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                                    BY-LAWS
                                      OF
                       THE MAY DEPARTMENT STORES COMPANY
                           (a Delaware Corporation)
                     (as amended through August 21, 1998)
                              ------------------

                                  ARTICLE I.

                            MEETINGS OF SHAREOWNERS

      Section 1.        The annual meeting of shareowners shall be
held on such date (not more than thirteen months after the most
recent annual meeting) and at such place and time as may be fixed
by the board and stated in the notice thereof, for the purpose of
the election of directors and for the transaction of only such
other business as is properly brought before the meeting in
accordance with these By-laws.  The annual meeting may be
adjourned from day to day until its business is completed.

      Section 2.        Written notice of the date, time and place
of each  annual meeting of the shareowners shall be mailed not less
than ten nor more than sixty days previous to the date of such
meeting, postage prepaid, to each shareowner of record in the
Company entitled to vote thereat, at such address as shall appear
on the books of the Company.

      Section 3.        The business transacted at any special
meeting of shareowners shall be confined to the object or objects
specified in the notice therefor, and matters germane thereto.

      Section 4.        Written notice of every special meeting of
shareowners stating the date, time, place and object thereof,
shall be mailed, postage prepaid, not less than ten nor more than
sixty days before the date specified for such meeting to each
shareowner of record in the Company entitled to vote thereat, at
such address as shall appear on the books of the Company.

      Section 5.        Except as otherwise provided in the
Certificate of Incorporation, and subject to the provisions and
limitations therein contained, at all meetings of shareowners
each shareowner of record shall be entitled to cast one vote for
each share appearing on the stock book of the Company as standing
in his name, which vote may be cast either in person or by proxy,
or power of attorney, but no proxy shall be voted on after three
years from its date.

      Section 6.        Each shareowner entitled to vote at a
meeting of shareowners or to express consent or dissent to 
corporate action in writing without a meeting may authorize another
person 

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or persons to act for such shareowner by proxy by any means
lawful under the Delaware General Corporation Law.

      Section 7.        No shareowner who is in default in the
payment of any part of his subscription for any stock of the
Company or who is disqualified by law, shall be entitled to vote
at any meeting of shareowners.

      Section 8.        Every pledgor of stock standing in his name
on the books of the Company shall be deemed the owner thereof.

      Section 9.        Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, the owners of not
less than a majority of the shares issued and outstanding,
entitled to vote thereat, present in person or by proxy or power
of attorney, are requisite for and shall constitute a quorum at
all meetings of shareowners for the transaction of business,
including the election of directors.  The owners of a majority of
the shares present in person or by proxy or power of attorney at
any meeting, whether or not constituting a quorum, shall have
power to adjourn the meeting from time to time (provided that
each adjournment shall be for a period not exceeding twenty
days), without notice other than announcement at the meeting, and
at any adjourned meeting, any business may be transacted which
might have been transacted at the meeting as originally notified.

      Section 10.       The board of directors, in advance of the
meeting of shareowners, shall appoint not less than two persons
who are not directors to serve as inspectors of election.  It
shall be their duty to receive and canvass the votes for election
of directors and on any proposal voted on by ballot and to
certify the results to the chairman.  In all cases where the
right to vote upon any share of the Company shall be questioned,
it shall be the duty of the inspectors to examine the stock
ledger of the Company as evidence of the shares held, and all
shares that appear standing thereon in the name of any person or
persons may be voted upon by such person or persons. Each
inspector of election before entering upon the duties of such
office shall take and subscribe the following oath before an
officer authorized by law to administer oaths:  "I do solemnly
swear that I will execute the duties of an inspector of the
election now to be held with strict impartiality and according to
the best of my ability."

      Section 11.       To be properly brought before the annual or
any special shareowners' meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) 
given by or at the direction of the board, (b) otherwise properly
brought before the meeting by or at the direction of the board or


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(c) otherwise properly brought before the meeting by a
shareowner.  In addition to any other applicable requirements,
for business to be properly brought before the annual or any
special shareowners' meeting by a shareowner, the shareowner must
have given timely notice thereof in writing to the secretary of
the Company.  To be timely, a shareowner's notice must be
delivered to or mailed and received at the principal executive
offices of the Company not less than 90 days nor more than 105
days prior to the anniversary date of the immediately preceding
annual meeting of shareowners; provided, however, that in the
event that the annual or special meeting is called for a date
that is not within thirty days before or after such anniversary
date, notice by the shareowner to be timely must be so received
not later than the close of business on the 15th day following
the first day on which notice or public disclosure of the date of
the meeting is given or made to shareowners.  Public disclosure
shall include, but not be limited to, disclosure in a filing with
the Securities and Exchange Commission or similar governmental
agency.  Such shareowner's notice to the secretary shall set
forth as to each matter the shareowner proposes to bring before
the meeting (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such
business at the meeting, (ii) the name and record address of the
shareowner proposing such business, (iii) the class and number of
shares of common stock of the Company which are beneficially
owned by the shareowner and (iv) any material interest of the
shareowner in such business.

      Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at the annual or any special meeting
except in accordance with the procedures set forth in this
Section 11, provided, however, that nothing in this Section 11
shall be deemed to preclude discussion by any shareowner of any
business properly brought before the meeting.

      The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the
provisions of this Section 11, and if he should so determine and
declare, any such business not properly brought before the
meeting shall not be transacted.

      Section 12.       Except as provided in Section 1 of Article
II, only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. 
Nominations of persons for election to the board of directors of
the Company at the annual meeting may be made at that meeting by
or at the direction of the board of directors, by any nominating
committee or person appointed by the board of directors or by any


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shareowner of the Company entitled to vote for the election of
directors at the meeting who complies with the notice procedures
set forth in this Section 12.  Such nominations, other than those
made by or at the direction of the board of directors, shall be
made pursuant to timely notice in writing to the secretary of the
Company.  To be timely, a shareowner's notice must be delivered
to or mailed and received at the principal executive offices of
the Company not less than 90 days nor more than 105 days prior to
the anniversary date of the immediately preceding annual meeting
of shareowners; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
days before or after such anniversary date, notice by the
shareowner to be timely must be so received not later than the
close of business on the 15th day following the first day on
which notice or public disclosure of the date of the meeting is
given or made to shareowners.  Public disclosure shall include,
but not be limited to, disclosure in a filing with the Securities
and Exchange Commission or similar governmental agency.  Such
shareowner's notice to the secretary shall set forth (a) as to
each person whom the shareowner proposes to nominate for election
or re-election as a director, (i) the name, age, business address
and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and
number of shares of common stock of the Company which are
beneficially owned by the person, and (iv) any other information
relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended;
and (b) as to the shareowner giving the notice (i) the name and
record address of the shareowner and (ii) the class and number of
shares of common stock of the Company which are beneficially
owned by the shareowner.  Such notice shall be accompanied by the
executed consent of each nominee to serve as a director if so
elected. The Company may require any proposed nominee to furnish
such other information as may reasonably be required by the
Company to determine the eligibility of such proposed nominee to
serve as a director of the Company.

      The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure, and if he should
so determine and declare, the defective nomination shall be
disregarded.

                                  ARTICLE II.

                            THE BOARD OF DIRECTORS

      Section 1.        The business and affairs of the Company
shall be managed and conducted by or under the direction of a board
of fourteen directors.
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      Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the board of
directors for any reason may be filled by vote of a majority of
the directors then in office, although less than a quorum or by
the sole remaining director.  A director elected to fill a newly
created directorship, and a  director elected to fill a vacancy,
shall hold office for the remainder of the term of the Class to
which such director was elected and until his successor shall be
chosen and qualified in his stead.

      Section 2.        The directors shall prescribe rules and
regulations for voting at all elections and shall cause the
result of each such election to be filed with the minutes of the
proceedings of the board of directors, or of any committee of the
board of directors appointed in accordance with Section 12 of
this Article II.

      Section 3.        The board of directors at its first meeting
after each annual meeting of shareowners, or at any subsequent
meeting at which such action may be appropriate, shall elect a
chairman of the executive committee, a chairman of the board, a
president, a vice chairman of the board, one or more vice
presidents, a secretary, a controller, and a treasurer, and such
other officers as it may determine.  The board of directors shall
by resolution provide for the authority and duties of any and all
such officers in the management of the Company to the extent not
so provided in these By-laws.

      The dates of the commencement and expiration of the term of
office of any such officer may be fixed by the board of directors
at the time of his election; but unless so fixed, such officer
shall hold office from the date of his election until the first
meeting of the board of directors following the next ensuing
annual meeting of shareowners, or until his successor is elected.

      The chairman of the executive committee, the chairman of the
board, the president and the vice chairman of the board shall be
members of the board of directors.  No other officers need be
members of the board of directors.

