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                                                                 Exhibit (3) (a)

                                    BY-LAWS
                                       OF
                             SUNDSTRAND CORPORATION
                            (A Delaware Corporation)
                          Effective September 22, 1998

                                   ARTICLE I
                                    OFFICES

     Section 1.1. PRINCIPAL OFFICE.  The principal office of the Corporation in
the State of Delaware shall be in the City of Wilmington, County of New Castle.

     Section 1.2. OTHER OFFICES.  The Corporation may also have offices at such
other 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 may
require.

                                   ARTICLE II
                             STOCKHOLDERS' MEETINGS

     Section 2.1. PLACE OF MEETINGS.  All annual and special meetings of the
stockholders shall be held at such place, either within or without the State of
Delaware, as may be fixed by the Board and specified in the notice of the
meeting.

     Section 2.2. ANNUAL MEETINGS.  An annual meeting of stockholders shall be
held on such date and at such hour as may be fixed by the Board and specified in
the notice of the meeting, when they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

     Section 2.3. LIST OF STOCKHOLDERS.  The Secretary shall prepare and make,
at least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder.  Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.  The original or duplicate stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine such list or stock ledger or transfer book or to vote in person or by
proxy at any meeting of stockholders.

     Section 2.4. SPECIAL MEETINGS OF STOCKHOLDERS.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Chairman of the Board, President and Chief
Executive Officer and shall be called by the Chairman of the Board, President
and Chief Executive Officer or Secretary at the request in writing of a majority
of the Board of Directors, or at the request in writing of stockholders owning
eighty percent or more in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote.  Such request shall state the
purpose or purposes of the proposed meeting.

     Section 2.5. NOTICE OF MEETINGS.  Except as otherwise expressly provided by
law or by the Certificate of Incorporation or these By-Laws, written or printed
notice of each annual or special meeting of stockholders shall be given by mail
at least ten but not more than sixty days before the meeting to the stockholders
of record entitled to vote thereat.  Every such notice shall be directed to a
stockholder at his address as it shall appear on the transfer books of the
Corporation; shall state the date, time and place of the meeting; and, in the
case of a special meeting, shall state briefly the purposes thereof.  Business
transacted at all special meetings shall be confined to the purposes stated in
the notice thereof.

     Section 2.6. QUORUM AND ADJOURNMENTS.  The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be necessary and sufficient to 






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constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws.  If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.  At
such adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.  The absence from any meeting of the number required by law
or by the Certificate of Incorporation or these By-Laws for action upon any
given matter shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting if the number required in
respect of such other matter or matters shall be present.  Once a quorum is
present at a meeting, it shall be deemed to be acting thereafter throughout the
meeting, irrespective of any withdrawals.  Nothing in these By-Laws shall affect
the right to adjourn where a quorum is present.

     Section 2.7. VOTING BY STOCKHOLDERS.  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes or of the Certificate of Incorporation or of these By-Laws a
different vote is required, in which case such express provision shall govern
and control the decision of such question.

     At any meeting of the stockholders every stockholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an instrument
in writing, subscribed by such stockholder or by his attorney or agent thereunto
authorized in writing, and bearing a date not more than three years prior to
said meeting, unless said instrument provides for a longer period.  Except as
otherwise provided by the Certificate of Incorporation, each stockholder present
in person or by proxy at any meeting shall have, on each matter on which
stockholders are entitled to vote, one vote for each share of stock having
voting power, registered in his name on the books of the Corporation.

     Section 2.8. NEW BUSINESS PROPOSALS AT ANNUAL MEETINGS.  Only such new
business shall be conducted, and only such proposals shall be acted upon at an
annual meeting of stockholders, as shall have been properly brought before such
annual meeting (a) by, or at the direction of, the Board of Directors, or (b) by
any stockholder of the Corporation who complies with the notice procedures set
forth in this Section 2.8. A stockholder who wishes to bring a proposal before
an annual meeting shall give timely notice thereof in writing to the Secretary
of the Corporation.  Such notice, to be timely, shall be delivered to, or mailed
and received by the Secretary at the principal executive offices of the
Corporation at least sixty days but not more than ninety days prior to the
scheduled annual meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however, that if less
than seventy days' notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, such notice by a stockholder to be
timely shall be so delivered or received not later than the close of business on
the tenth day following the earlier of the day on which notice of the scheduled
annual meeting was mailed or the day on which public disclosure thereof was
made.

