholders entitled to vote at a meeting of 
shareholders has been made as provided in this Section 9, such determination 
shall apply to any adjournment thereof, except where the determination has 
been made through the closing of the share transfer records and the stated 
period of closing has expired.

     Section 10.  FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD 
FOR CONSENTS TO ACTION.  Unless a record date shall have previously been 
fixed or determined pursuant to this Section 10, whenever action by 
shareholders is proposed to be taken by consent in writing without a meeting 
of shareholders, the Board may fix a record date for the purpose of 
determining the shareholders entitled to consent to that action, which 
record date shall not precede, and shall not be more than ten days after, 
the date upon which the resolution fixing the record date is adopted by the 
Board.  If no record date previously has been fixed by the Board and the 
prior action of the Board is not required by the Act, the record date for 
determining shareholders entitled to consent to action in writing without a 
meeting 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, its principal place of 
business, or an office or agent of the Corporation having custody of the 
books in which proceedings of meetings of shareholders are recorded.  
Delivery shall be by hand or by certified or registered mail, return receipt 
requested.  Delivery to the Corporation's principal place of business shall 
be addressed to the Chief Executive Officer or President.  If no record date 
shall have been fixed by the Board and prior action of the Board is required 
by the Act, the record date for determining shareholders entitled to consent 
to action in writing without a meeting shall be at the close of business on 
the date on which the Board adopts a resolution taking such prior action.

     Section 11.  VOTING LIST.  The office or agent having charge of the 
stock transfer book for shares shall make, at least ten days before each 
meeting of shareholders, a complete list of the shareholders entitled to 
vote at such meeting of any adjournment thereof, arranged in alphabetical 
order, with the address of and the number of shares held by each, which 
list, for a period of ten days prior to such meeting, shall be kept on file 
at the registered office or principal place of business of the Corporation 

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and shall be subject to inspection by any shareholder at any time during 
usual business hours.  Such list shall also be produced and kept open at the 
time and place of the meeting and shall be subject to inspection by any 
shareholder during the whole time of the meeting.  The original stock 
transfer book shall be prima facie evidence as to the identity of the 
shareholders entitled to examine such list or transfer books or to vote at 
any meeting of shareholders.

     Section 12.  ACTION BY MEANS OF TELEPHONE OR SIMILAR COMMUNICATIONS 
EQUIPMENT.  Any one or more shareholders may participate in and hold a 
meeting of such shareholders 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, except where a 
shareholder so participates in the meeting for the express purpose of 
objecting to the transaction of any business on the grounds that the meeting 
is not lawfully called or convened.


                           ARTICLE III

                         BOARD OF DIRECTORS


     Section 1.  GENERAL.  The powers of the Corporation shall be exercised 
by or under the authority of, and the business and affairs of the 
Corporation shall be managed under the direction of, the Board, which may 
exercise all such powers of the Corporation and do all such lawful acts and 
things as are not by law, the Articles of Incorporation or these Bylaws 
directed or required to be exercised or done by shareholders.  No director 
need be a shareholder, a resident of the State of Texas or a citizen of the 
United States.

     Section 2.  NUMBER AND TERM OF OFFICE.  The number of directors shall 
be fifteen or such other number, not less than one, as shall be fixed from 
time to time by resolution of the Board; provided, however, that no decrease 
in the number of directors shall have the effect of shortening the term of 
any incumbent director.  Directors shall be elected at the annual meeting of 
shareholders or, if in accordance with Section 1 of Article II hereof, no 
such annual meeting is held, by written consent in lieu of meeting, and each 
director shall hold office until the next succeeding annual meeting (or 
consent in lieu thereof) and until his successor has been elected and 
qualified, or until his earlier death, resignation or removal in the manner 
hereinafter provided.

     Section 3.  OFFICERS OF THE BOARD.  The Board shall elect from among 
its members a Chairman and may also elect one or more Vice Chairmen, none of 
whom shall be required to be officers or employees of the Corporation.  The 
Chairman shall have the powers specified in Section 4 of this Article III, 
and the Vice Chairman, if any, shall have the powers specified in Section 5 
of this Article III.  Neither the Chairman nor the Vice Chairman shall be an 
administrative executive of the Corporation as a result of holding the 
position of Chairman or Vice Chairman of the Board.