      Any two offices, except the offices of president and
secretary, may be held by the same person.

      Section 4.        If for any reason the election of officers
shall not be held on or as of the date fixed therefor, the board
of directors shall designate another day for such election.

      Section 5.        The board of directors may also appoint
such additional officers and agents, including additional vice 


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presidents, one or more assistant treasurers, one or more
assistant secretaries and one or more assistant controllers, as
it may from time to time deem advisable, and may remove any of
the persons so appointed at its pleasure, and may, in its
discretion, contract for a definite period of employment for any
officer or agent upon such terms as it may deem advisable.  The
board of directors may by resolution provide for the powers and
duties of any and all such additional officers and agents so
appointed.

      Section 6.        Except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these
By-laws, at all meetings of the board of directors, a majority of
the entire board of directors shall 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.  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.

      All matters coming before the board of directors shall,
except as otherwise provided by the General Corporation Law of
the State of Delaware ("GCL") or by these By-laws, be determined
by a majority vote of the members present, provided that a quorum
shall be present.

      Any one or more members of the board of directors or of any
committee thereof may participate in any meeting of such board or
of such committee thereof by means of a conference telephone or
similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. 
Participation by such means shall constitute presence in person
at any such meeting.

      Section 7.        The directors may hold their meetings and
cause the books of the Company (except the Stock and Transfer
Books) to be kept within or without the State of Delaware, at
such place or places as they may from time to time determine.

      Section 8.        Subject to Section 15 of this Article II,
there shall be an annual meeting of the board of directors on the
day of the annual meeting of shareowners in each year or as soon
thereafter as convenient, such annual meeting to be at such place
and time (and, if applicable, on such date) as the chairman of
the board shall designate by written notice to the directors, and
regular meetings shall be held on such dates and at such times
and places either as the directors shall by resolution provide or


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as the chairman of the board shall designate by written notice to
the directors. Except as above provided, no notice of said annual
meeting or such regular meetings of the board of directors need
be given.

      Section 9.        Special meetings of the board of directors
may be called by the chairman of the executive committee, the
chairman of the board, the president, the vice chairman of the
board, or the secretary or the treasurer.  Notice thereof stating
the place, date and hour of the meeting shall be given to each
director either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone or facsimile
transmission not later than the day preceding the date of such
meeting, or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the
circumstance.  Special meetings shall be called by one of the
foregoing officers in like manner on the written request of five
directors, specifying the object or objects of such special
meeting.  In the event that one of the foregoing officers shall
fail to call a meeting within two days after receipt of such
request, such meeting may be called in like manner by the
directors making such request.

      Section 10.       If any vacancy shall occur in the board of
directors by reason of death, removal, resignation or otherwise,
such vacancy may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum,
or by a sole remaining director.

      Section 11.       Any director may resign his office at any
time, such resignation to be made in writing and delivered to the
chairman of the executive committee, the chairman of the board,
the president, the vice chairman of the board, or the secretary.

      Section 12.       The board of directors shall appoint an
executive committee, which shall consist of one or more directors
and may from time to time designate the number of such executive
committee members that shall constitute a quorum and may provide
for the holding of regular meetings thereof.  In the absence of
any such designation, a majority of the members of the executive
committee shall constitute a quorum.  To the extent permitted by
law (including, without limitation, Section 141(c)(2) of the GCL)
and by the Certificate of Incorporation, the executive committee
shall have and may exercise all the powers vested in the board of
directors during the intervals between the meetings of the board
of directors.  The affirmative vote of a majority of those
present at a meeting of the executive committee, at which a
quorum is present, shall be necessary for the adoption of any
resolution.  The executive committee shall, whenever called upon,


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report to the board of directors and be subject to its direction,
and the board of directors may remove members and appoint new
members thereof to fill vacancies therein, and may increase or
decrease the membership thereof.  Meetings of the executive
committee shall be called by the chairman of the executive
committee or, upon the request of not less than two members, by
the secretary by notice deposited in the mail, sent by telegram
or delivered by hand not less than two days prior to the date of
such meeting.  Waiver of notice by any member of the executive
committee, whether before or after the meeting to which such
waiver relates, shall be equivalent to notice.

      The board of directors may appoint such other committees,
each consisting of one or more directors, as the board of
directors may at any time and from time to time deem appropriate;
subject to the limitations contained in Section 141(c)(2) of the
GCL, the board of directors from time to time may by resolution
prescribe for each such committee such duties, powers and
authority as the board of directors shall deem appropriate.