     Each such stockholder notice shall set forth as to each proposal to be
brought before the annual meeting (a) a brief description of the proposal and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the transfer books of the Corporation, of the
stockholder proposing such business and any other stockholders known by such
stockholder to be supporting the proposal, (c) the class and number of shares of
the Corporation's stock which are beneficially owned by the stockholder on the
date of such stockholder notice and by any other stockholders known by such
stockholder to be supporting such proposal, and (d) any financial interest of
the stockholder in such proposal.

     The Board of Directors may reject any stockholder proposal not timely made
in accordance with the terms of this Section 2.8. If the Board of Directors, or
a designated committee thereof, determines that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section 2.8 in any material respect, the Secretary shall promptly notify such
stockholder of the deficiency in the notice.  The stockholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within five days from the date such notice of deficiency is given to
the stockholder, as the Board of Directors or such committee shall reasonably
determine.  If the deficiency is not cured within such period, or if the Board
of Directors or such committee determines that the additional information
provided by the stockholder, together with the information previously provided,
does not satisfy the requirements of this Section 2.8 in any material respect,
then the Board of Directors may reject such proposal.  The Secretary shall
notify the stockholder in writing whether his proposal has been made in
accordance with the time and informational requirements of this Section 







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2.8. Notwithstanding the procedure set forth in this Section 2.8, if neither the
Board of Directors nor such committee makes a determination as to the validity
of any stockholder proposal, the presiding officer of the annual meeting shall
determine and declare at the annual meeting whether the stockholder proposal was
made in accordance with the terms of this Section 2.8. If the presiding officer
determines that the stockholder's proposal was not made in accordance with the
terms of this Section 2.8, he shall so declare at the annual meeting and any
such proposal shall not be acted upon at the annual meeting.

     This Section 2.8 shall not prevent the consideration and approval or
disapproval at an annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

                                  ARTICLE III
                                   DIRECTORS

     Section 3.1. NUMBER, ELECTION AND TERMS OF OFFICE OF DIRECTORS.  The number
of directors which shall constitute the whole Board shall be nine in number.
Directors need not be stockholders in the Corporation.  Except as provided in
Section 3.3, the directors shall be elected at the annual meeting of the
stockholders, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation.  The directors shall be
divided into three classes: Class I, Class II and Class III. Such classes shall
be as nearly equal in number as possible.  The term of office of the initial
Class I directors shall expire at the annual meeting of stockholders in 1971,
the term of office of the initial Class II directors shall expire at the annual
meeting of stockholders in 1972, and the term of office of the initial Class III
directors shall expire at the annual meeting of stockholders in 1973, or
thereafter in each case when their respective successors are elected and
qualified.  At each annual election held after classification and the initial
election of directors according to classes, the directors chosen to succeed
those whose terms then expire shall be identified as being of the same class as
the directors they succeed and shall be elected for a term expiring at the third
succeeding annual meeting or thereafter when their respective successors in each
case are elected and qualified.

     Section 3.2. CORPORATE RECORDS.  The directors may keep the books of the
Corporation, except such as are required by law to be kept within the State of
Delaware, outside of Delaware at such place or places as they may from time to
time determine.

     Section 3.3. VACANCIES.  Vacancies occurring in the Board of Directors and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although less than a quorum, and any director so chosen shall hold office until
his successor is elected and qualified.  A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.  A director elected to fill a newly created directorship shall serve for
the term provided herein for the class of directors for which such director was
elected.

     Section 3.4. GENERAL POWERS.  The business and affairs of the Corporation
shall be managed by its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these By-Laws directed or required to
be exercised or done by the stockholders.

     Section 3.5. PLACE OF MEETINGS.  The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.

     Section 3.6. ANNUAL MEETINGS.  The first meeting of each newly elected
Board shall constitute the annual meeting of said Board and shall be convened as
soon as is conveniently possible but in no event more than two weeks after the
date of the annual meeting of stockholders in each year at such time and place
as shall be fixed by the Chairman of the Board, President and Chief Executive
Officer.

     Section 3.7. REGULAR MEETINGS.  Regular meetings of the Board shall be held
upon notice, or without notice, at least quarterly, at such time and place as
shall from time to time be determined by the Board.

     Section 3.8. SPECIAL MEETINGS.  Special meetings of the Board may be called
by the Chairman of the Board, President and Chief Executive Officer or any four
directors.  Notice of each special meeting of the Board may be given by mail,
telegraph or cable, personal delivery or telephone.  Notice by mail shall be
given at least 






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three days before the meeting; notice by any other means shall be given a
reasonable period of time before the time of such meeting but in no event shall
such notice be given less than one hour before such meeting.  If notice is by
telephone, such notice shall be promptly confirmed by telegraph or cable to each
director.