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     Section 4.  CHAIRMAN OF THE BOARD.  The Chairman shall serve as an 
officer of the Board, with policy making authority, but shall not be an 
administrative executive of the Corporation.  The Chairman shall have the 
power to call special meetings of shareholders, to call special meetings of 
the Board and, if present, to preside at all meetings of shareholders and 
all meetings of the Board.  The Chairman shall perform all duties incident 
to the office of Chairman of the Board and all such other duties as may from 
time to time be assigned to him by the Board or these Bylaws.  If there 
shall be no Chief Executive Officer, or during his disability, the Chairman 
shall perform his duties.

     Section 5.  VICE CHAIRMAN OF THE BOARD.  The Vice Chairman (whether one 
or more), shall serve as an officer of the Board, with policy making 
authority, but shall not be an administrative executive of the Corporation.  
The Vice Chairman shall have the power to preside over all meetings of 
shareholders and all meetings of the Board if there shall be no Chairman, or 
during the absence or disability of the Chairman.  The Vice Chairman shall 
perform all duties incident to the office of Vice Chairman and all such 
other duties as may from time to time be assigned to him by the Board, the 
Chairman or these Bylaws.

     Section 6.  RESIGNATION.  Any director may resign at any time by giving 
written notice to the Board, the Chairman or the Secretary.  Such 
resignation shall take effect at the time specified in such notice or, if 
the time shall not be specified, when such notice is first received by the 
Board, the Chairman or the Secretary.  Unless otherwise specified therein, 
acceptance of such resignation shall not be necessary to make it effective.

     Section 7.  REMOVAL.  At any meeting of shareholders called expressly 
for that purpose, any director or the entire Board may be removed, with or 
without cause, by a vote of the holders of a majority of the shares or by 
written consent of the holders of a majority of the shares.

     Section 8.  VACANCIES.  Any vacancy occurring on the Board may be 
filled by vote of the holders of a majority of the shares then entitled to 
vote at an election of directors at any meeting of shareholders called 
expressly for that purpose, or by written consent of such holders or by vote 
of the Board or by written consent of the directors pursuant to Section 11 
of this Article III; provided, however, that the Board may not fill more 
than two directorships resulting from an increase in the number of directors 
during the period between any two successive annual meetings of 
shareholders.

     Section 9.  MEETINGS.

     (a)     ANNUAL MEETINGS.  As soon as practicable after each annual 
election of directors by the shareholders, the Board shall meet for the 
purpose of organization and the transaction of other business, unless it 
shall have transacted all such business by written consent pursuant to 
Section 11 of this Article III, and, if a quorum is present, no notice of 
such meeting to the newly elected directors shall be necessary in order 
legally to constitute the meeting.

     (b)     REGULAR MEETINGS.  Regular Meetings of the Board may be held, 
with or without notice, at such time and place as shall from time to time be 
determined by the Chairman.

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     (c)     SPECIAL MEETINGS.  Other meetings of the Board shall be held at 
such times as the Chairman, the Vice Chairman of the Board, the Chief 
Executive Officer, the President, the Secretary or a majority of the Board 
shall from time to time determine.

     (d)     NOTICE OF MEETINGS.  The Chairman, President or Secretary shall 
give notice to each director of each special meeting of the Board, which 
notice shall state the place, date and time of such meeting.  Notice of each 
special meeting shall be given to each director at least forty-eight hours 
before the time at which such meeting is to be held by telecopy, telegraph, 
cable or other form of recorded communication, or delivered personally or by 
telephone.  A written waiver of notice, signed by the director entitled to 
notice, whether before or after the time of the meeting referred to in such 
waiver, shall be deemed equivalent to notice.  Attendance of a director at 
any meeting of the Board shall constitute a waiver of notice of such 
meeting, except where a director attends a meeting for the express purpose 
of objecting to the transaction of any business on the ground that the 
meeting is not lawfully called or convened.  Neither the business to be 
transacted at, nor the purpose of, any regular or special meeting of the 
Board need be specified in the notice or waiver of such meeting.

     (e)     PLACE OF MEETINGS.  The Board may hold its meetings at such 
place or places within or without the State of Texas as the Board or the 
Chairman may from time to time determine, or as shall be designated in the 
respective notices or waivers of notice at such meetings.

     (f)     QUORUM AND MANNER OF ACTING.  A majority of the number of 
directors fixed by, or in the manner provided in, the Articles of 
Incorporation or these Bylaws shall constitute a quorum for the transaction 
of business.  The act of a majority of those directors present at any such 
meeting at which a quorum is present shall constitute the act of the Board, 
except as otherwise expressly required by law, the Articles of Incorporation 
or these Bylaws.  In the absence of a quorum for any such meeting, a 
majority of the directors present thereat may adjourn such meeting from time 
to time, without notice other than announcement at the meeting, until a 
quorum shall be present.

