<PAGE>
                                                             Exhibit (3)(b)
                             BY-LAWS
                               OF
                     SUNDSTRAND CORPORATION
                    (A Delaware Corporation)
                   Effective September 9, 1996
                                
                            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 and shall be called by the Chairman of the Board 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 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 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 eleven 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.

     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 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 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 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; a 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; 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 President and
Chief Executive Officer may appoint a Tax Director, one or more
Assistant Secretaries, Assistant Treasurers and Assistant
Controllers and such other officers and agents as the 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
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
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 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 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 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 President and Chief Executive
Officer shall be determined by the Board of Directors or the
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 President and
Chief Executive Officer, as the case may be, may be removed at
any time by the Board of Directors or the 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.  The Chairman of the
Board shall preside at all meetings of stockholders and of the
Board.  He shall counsel the President and Chief Executive
Officer on plans, policies, strategies, budgets and operating
plans.  The Chairman of the Board shall participate in activities
such as strategic planning, acquisitions and divestitures, and
presentations to analysts.  The Chairman of the Board, the
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. President and Chief Executive Officer.  The
President and Chief Executive Officer shall be the chief
executive officer of the Corporation.  He shall see that all
orders and resolutions of the Board are carried into effect.
Subject to the control of the Board, the President and Chief
Executive Officer shall have general supervision, control and
management of the affairs and business of the Corporation.  The
President and Chief Executive Officer, the Chairman of the Board,
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 4.7. 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,
administration, personnel and public relations activities of the
Corporation and shall be under the direction and report to the
President and Chief Executive Officer.  He and/or the 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 4.8. 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
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 4.9. 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 President and Chief Executive Officer in the general
supervision, control and management of the affairs and business
of the Corporation's industrial businesses.

     Section 4.10. 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 Chief Executive
Officer.

     Section 4.11. Other Vice Presidents.  The other Vice
Presidents shall perform such duties as may be prescribed by the
Board of Directors or the President and Chief Executive Officer.

     Section 4.12. 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 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
and/or the President and Chief Executive Officer shall prescribe.

     Section 4.13. Treasurer and Assistant Treasurers.
     (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.
     (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 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 4.14. 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.

     Section 4.15. Tax Director.  The Tax Director shall be
responsible for 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, and as such shall be
under the direction of and report to the Treasurer.

                            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 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.

     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 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
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, 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 the majority 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.