     Section 3.9. QUORUM.  At all meetings of the Board, the presence of a
majority of the full number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation or by these By-Laws.  If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 3.10. ACTION BY BOARD WITHOUT MEETING.  Notwithstanding anything
contained in these By-Laws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any Committee thereof may be taken
without a meeting, if a written consent thereto is signed by all members of the
Board or of such Committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board of Directors or the
Committee.

     Section 3.11. COMPENSATION OF DIRECTORS.  The Board of Directors, by
resolution adopted by a majority of the whole Board, may establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of any Committee may be allowed like compensation for their services to
the Corporation.

     Section 3.12. INTERESTED DIRECTORS.  No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board or Committee which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if (1) the material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the Committee, and the Board or Committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (3) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, Committee, or the stockholders.  Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board or of the Committee which authorizes the contract or
transaction.

     Section 3.13. COMMITTEES.  The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more Committees, each
Committee to consist of two or more of the directors of the Corporation.  Any
such Committee, to the extent provided in the resolution not inconsistent with
the provisions of the Statutes of Delaware, shall have and may exercise the
powers and authority of the Board of Directors in the management of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it.  A majority of the members of the Committee then
holding office shall constitute a quorum at all meetings and each such Committee
shall keep regular minutes of its proceedings and report the same to the whole
Board.

     Section 3.14. NOMINATION FOR ELECTION OF DIRECTORS.  Nominations for the
election of Directors shall be properly made by the Board of Directors or a
nominating committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of Directors generally; provided, however, that
any such stockholder may nominate one or more persons for election as Directors
at a meeting only if such stockholder has given written notice of such
stockholder's intent, either by personal delivery or by United States mail,
postage prepaid, to the Secretary not later than (1) with respect to an election
to be held at an annual meeting of stockholders, ninety days prior to the
anniversary date of the immediately preceding annual meeting, and (2) with
respect to an election to be held at a special meeting of stockholders for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders.  Each such
notice shall set forth: (a) the name and address, as they appear on the transfer
books of the Corporation, of 






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the stockholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission as then in effect; and (e) the consent of each nominee to serve as a
director of the Corporation if so elected.

     The presiding officer of any meeting at which a stockholder or its
representative attempts to nominate one or more persons for election as
directors may refuse to acknowledge the nomination of any person not made in
compliance with the provisions of this Section 3.14.

                                   ARTICLE IV
                                    OFFICERS

     Section 4.1. DESIGNATION: NUMBER.  The officers of the Corporation shall
consist of a Chairman of the Board, President and Chief Executive Officer; an
Executive Vice President and Chief Financial Officer; an Executive Vice
President and Chief Operating Officer, Aerospace; an Executive Vice President
and Chief Operating Officer, Industrial; a Vice President and General Counsel; a
Vice President, Corporate Human Resources; a Vice President, Tax; one or more
other Vice Presidents; a Secretary; a Treasurer; and a Controller, all of whom
shall be elected by the Board of Directors and shall hold office until their
successors are duly elected and qualified.  In addition, the Chairman of the
Board, President and Chief Executive Officer may appoint one or more Assistant
Secretaries, Assistant Treasurers and Assistant Controllers and such other
officers and agents as the Chairman of the Board, President and Chief Executive
Officer may deem necessary or desirable, who shall hold their offices for such
terms and shall have such authority and perform such duties as shall be
determined by the Chairman of the Board, President and Chief Executive Officer
from time to time.  Any Executive Vice President or Vice President designated by
a resolution of the Board of Directors or by delegation of the Chairman of the
Board, President and Chief Executive Officer shall have authority to sign
contracts and any other documents as specifically authorized by the Board of
Directors or the Chairman of the Board, President and Chief Executive Officer or
which are within the ordinary course of the business of the Corporation.

     Section 4.2. NON-CORPORATE OFFICERS.  The Chairman of the Board, President
and Chief Executive Officer shall have authority to appoint from time to time
officers of divisions, product groups or other segments of the Corporation's
business for such terms, with such authority and at such salary as the Chairman
of the Board, President and Chief Executive Officer in his sole discretion shall
determine; provided, however, such appointed officer shall under no
circumstances have authority to bind any other division, product group or other
segment of the Corporation's business nor to bind the Corporation, except as to
the normal and usual business affairs of the division, product group or other
segment of the Corporation's business of which he is an officer.  Such appointed
officer, as such, shall not be construed as an officer of the Corporation.