     (g)     ORGANIZATION.  At each meeting of the Board, one of the 
following shall act as chairman of the meeting and preside, in the following 
order of precedence:

          (i)     the Chairman;

          (ii)    the Vice Chairman;

          (iii)   the Chief Executive Officer;

          (iv)    the President; or

          (v)     any director chosen by a majority of the directors 
present.

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The Secretary or, in the case of his absence, any person (who shall be an 
Assistant Secretary, if an Assistant Secretary is present) whom the chairman 
of the meeting shall appoint shall act as Secretary of such meeting and keep 
the minutes thereof.

     Section 10.  COMMITTEES OF THE BOARD.

     (a)     GENERAL.  The Board may, by resolution adopted by a majority of 
the full Board, designate from among its members one or more committees, 
each of which shall be comprised of one or more directors.  The number of 
committee members on any such committee may be increased or decreased from 
time to time by resolution adopted by a majority of the full Board.  The 
Board may designate one or more directors as alternate members of any 
committee, who may replace any absent or disqualified member at any meeting 
of such committee.  The designation of such committees and the delegation 
thereto of authority shall not operate to relieve the Board, or any 
director, of any responsibility imposed by laws.  Any audit committee 
created by the Board shall be comprised of a majority of independent 
directors; provided, however, if the number of directors who are independent 
directors constitutes less than a majority of such committee, this provision 
shall be suspended until such time as the number of directors who are 
independent directors would again constitute a majority of such committee.  
For purposes of this Section 10(a), independent directors shall mean any 
directors who are not officers or directors of a shareholder owning directly 
or indirectly a majority of the shares of common stock or an affiliate of 
such shareholder (other than the Corporation) and who are not officers of 
the Corporation.

     (b)     TERM; REMOVAL; VACANCIES.  Each Committee member shall serve as 
such until the earliest of:  (i) the expiration of his term as director, 
(ii) his resignation as a committee member or as a director, or (iii) his 
removal as a committee member or as a director.  Any member of any committee 
of the Board elected or appointed by the Board shall hold such office at the 
pleasure of the Board and may be removed by the Board at any time whenever, 
in the Board's judgment, the best interests of the Corporation will be 
served thereby.  Vacancies in the membership of any committee of the Board 
may be filled by the Board at any annual, regular or special meeting of the 
Board or by written consent without meeting pursuant to Section 11 of this 
Article III.

     (c)     POWERS AND AUTHORITY.  Any committee of the Board, to the 
extent provided in the resolution of the Board designating such committee, 
shall have and may exercise all the powers and authority of the Board, and 
may authorize the seal of the Corporation to be affixed to any papers which 
may require it; provided, however, that no such committee shall have such 
power or authority with respect to:  (i) amending the Articles of 
Incorporation (except that such a committee may, to the extent authorized in 
the resolution or resolutions designating that committee or in the Articles 
of Incorporation, and permitted under applicable law, exercise the authority 
of the Board vested in it in accordance with Article 2.13 of the Act, 
relating to the establishment of a series of unissued shares of a class of 
stock), (ii) proposing a reduction of the stated capital of the Corporation 
in the manner permitted by Article 4.12 of the Act, (iii) approving a plan 
of merger or share exchange of the Corporation, (iv) recommending to the 
shareholders the sale, lease or exchange of all or substantially all of the 
Corporation's property and assets other than in the usual and regular course 
of business, (v) recommending to the shareholders a voluntary dissolution of 

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the Corporation or a revocation thereof, (vi) amending, altering or 
repealing these Bylaws or adopting new Bylaws of the Corporation, (vii) 
filling vacancies in the Board, (viii) filling vacancies in or designating 
alternate members of any such committee, (ix) filling any directorship to be 
filled by reason of an increase in the number of directors, (x) electing or 
removing officers of the Corporation or members or alternate members of any 
such committee, (xi) fixing the compensation of any member or alternate 
members of such committee, or (xii) altering or repealing any resolution of 
the Board that by its terms provides that it shall not be so amendable or 
repealable; provided, further, that, unless expressly so provided in the 
resolution of the Board designating such committee or in the Articles of 
Incorporation, no such committee shall have the power or authority to 
declare or authorize a dividend or other distribution or to authorize the 
issuance of shares of the Corporation.