      Section 13.       In addition to the powers by these By-laws
expressly conferred upon them, the board of directors may
exercise such powers and do such lawful acts and things as are
not prohibited by law or required by the Certificate of
Incorporation or by these By-laws to be exercised and done by the
shareowners.

      Section 14.       Directors as such may be paid such
compensation as the board of directors may from time to time
determine.  Nothing herein contained shall be construed to
preclude any director from serving the Company in any other
capacity and receiving compensation therefor.

      Section 15.       Anything in this Article II to the contrary
notwithstanding, any action required or permitted to be taken by
the board of directors at any regular, annual or special meeting
thereof, or by any committee thereof, may be taken without a
meeting if all members of the board of directors or such
committee consent in writing to the adoption of a resolution
authorizing the action.  The resolution and the written consents
thereto by the members of the board of directors or such
committee shall be filed with the minutes of the proceedings of
the board of directors or such committee.

      Section 16.       No contract or transaction between the
Company and one or more of its directors or officers, or between
the Company 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,


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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 of directors or committee thereof which
authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose if (i) the material
facts as to his or their 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 of directors 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 (ii) the material facts as to his or their
relationship or interest and as to the contract or transaction
are disclosed or are known to the shareowners entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the shareowners; or (iii) the contract
or transaction is fair as to the Company as of the time it is
authorized, approved or ratified, by the board of directors, a
committee thereof or the shareowners.  Common or interested
directors may be counted in determining the presence of a quorum
at a meeting of the board of directors or of a committee which
authorizes the contract or transaction.

                                 ARTICLE III.

                               ELECTED OFFICERS

      The elected officers of the Company shall be the chairman of
the executive committee, the chairman of the board, the
president, the vice chairman of the board, the secretary, the
treasurer, the controller, and such other officers of the Company
as shall be elected by the board of directors.

                                  ARTICLE IV.

                       AUTHORITY AND DUTIES OF OFFICERS

      Each officer of the Company shall be subject to the control
of the board of directors and shall have such duties in the
management of the Company as may be provided by appropriate
resolution of the board of directors and/or provided in these
By-laws.

                                  ARTICLE V.

                      DUTIES OF OFFICERS MAY BE DELEGATED

      In the case of the absence of any officer of the Company, or
for any other reason that the board of directors may deem 


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sufficient, the board of directors may delegate the powers or
duties of such officer to any other officer or to any other
director, or to any other person for the time being.

                                  ARTICLE VI.

                                INDEMNIFICATION

      Section 1.        The Company shall indemnify to the fullest
extent authorized or permitted by law (as now or hereafter in
effect) any person made, or threatened to be made a party to or
otherwise involved in any action or proceeding (whether civil or
criminal or otherwise) by reason of the fact that he, his
testator or intestate, is or was a director or officer of the
Company or by reason of the fact that such director or officer,
at the request of the Company, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, in any capacity. Nothing contained
herein shall affect any rights to indemnification to which
employees other than directors and officers may be entitled by
law.  No amendment or repeal of this Section 1 shall apply to or
have any effect on any right to indemnification provided
hereunder with respect to any acts or omissions occurring prior
to such amendment or repeal.

      Section 2.        The Company may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company or was serving at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust,
employee benefit plan 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 Company
would have the power to indemnify him against such liability
under the provisions of the law.  The Company may create a trust
fund, grant a security interest and/or use other means
(including, without limitation, letters of credit, surety bonds
and/or other similar arrangements), as well as enter into
contracts providing for indemnification to the fullest extent
authorized or permitted by law and including as part thereof any
or all of the foregoing, to ensure the payment of such sums as
may become necessary to effect full indemnification.

      Section 3.        The rights to indemnification conferred in
this Article VI shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the
Certificate of Incorporation of the Company, these By-laws or any
agreement, vote of stockholders or directors or otherwise.



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                                 ARTICLE VII.

                      POWER OF OFFICERS TO CONTRACT, ETC.

      Section 1.        All contracts and agreements, purporting to
be the act of this Company shall be signed by such officer(s) of
the Company or other person(s) as may be designated by resolution
of the board of directors, in order that the same shall be
binding upon the Company.

      Section 2.        The board of directors may, from time to
time, authorize any officer or officers of the Company, or any
other person or persons, to sign, countersign and endorse bills
of exchange, checks, notes, leases, deeds and other instruments,
agreements and documents in behalf of the Company.