     Section 4.3. SALARIES.  The salaries of the officers elected pursuant to
Section 4.1 above shall be determined by the Board of Directors.  The salaries
of all other officers and agents of the Corporation appointed by the Chairman of
the Board, President and Chief Executive Officer shall be determined by the
Board of Directors or the Chairman of the Board, President and Chief Executive
Officer.

     Section 4.4. REMOVAL.  Any officer elected by the Board of Directors and
any officer or agent appointed by the Chairman of the Board, President and Chief
Executive Officer, as the case may be, may be removed at any time by the Board
of Directors or the Chairman of the Board, President and Chief Executive
Officer, respectively, whenever in its or his judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.  Any vacancy occurring
in any elected office of the Corporation shall be filled by the Board of
Directors.

     Section 4.5. CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER.
The Chairman of the Board, President and Chief Executive Officer shall be the
chief executive officer of the Corporation.  The Chairman of the Board,
President and Chief Executive Officer shall preside at all meetings of
stockholders and of the Board and shall see that all orders and resolutions of
the Board are carried into effect.  Subject to the control 






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of the Board, the Chairman of the Board, President and Chief Executive Officer
shall have general supervision, control and management of the affairs and
business of the Corporation.  The Chairman of the Board, President and Chief
Executive Officer and/or the Executive Vice President and Chief Financial
Officer shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.

     Section 4.6.  EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER.  The
Executive Vice President and Chief Financial Officer shall be the chief
financial officer of the Corporation and shall be in charge of the financial,
accounting, taxation, and administration activities of the Corporation and shall
be under the direction of and report to the Chairman of the Board, President and
Chief Executive Officer.  He and/or the Chairman of the Board, President and
Chief Executive Officer shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

     Section 4.7.  EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER,
AEROSPACE.  The Executive Vice President and Chief Operating Officer, Aerospace
shall be the chief operating officer of the Corporation's aerospace businesses.
He shall assist the Chairman of the Board, President and Chief Executive Officer
in the general supervision, control and management of the affairs and business
of the Corporation's aerospace businesses and the Corporation's government
contracts and compliance activities.

     Section 4.8.  EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER,
INDUSTRIAL.  The Executive Vice President and Chief Operating Officer,
Industrial shall be the chief operating officer of the Corporation's industrial
businesses.  He shall assist the Chairman of the Board, President and Chief
Executive Officer in the general supervision, control and management of the
affairs and business of the Corporation's industrial businesses.

     Section 4.9.  VICE PRESIDENT AND GENERAL COUNSEL.  The Vice President and
General Counsel shall be the chief legal officer of the Corporation, shall be
responsible for all legal and environmental matters involving the Corporation
and shall direct the Corporation's legal and environmental affairs staffs.  He
shall be under the direction of and report to the Chairman of the Board,
President and Chief Executive Officer.

     Section 4.10. VICE PRESIDENT, CORPORATE HUMAN RESOURCES.  The Vice
President, Corporate Human Resources shall be in charge of the personnel and
public relations activities of the Corporation and shall be under the direction
of and report to the Chairman of the Board, President and Chief Executive
Officer.

     Section 4.11. VICE PRESIDENT, TAX.  The Vice President, Tax shall be
responsible for the tax affairs of the Corporation, including the preparation
and signing of all federal and state tax returns, consents, elections, closing
agreements and all other documents related to the determination of any federal
or state tax liability of the Corporation.  The Vice President, Tax shall be
under the direction of and report to the Executive Vice President and Chief
Financial Officer.

     Section 4.12. OTHER VICE PRESIDENTS.  The other Vice Presidents shall
perform such duties as may be prescribed by the Board of Directors or the
Chairman of the Board, President and Chief Executive Officer.

     Section 4.13. SECRETARY AND ASSISTANT SECRETARIES.
     (a) The Secretary shall attend all sessions of the Board of Directors and
all meetings of the stockholders and record the minutes of all proceedings in a
book to be kept for that purpose, and shall perform like duties for Committees
of the Board when required.  He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or the Chairman
of the Board, President and Chief Executive Officer.  He shall keep in safe
custody the seal of the Corporation, and affix the same to any instrument
requiring it, and when affixed it shall be attested by his signature or by the
signature of the Treasurer or an Assistant Secretary. 
     (b) The Assistant Secretaries in the order of their seniority shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary, and shall perform such other duties as the Chairman of
the Board, President and Chief Executive Officer shall prescribe.