     (d)     MINUTES.  Each committee of the Board shall keep regular 
minutes of its proceedings and report the same to the Board when so 
requested by the Board.

     Section 11.  DIRECTORS' CONSENT IN LIEU OF MEETING.  Any action 
required or permitted to be taken at a meeting of the Board or of any 
committee thereof may be taken without a meeting, without prior notice and 
without a vote, if a consent in writing, setting forth the action so taken, 
is signed by all the members of the Board or such committee, as the case may 
be, and such consent is filed with the minutes of the proceedings of the 
Board or such committee.

     Section 12.  ACTION BY MEANS OF TELEPHONE OR SIMILAR COMMUNICATIONS 
EQUIPMENT.  Any one or more members of the Board, or members of any 
committee designated by the Board, may participate in and hold a meeting of 
the Board or 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 participation in a meeting by such means 
shall constitute presence in person at such meeting, except where a person 
so participates in the meeting for the express purpose of objecting to the 
transaction of any business on the grounds that the meeting is not lawfully 
called or convened.

     Section 13.  COMPENSATION.  The Board may determine the compensation of 
directors, including, without limitation, compensation for service on any 
committee.  In addition, as determined by the Board, directors may be 
reimbursed by the Corporation for their expenses, if any, in the performance 
of their duties as directors.  No such compensation or reimbursement shall 
preclude any director from serving the Corporation in any other capacity and 
receiving compensation therefor.


                           ARTICLE IV

                    OFFICERS OF THE CORPORATION

     Section 1.  OFFICERS OF THE CORPORATION.  The Board shall elect, or 
appoint, from among the employees of the Corporation, certain persons who 
shall serve as officers of the Corporation.  The officers of the Corporation 
shall be the Chief Executive Officer, the President, the Secretary, the 

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Treasurer and the Controller.  One or more Vice Presidents, one or more 
Assistant Secretaries, one or more Assistant Treasurers and such other 
officers as may be deemed necessary by the Board may be appointed as 
officers of the Corporation from time to time.  Any two or more offices may 
be held by the same person.

     Section 2.  AUTHORITY AND DUTIES; COMPENSATION.  All officers shall 
have such authority and perform such duties in the management of the 
Corporation as may be provided in these Bylaws or, to the extent not so 
provided, by resolution of the Board not inconsistent with these Bylaws.  
The compensation of the Chief Executive Officer and the President shall be 
fixed by the Board.  The compensation of all other officers and assistant 
officers of the Corporation shall be fixed by the Chief Executive Officer or 
the President, in each case with the approval of the compensation committee 
of the Board or, if there is no compensation committee of the Board, with 
the approval of the Board.

     Section 3.  TERM OF OFFICE, RESIGNATION AND REMOVAL.

     (a)     The President and the Secretary shall be elected by the Board.  
All other officers shall be elected or appointed by the Board.  Each officer 
shall hold office at the pleasure of the Board.  Each officer shall hold 
office until his successor has been appointed and qualified or his earlier 
death, resignation or removal in the manner hereinafter provided.

     (b)     Any officer may resign at any time by giving written notice to 
the Board, the Chairman, the President or the Secretary.  Such resignation 
shall take effect at the time specified in such notice or, if the time shall 
not be specified, when such notice is first received by the Board, the 
Chairman, the President or the Secretary.  Unless otherwise specified 
therein, acceptance of such resignation shall not be necessary to make it 
effective.

     (c)     Any officer or agent elected or appointed by the Board may be 
removed, with or without cause, at any time by the Board whenever, in the 
Board's judgment, the best interests of the Corporation will be served 
thereby.  Such removal shall be without prejudice to the contract rights, if 
any, of the person so removed.

     Section 4.  VACANCIES.  Any vacancy occurring in any office of the 
Corporation elected by the Board may be filled only by the Board at any 
regular or special meeting.  Any vacancy occurring in any office of the 
Corporation appointed by the Board may be filled by the Board or by any 
officer entitled by these Bylaws or authorized by the Board to appoint such 
officers.

     Section 5.  THE CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer 
shall have such powers and duties as may be delegated by the Board and shall 
have general and active management and control of the business and affairs 
and property of the Corporation, subject to the control and direction of the 
Board and any committees thereof, and shall see that all orders and 
resolutions of the Board and any committees thereof are carried into effect.  
The Chief Executive Officer shall perform all duties incident to the office 
of Chief Executive Officer and all such other duties as may from time to 
time be assigned to him by the Board or these Bylaws.  If there shall be no 
Chairman and Vice Chairman of the Board, or during their disability, or the 
disability of the President, the Chief Executive Officer shall perform their 
duties.