                                 ARTICLE VIII.

                               ORDER OF BUSINESS

      Section 1.        The order of business at all meetings of
the shareowners shall be as follows:

      1.    The election of directors.

      2.    Other matters to be acted upon.

      3.    The reports of officers.

      4.    Election of inspectors of election.

      The order of business at any meeting may be changed by a
vote of the owners of a majority of the shares represented at
such meeting.

      Section 2.        The order of business at meetings of the
board of directors shall be as the directors may determine.

                                  ARTICLE IX.

                                SHARES OF STOCK

      Section 1.        The interest of each shareowner shall be
evidenced by a certificate or certificates for shares of stock of
the Company in such form as the board of directors may from time
to time prescribe.  The certificates of stock shall be signed by
the chairman of the executive committee, the chairman of the
board, the president, the vice chairman of the board, or a vice
president and the treasurer or an assistant treasurer or the 


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secretary or an assistant secretary and sealed with the seal of
the Company, and shall be countersigned and registered in such
manner, if any, as the board of directors may by resolution
prescribe; provided that, in case such certificates are required
by such resolution to be signed by a transfer agent or transfer
clerk and by a registrar, the signatures of the above designated
officers and the seal of the Company upon such certificates may
be facsimiles, engraved or printed.  In case any such officer who
has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such before such certificate
is issued, it may be issued with the same effect as if such
officer had not ceased to be such at the date of its issue.

      Section 2.        Shares of stock of the Company shall be
transferred only on the books of the Company, by the holder
thereof in person or by his attorney, upon surrender for
cancellation of certificates for the same number of shares, with
an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with such proof of the authenticity of
the signature as the Company or its agents may reasonably
require.

      Section 3.        The board of directors may direct a new
certificate or certificates of stock to be issued in the place of
any certificate or certificates theretofore issued and alleged to
have been lost, stolen or destroyed; but the board of directors,
when authorizing the issue of such new certificate or
certificates, may in its discretion require the owner of the
stock represented by the certificate so lost, stolen or
destroyed, or his legal representatives, to execute and deliver
to the Company a bond with one or more sureties, in such sum as
it may direct, indemnifying the Company and its agents against
any claim that may be made against it by reason of the issue of
such new certificate.  The board of directors, however, may
refuse to authorize any such new certificate except upon the
order of a court having jurisdiction in such matter.

      Section 4.        The board of directors may from time to
time appoint such transfer agents and registrars of shares as it
may deem advisable and may define their powers and duties.

                                  ARTICLE X.

                                   DIVIDENDS

      Subject to the limitations and provisions set forth in the
Certificate of Incorporation of the Company, dividends on the
stock of the Company shall be paid at such times and in such
amounts as the board of directors shall, from time to time,
determine.

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                                  ARTICLE XI.

                                CORPORATE SEAL

      The corporate seal shall consist of the words "THE MAY
DEPARTMENT STORES COMPANY" arranged in a circular around the
words and figures "Corporate Seal -- Delaware" and shall be kept
by the secretary in the office of the Company.  The impression of
the seal may be made and attested upon contracts, certificates of
stock and other papers requiring the seal of the Company, when
authorized by resolution of the board of directors, by the
secretary, or by an assistant secretary or by any other officer
of the Company, and the board of directors may authorize the use
of a duplicate corporate seal by any assistant secretary or other
officer of the Company.

                                 ARTICLE XII.

                                  FISCAL YEAR

      The fiscal year of the Company shall end on the Saturday
closest to the 31st day of January in each year.

                                 ARTICLE XIII.

                                  AMENDMENTS

      In furtherance and not in limitation of the powers conferred
by statute, the board of directors, by vote of two-thirds of the
entire board of directors of the Company, is expressly authorized
to adopt, repeal, alter, amend or rescind the foregoing By-laws
at any meeting of the board of directors, provided that the
substance of the proposed amendment or addition or the subject
matter thereof shall have been submitted in writing at a
preceding meeting of the board of directors or notice thereof
shall have been given to the directors; waiver of notice by any
director being deemed equivalent to such notice to him.

      The By-laws may also be amended at any general or special
meeting ofshareowners, provided notice of the proposed amendment
shall have been given in the call for such meeting.

                                 ARTICLE XIV.

                               WAIVER OF NOTICE

      Any notice required to be given by law or by the Certificate
of Incorporation or by these By-laws may be waived in writing,
and such waiver may be made either before or after the act or
event to which the same relates.

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