     Section 4.14. TREASURER AND ASSISTANT TREASURERS.







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     (a) The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all money
and other valuable effects in the name and to the credit of the Corporation, in
such depositories as may be designated by the Board of Directors.  The Treasurer
shall be under the direction of the Executive Vice President and Chief Financial
Officer.
     (b) He shall disburse the funds of the Corporation when proper to do so,
taking proper vouchers for such disbursements, and shall render to the Chairman
of the Board, President and Chief Executive Officer and the Board of Directors,
at the regular meetings of the Board, or whenever they may require it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation.
     (c) If required by the Board of Directors, he shall give the Corporation a
bond in such sum, and with such surety or sureties as shall be satisfactory to
the Board, for the faithful performance of the duties of his office, and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
     (d) The Assistant Treasurers in the order of their seniority shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as the Board of
Directors shall prescribe.

     Section 4.15. CONTROLLER AND ASSISTANT CONTROLLERS.
     (a) The Controller shall be the chief accounting officer of the Corporation
and shall be responsible for the installation and supervision of all accounting
records, including the preparation and interpretation of financial statements,
the continuous audit of accounts and records, and such other duties usually
incident to the office of Controller.  He shall be under the direction of the
Executive Vice President and Chief Financial Officer and shall, in addition to
the foregoing duties, perform such other duties as may be assigned to him by the
Board of Directors or the Executive Vice President and Chief Financial Officer.
     (b) The Assistant Controllers in the order of their seniority shall, in the
absence or disability of the Controller, perform the duties and exercise the
powers of the Controller and shall perform such other duties as the Board of
Directors or the Executive Vice President and Chief Financial Officer shall
prescribe.


                                   ARTICLE V
                           SHARES AND THEIR TRANSFER

     Section 5.1. CERTIFICATES OF STOCK.  Certificates for shares of stock of
the Corporation shall be in such form as shall be approved by the Board, and
during the period while more than one class of stock or more than one series of
any class of the Corporation is authorized, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificates which the Corporation shall
issue to represent such class or series of stock, or else there shall appear on
the certificates a statement that the Corporation shall furnish such information
to a stockholder without charge if it be requested.  They shall exhibit the
holder's name and number of shares, and, with respect to each class of stock of
the Corporation, or series thereof, if there be more than one class or series
thereof, shall bear a distinguishing letter, and each class or series thereof,
if any, shall be numbered serially and be issued in consecutive order. They
shall bear the Corporate seal or a facsimile thereof and shall be signed by the
Chairman of the Board, President and Chief Executive Officer, an Executive Vice
President, or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation.  If such
certificate is countersigned (1) by a transfer agent other than the Corporation
or its employee, or, (2) by a registrar other than the Corporation or its
employee, any other signature on the certificate may be a facsimile.  In case
any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with same effect as if he were such officer,
transfer agent, or registrar at the date of issue.

     Section 5.2. TRANSFER OF STOCK.  Upon surrender to the Corporation or its
transfer agent of a certificate representing shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate canceled, and the transaction recorded upon the books of the
Corporation.







<PAGE>   8



     Section 5.3. LOST, STOLEN OR DESTROYED CERTIFICATES.  Any person, claiming
a certificate for shares of the Corporation to be lost, stolen or destroyed,
shall make affidavit of the fact and lodge the same with the Secretary of the
Corporation accompanied by a signed application for a new certificate.  Such
person shall also give the Corporation a bond of indemnity with one or more
sureties satisfactory to the Board of Directors, and in an amount which in their
judgment shall be sufficient to save the Corporation from loss, or shall qualify
under such blanket bond as may from time to time be approved by the Board of
Directors, and thereupon the proper officers may cause to be issued a new
certificate of like tenor with the one alleged to be lost, stolen or destroyed.

     Section 5.4. RECORD DATE.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.

     Section 5.5. REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

     Section 5.6. TRANSFER AGENTS AND REGISTRARS.  The Board of Directors may
from time to time appoint a transfer agent and registrar in one or more cities;
may require all certificates evidencing shares of stock of the Corporation to
bear the signatures of a transfer agent and registrar; and may provide that such
certificates shall be transferable in more than one city.

                                   ARTICLE VI
                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Corporation shall, to the fullest extent to which it is empowered to do
so by the General Corporation Law of Delaware, or any other applicable laws, as
from time to time in effect, 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, by
reason of the fact that he is or was a director or officer of the Corporation or
a division thereof, 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 all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding.