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     Section 6.  THE PRESIDENT.  The President shall have such powers and 
duties as may be delegated by the Board or the Chief Executive Officer.  If 
there shall be no Chief Executive Officer, or during the disability of the 
Chief Executive Officer, the President shall perform the duties and exercise 
the powers of the Chief Executive Officer.

     Section 7.  VICE PRESIDENTS.  Vice Presidents, if any, shall generally 
assist the President and shall perform such other duties as the Board or the 
President shall prescribe.  If there shall be no President, or during the 
disability of the President, the Vice Presidents, in order of their 
seniority of office or in any other order determined by the Board or the 
Chief Executive Officer, shall perform the duties and exercise the powers of 
the President.  The Board may designate one or more Vice Presidents as 
Executive Vice Presidents, Senior Vice Presidents, Assistant Vice 
Presidents, Regional Vice Presidents or any other designation deemed 
appropriate by the Board.

     Section 8.  THE SECRETARY.  The Secretary shall, to the extent 
practicable, attend all meetings of the Board and all meetings of 
shareholders and shall record all votes and the minutes of all proceedings 
in a book to be kept for that purpose, and shall perform the same duties for 
any committee of the Board when so requested by such committee.  He shall 
give or cause to be given notice of all meetings of shareholders and of the 
Board, shall perform such other duties as may be prescribed by the Board or 
the President.  He shall keep in safe custody the seal of the Corporation 
and affix the same to any instrument that requires that the seal be affixed 
to it and which shall have been duly authorized for signature in the name of 
the Corporation and, when so affixed, the seal shall be attested by his 
signature or by the signature of the Treasurer of the Corporation or an 
Assistant Secretary or Assistant Treasurer of the Corporation.  He shall 
keep in safe custody the certificate books and shareholder records and such 
other books and records of the Corporation as the Board or the President may 
direct and shall perform all duties incident to the office of Secretary and 
such other duties as from time to time may be assigned to him by the Board, 
the Chief Executive Officer or the President.

     Section 9.  ASSISTANT SECRETARIES.  Assistant Secretaries, if any, 
shall generally assist the Secretary and perform such other duties as the 
Board or the Secretary shall prescribe.  If there shall be no Secretary, or 
during the disability of the Secretary, the Assistant Secretaries shall 
perform the duties and exercise the powers of the Secretary.

     Section 10.  THE TREASURER.  The Treasurer shall have the care and 
custody of all funds and securities of the Corporation and shall deposit 
such funds or securities in such banks or other depositories as the Board, 
or any officer or officers duly authorized by the Board, shall from time to 
time direct or approve.  He shall disburse the funds of the Corporation 
under the direction of the Board, the Chief Executive Officer or the 
President.  He shall keep a full and accurate account of all moneys received 
and paid on account of the Corporation and shall render a statement of such 
accounts whenever the Board, the Chief Executive Officer or the President 
shall so request.  He shall perform all other necessary actions and duties 
in connection with the administration of the financial affairs of the 
Corporation and shall generally perform all the duties usually appertaining 
to the office of treasurer of a corporation.

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     Section 11.  ASSISTANT TREASURERS.  Assistant Treasurers, if any, shall 
generally assist the Treasurer and perform such other duties as the Board or 
the Treasurer shall prescribe, or, during the disability of the Treasurer, 
the Assistant Treasurers shall perform the duties and exercise the powers of 
the Treasurer.

     Section 12.  THE CONTROLLER.  The Controller shall be the principal 
accounting officer of the Corporation and shall have charge of the accounts 
of the Corporation and shall perform such other duties and have such other 
powers as may be prescribed by the Board, the Chief Executive Officer, or 
the President, under whose supervision and direction he shall be.  He shall 
submit such reports, records and other information as may be required or 
requested by any director or other officer.


                           ARTICLE V

                EXECUTION OF CHECKS, DRAFTS, NOTES,
            PROXIES AND OTHER CONTRACTS AND INSTRUMENTS

     Section 1.  CHECKS, DRAFTS AND NOTES.  All checks, drafts and other 
orders for the payment of money, notes and other evidences of indebtedness 
issued in the name of the Corporation shall be signed by such officer or 
officers, agent or agents of the Corporation and in such manner as shall be 
determined, from time to time, by resolution of the Board.

     Section 2.  EXECUTION OF PROXIES.  The Chief Executive Officer, the 
President or any Vice President may authorize, from time to time, the 
execution and issuance of proxies to vote shares of stock or other 
securities of other corporations held of record by the Corporation and the 
execution of consents to action taken or to be taken by any such 
corporation.  All such proxies and consents, unless otherwise authorized by 
the Board, shall be signed in the name of the Corporation by the Chief 
Executive Officer, the President or any Vice President.

     Section 3.  OTHER CONTRACTS AND INSTRUMENTS.  The Chief Executive 
Officer, the President or any Vice President shall execute any bonds, 
mortgages, contracts or other documents in the name of the Corporation, 
except where required or permitted by law to be otherwise signed or 
executed, and except where the signing and execution thereof shall be 
authorized, directed or delegated by the Board or by the Chief Executive 
Officer or the President to some other officer, assistant officer or agent 
of the Corporation.



                           ARTICLE VI

                  SHARES AND TRANSFERS OF SHARES

Section 1.  CERTIFICATES EVIDENCING SHARES.  Shares shall be represented by 
certificates in such form or forms as shall be approved by the Board.  
Certificates shall be issued in consecutive order and shall be numbered in 
the order  of their  issue,   and  shall be  signed by  the Chief  Executive 

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Officer, the President or any Vice President and by the Secretary, any 
Assistant Secretary, the Treasurer or any Assistant Treasurer.  Any such 
signature on the certificate may be a facsimile.  In the event any such 
officer who has signed or whose facsimile signature has been placed upon a 
certificate shall have ceased to hold such office or to be employed by the 
Corporation before such certificate is issued, such certificate may be 
issued by the Corporation with the same effect as if such officer had held 
such office on the date of issue.  No certificate shall be issued for any 
share of capital stock of the Corporation until the consideration therefor, 
fixed as provided by law, has been fully paid.  Every certificate 
representing shares of capital stock of the Corporation shall set forth 
thereon the information required by law.

     Section 2.  SHARE TRANSFER RECORDS.  A stock ledger in one or more 
counterparts shall be kept by the Secretary, in which shall be recorded the 
name and address of each person, firm or corporation owning the shares of 
capital stock of the Corporation evidenced by each certificate evidencing 
shares of capital stock of the Corporation issued by the Corporation, the 
number of shares of capital stock of the Corporation evidenced by each such 
certificate, the date of issuance thereof and, in the case of cancellation, 
the date of cancellation.  Except as otherwise expressly required by law, 
the person in whose name shares of capital stock of the Corporation stand on 
the stock ledger of the Corporation shall be deemed the owner and holder 
thereof for all purposes, and the Corporation shall be entitled to recognize 
the exclusive right of such person as the owner of such shares of capital 
stock of the Corporation to receive dividends payable in respect of such 
shares of capital stock of the Corporation, to vote such shares of capital 
stock of the Corporation, to exercise rights of dissent with respect to such 
shares of capital stock and for all other purposes.  Except as otherwise 
required by law, the Corporation shall not be bound to recognize any 
equitable or other claim to or interest in any such shares of capital stock 
of the Corporation on the part of any person other than the person in whose 
name shares of capital stock of the Corporation stand on the stock ledger of 
the Corporation, whether or not the Corporation shall have express or other 
notice thereof.

     Section 3.  TRANSFERS OF SHARES.  Registration of transfers of shares 
of capital stock of the Corporation shall be made only in the stock ledger 
of the Corporation upon request of the registered holder of such shares, or 
of his attorney thereunto authorized by power of attorney duly executed and 
filed with the Secretary, and upon the surrender of the certificate or 
certificates evidencing such shares properly endorsed or accompanied by a 
stock power duly executed, together with such proof of the authenticity of 
signatures as the Corporation may reasonably require.

     Section 4.  ADDRESSES OF SHAREHOLDERS.  Each shareholder shall 
designate to the Secretary an address at which notices of meetings and all 
other corporate notices may be served or mailed to such shareholder, and, if 
any shareholder shall fail to so designate such an address, corporate 
notices may be served upon such shareholder by mail directed to the mailing 
address, if any, as the same appears in the stock ledger of the Corporation 
or at the last known mailing address of such shareholder.