     The provisions of this Article shall be deemed to be a contract between the
Corporation and each director or officer who serves in any such capacity at any
time while this Article and the relevant provisions of the General Corporation
Law of Delaware or other applicable law, if any, are in effect, and any repeal
or modification of any such law or of this Article shall not affect any rights
or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

     The Corporation shall, to the fullest extent to which it is empowered to do
so by the General Corporation Law of Delaware, and with respect to the Employee
Retirement Income Security Act of 1974, or any other applicable laws, as from
time to time in effect, indemnify any officer, director or employee of the
Corporation or an affiliated corporation, 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, by reason
of the fact that he is or was serving at the request of the Corporation as an
individual Trustee, Committee member, administrator or fiduciary of a pension or
other benefit plan for employees of the Corporation, or of an affiliated
corporation or other enterprise.

     Persons who are not covered by the foregoing provisions of this Article and
who are or were employees or agents of the Corporation or a division thereof, or
are or were serving at the request of the Corporation as employees or agents of
another corporation, partnership, joint venture, trust or other enterprise, may
be 






<PAGE>   9


indemnified to the extent authorized at any time or from time to time by the
Board of Directors of the Corporation.

     The indemnification provided or permitted by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
by law or otherwise, and shall 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 a person.

     The Corporation shall have power to 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 him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.

     The Corporation shall, to the fullest extent to which it is empowered to do
so by the General Corporation Law of Delaware, or any other applicable laws, as
from time to time in effect, pay expenses, including attorneys' fees, incurred
in defending any action, suit or proceeding, in advance of the final disposition
of such action, suit or proceeding, to any person who is or was a party or is
threatened to be made a party to any such threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Corporation, upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized by
applicable laws.

                                  ARTICLE VII
                            MISCELLANEOUS PROVISIONS

     Section 7.1. CHECKS, DRAFTS AND OTHER INSTRUMENTS; SECURITY VOTING AND
PROXIES.  All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness, issued in the name of the Corporation shall be
signed by such officer or officers, or such other person or persons, as the
Board of Directors may from time to time designate.  In the absence of specific
action by the Board of Directors, the Chairman of the Board, President and Chief
Executive Officer or any Executive Vice President or Vice President shall have
the authority to grant proxies to vote, or vote, on behalf of the Corporation
the securities of other corporations, both domestic and foreign, held by the
Corporation.

     Section 7.2. SEAL.  The corporate seal of the Corporation shall be in such
form as the Board of Directors may determine and shall include the name of the
Corporation and the words "Corporate Seal, Delaware." The seal may be used by
causing it, or a facsimile thereof, to be impressed or affixed or in any manner
reproduced.

     Section 7.3. FISCAL YEAR.  The fiscal year of the Corporation shall
commence on the first day of January in each year and end on the following 31st
day of December.

     Section 7.4. NOTICES.  Notice by mail shall be deemed to have been given at
the time the same shall be mailed.  Notice by telegraph shall be deemed to have
been given when the same shall have been delivered for prepaid transmission into
the custody of a company ordinarily engaged in the transmission of such
messages.

     Section 7.5. WAIVER OF NOTICE.  Whenever any notice whatever is required to
be given under the provisions of the laws of the State of Delaware or under the
provisions of the Certificate of Incorporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.  Except as may be otherwise specifically provided by law, any waiver by
mail, telegraph, cable or wireless bearing the name of the person entitled to
notice shall be deemed a waiver in writing duly signed.  The presence of any
person at any meeting either in person or by proxy shall be deemed the
equivalent of a waiver in writing duly signed, except where the person attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.

     Section 7.6. DIVIDENDS.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, 






<PAGE>   10

pursuant to law.  Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of law and of the Certificate of
Incorporation.

     Section 7.7. CREATION OF RESERVES.  Before payment of any dividend or
making any distribution of profits, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board from time
to time, in its absolute discretion, may think proper as a reserve or reserves
to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
Board shall think conducive to the interest of the Corporation, and the Board
may at any time modify or abolish any such reserve in the manner in which it was
created.

     Section 7.8. AMENDMENTS.  These By-Laws may be altered or repealed by the
affirmative vote of eighty percent of the entire number of directors specified
from time to time in the restated Certificate of Incorporation at any regular
meeting of the Board or at any special meeting of the Board, if notice of the
proposed alteration or repeal be contained in the notice of such special
meeting; provided, however, that any provisions of these By-Laws resulting from
such alteration or repeal shall at all times be in conformance with the Restated
Certificate of Incorporation and the laws of the State of Delaware.