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     Section 5.  LOST, DESTROYED AND MUTILATED CERTIFICATES.  Each holder of 
shares of capital stock of the Corporation shall promptly notify the 
Corporation of any loss, destruction or mutilation of any certificate or 
certificates evidencing any share or shares of capital stock of the 
Corporation of which he is the holder.  The Board may, in its discretion, 
cause the Corporation to issue a new certificate in place of any certificate 
theretofore issued by it and alleged to have been mutilated, lost, stolen or 
destroyed, 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, and the Board may, in its discretion, 
require the holder of the shares of capital stock of the Corporation 
evidenced by the lost, stolen or destroyed certificate or his legal 
representative to give the Corporation a bond sufficient to indemnify the 
Corporation against any claim made against it on account of the alleged 
loss, theft or destruction of any such certificate or the issuance of such 
new certificate.

     Section 6.  REGULATIONS.  The Board may make such other rules and 
regulations as it may deem expedient, not inconsistent with these Bylaws or 
applicable law, concerning the issue, transfer and registration of 
certificates evidencing shares of capital stock of the Corporation.



                           ARTICLE VII

                         SEAL; FISCAL YEAR

     Section 1.  SEAL.  The Board may approve and adopt a corporate seal, 
which shall bear the full name of the Corporation and such other information 
as is required by law.

     Section 2.  FISCAL YEAR.  The fiscal year of the Corporation shall end 
on the thirty-first day of December of each year unless otherwise fixed by 
resolution of the Board.



                           ARTICLE VIII

                       LOANS AND GUARANTEES

     Section 1.  LOANS AND GUARANTEES.  The Corporation may lend money to, 
guarantee obligations of, and otherwise assist its directors, officers and 
employees if the Board determines that such loans, guarantees or assistance 
reasonably may be expected to benefit, directly or indirectly, the 
Corporation.

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                           ARTICLE IX

                   INDEMNIFICATION AND INSURANCE

     Section 1.  RIGHT TO INDEMNIFICATION.  Subject to the limitations and 
conditions as provided in this Article IX, each person who was or is made a 
party or is threatened to be made a party to or is involved in any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative, arbitrative or investigative (hereinafter a 
"Proceeding"), or any appeal in such a Proceeding or any inquiry or 
investigation that could lead to such a Proceeding, by reason of the fact 
that he or she, or a person of whom he or she is the legal representative, 
is or was a director or officer of the Corporation, or while a director or 
officer of the Corporation is or was serving at the request of the 
Corporation as a director, officer, partner, venturer, proprietor, trustee, 
employee, agent or similar functionary of another foreign or domestic 
corporation, partnership, joint venture, sole proprietorship, trust, 
employee benefits plan or other enterprise shall be indemnified by the 
Corporation to the fullest extent authorized by the Act, as the same exists 
or may hereafter be amended (but, in the case of 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), against judgments, penalties (including excise and 
similar taxes), fines, settlements, reasonable expenses (including, without 
limitation, attorneys' fees) actually incurred by such person in connection 
with such Proceeding, and indemnification under this Article IX shall 
continue as to a person who has ceased to serve in the capacity which 
initially entitled such person to indemnity hereunder.

     A person may be indemnified pursuant to this Article IX only to the 
extent it is determined in accordance with Article 202-1 of the Act that the 
person (1) conducted himself in good faith, (2) reasonably believed (a) in 
the case of conduct in his official capacity as a director of the 
Corporation, that his conduct was in the Corporation's best interest, (b) in 
all other cases, that his conduct was at least not opposed to the 
Corporation's best interests, and (3) in the case of any criminal 
proceeding, had no reasonable cause to believe his conduct was unlawful; 
provided, however, that if the person is found liable to the Corporation or 
is found liable on the basis that personal benefit was improperly received 
by the person, the indemnification (i) shall be limited to reasonable 
expenses actually incurred by the person in connection with the Proceeding 
and (ii) shall not be made in respect of any Proceeding in which the person 
shall have been found liable for willful or intentional misconduct in the 
performance of his duty to the Corporation.

     Section 2.  ADVANCE PAYMENTS.  The right to indemnification conferred 
in this Article IX shall include the right to be paid or reimbursed by the 
Corporation the reasonable expenses incurred by a director or an officer who 
was, is or is threatened to be made a named defendant or respondent in a 
Proceeding in advance of the final disposition of a Proceeding; provided, 
however, that the payment of such expenses incurred by a current or former 
director or officer in advance of the final disposition of a Proceeding 
shall be made only upon delivery to the Corporation of a written affirmation 
by such director or officer of his or her good faith belief that he or she 
has met the standard of conduct necessary for indemnification under this 
Article IX and a written undertaking, by or on behalf of such director or 

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officer, to repay all amounts so advanced if it shall ultimately be 
determined that such indemnified person is not entitled to be indemnified 
under this Article or otherwise.  In addition, if required under then 
applicable law, no advancement shall be made prior to a determination, based 
on the facts then known to those making the determination as to entitlement 
to indemnification, that indemnification under this Article IX would not be 
precluded.

     Section 3.  INDEMNIFICATION OF EMPLOYEES AND AGENTS.  The Corporation 
may indemnify and advance expenses to an employee or agent of the 
Corporation to the same extent and subject to the same conditions under 
which it may indemnify and advance expenses to directors and officers under 
this Article IX, and the Corporation may indemnify and advance expenses to 
persons who are not or were not directors, officers, employees or agents of 
the Corporation but who are or were serving at the request of the 
Corporation as a director, officer, partner, venturer, proprietor, trustee, 
employee, agent or similar functionary of another foreign or domestic 
corporation, partnership, joint venture, sole proprietorship, trust, 
employee benefits plan or other enterprise against any liability asserted 
against him and incurred by him in such a capacity or arising out of his 
status as such a person to the same extent that it may indemnify and advance 
expenses to directors under this Article IX.

     Section 4.  APPEARANCE AS A WITNESS.  Notwithstanding any other 
provision of this Article IX, the Corporation may pay or reimburse expenses 
incurred by a director or officer in connection with his or her appearance 
as a witness or other participation in a Proceeding at a time when he or she 
is not a named defendant or respondent in the Proceeding.

     Section 5.  NONEXCLUSIVITY OF RIGHTS.  The right to indemnification and 
the advancement and payment of expenses conferred in this Article IX shall 
not be exclusive of any other right which a director or officer or other 
person indemnified pursuant to Section 3 of this Article IX may have or 
hereafter acquire under any law (common or statutory), provision of the 
Articles of Incorporation of the Corporation or the Bylaws of the 
Corporation, agreement, vote of shareholders or disinterested directors, or 
otherwise.

     Section 6.  INSURANCE.  The Corporation may purchase and maintain 
insurance, at its expense, or, to the extent permitted by law, other 
arrangements, to protect itself and any person who is or was serving as a 
director, officer, employee or agent of the Corporation or is or was serving 
at the request of the Corporation as a director, officer, partner, venturer, 
proprietor, trustee, employee, agent or similar functionary of another 
foreign or domestic corporation, partnership, joint venture, proprietorship, 
employee benefits plan, trust or other enterprise against any expense, 
liability or loss, whether or not the Corporation would have the power to 
indemnify such person against such expense, liability or loss under this 
Article IX.

     Section 7.  SHAREHOLDER NOTIFICATION.  Any indemnification of or 
advance of expenses to a director or officer in accordance with this Article 
IX shall be reported in writing to the shareholders with or before the 
notice or waiver of notice of the next shareholders' meeting or with or 
before the next submission to shareholders of a consent to action without a 
meeting and, in any case, within the 12-month period immediately following 
the date of the indemnification or advance.

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     Section 8.  INDEMNIFICATION FOR NEGLIGENCE.  To the extent permitted by 
applicable law and subject to the remaining provisions of this Article IX, 
persons may be indemnified in accordance with the provisions of this Article 
IX in Proceedings involving the negligence of such persons.

     Section 9.  SAVINGS CLAUSE.  If this Article IX or any portion hereof 
shall be invalidated on any ground by any court of competent jurisdiction, 
then the Corporation shall nevertheless indemnify and hold harmless each 
director, officer or any other person indemnified pursuant to Section 3 of 
this Article IX as to costs, charges and expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement with respect to any 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative, to the full extent permitted by any applicable portion of 
this Article IX that shall not have been invalidated and to the fullest 
extent permitted by applicable law.






                           ARTICLE X

                    AMENDMENTS; SEVERABILITY


     Section 1.  AMENDMENTS.  Any Bylaw (including these Bylaws) may be 
adopted, altered, amended or repealed by the vote of the holders of a 
majority of the shares then entitled to vote at an election of directors or 
by written consent of shareholders or by vote of the Board or by a written 
consent of directors.

     Section 2.  SEVERABILITY.  If any part of these Bylaws is held invalid 
or inoperative for any reason, the remaining parts, so far as is possible 
and reasonable, shall remain valid and operative.

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