BY-LAWS

                                 OF

                        PETER KIEWIT SONS', INC.

                                OFFICES

     1.  The registered office of the corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware, and
the name of the registered agent in charge thereof is The
Corporation Trust Company.

     2.  The corporation shall also have an office in the City of
Omaha, State of Nebraska, and also offices at such other places as
the board of directors may from time to time designate.

     SEAL

     3.  The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words
"Corporate Seal, Delaware." Said seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                       STOCKHOLDERS' MEETINGS

     4.  The annual meeting of the stockholders of the corporation
shall be held at such date, place and time as may be determined by
the board of directors and as may be designated in the notice of
such meeting for the purpose of electing a board of directors and
the transaction of such other business as may properly be brought
before the meeting.

     5.  Special meetings of the stockholders may be held at such
time and place as shall be stated in the notice of the meeting.

     6.  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 requisite and shall constitute a
quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by the Restated
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 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. At such adjourned meeting at which
a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally notified.

     7.  Each stockholder at every meeting of the stockholders
shall be entitled to one vote in person or by proxy for each share
of the capital stock entitled to vote held by such stockholder, but
no proxy shall be voted on after three (3) years from its date,
unless the proxy provides for a longer period.

          At each election for directors every stockholder entitled
to vote at such election shall have the right to vote, in person or
by proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a
right to vote, or to cumulate his votes by giving one candidate as
many votes as the number of such directors multiplied by the number
of his shares shall equal, or by distributing such votes on the
same principle among any number of such candidates.

     8.  Notice of the annual meeting of the stockholders shall be
given by the Secretary or an Assistant Secretary of the corporation
as required by law.

     9.  A complete list of the stockholders entitled to vote at
every meeting of the stockholders shall be prepared, at least ten
(10) days before every meeting, by the officer who has charge of
the stock ledger of the corporation. The list shall be arranged in
alphabetical order and shall show 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 (10) 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. This 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.

     10.  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 a majority 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.

     11.  Business transacted at all special meetings shall be
confined to the objects stated in the call.

     12.  Written notice of a special meeting of stockholders,
stating the time and place and object thereof, shall be served upon
or mailed at least ten (10) days before such meeting to each
stockholder entitled to vote thereat at such address as appears on
the books of the corporation.

     DIRECTORS

     13.  The number of directors of the corporation which shall
constitute the whole board shall be such number, not less than ten
(10) nor more than fifteen (15), as the board of directors may from
time to time fix by resolution. The directors shall be elected at
the annual meeting of the stockholders, and each director shall be
elected to serve until his successor shall be elected and shall
qualify. 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, and the directors so elected shall
hold office until the next annual election and until their
successors are duly elected and shall qualify.

     13A.  Nominations for the election of directors shall be made
by the board of directors or a stockholder entitled to vote for the
election of directors. However, a stockholder may nominate one or
more persons for election as directors at a meeting held to elect
directors only if written notice of such stockholder's intent to
make each such nomination has been received by the Secretary of the
corporation not later than (i) with respect to an election to be
held at the annual meeting of stockholders, sixty (60) days before
such meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders, the close of business on the
seventh day following the date on which notice of such meeting is
first given to stockholders.

     Each such notice from the stockholder to the Secretary shall
set forth: (a) the name and address 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) the
written consent of each nominee to serve as a director of the
corporation if so elected; (d) a description of all arrangements or
understandings between the stockholder and each nominee and any
other person or persons (naming each such person) pursuant to which
the nomination or nominations are to be made by the stockholder;
(e) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a preliminary
proxy statement filed pursuant to the proxy rules of the Securities
and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the board of directors; and (f) such
additional information about each such nominee as the board of
directors may reasonably request to determine the eligibility of
the nominee. The chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the
foregoing procedure.

     14.  The directors may hold their meetings and keep the books
of the corporation outside of Delaware at the office of the
corporation in the City of Omaha, Nebraska, or at such other places
as they may from time to time determine.

     15.  If the office of any director or directors becomes vacant
by reason of death, resignation, retirement, disqualification,
removal from office, or otherwise, a majority of the remaining
directors, though less than a quorum, may choose a successor or
successors, who shall hold office for the unexpired term in respect
to which such vacancy occurred or until the next election of
directors. However, if the stockholders remove a director, the
vacancy shall be filled only upon the election of a successor
director by the stockholders.

     16.  The property, business and affairs of the corporation
shall be managed by its board of directors which may exercise all
lawful powers of the corporation and do all such lawful acts and
things as are not by statute or by the Restated Certificate of
Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

     HONORARY DIRECTORS

     17.  The board of directors by resolution may create an
advisory board of directors and appoint one or more persons to such
advisory board of directors. Persons appointed to said advisory
board shall be considered honorary directors of the corporation.
Members of said advisory board shall be entitled to attend regular
and special meetings of the board of directors and participate in
such meetings by their offering advice and consultation; but
members of said advisory board shall not be entitled to vote on any
matter being considered by the board of directors. A member of the
advisory board of directors shall not be considered in any way a
member of the board of directors or an officer or employee of the
corporation.

                             BOARD COMMITTEES

     18.  The board of directors may by resolution passed by an
affirmative vote of two-thirds of the whole board designate
committees of the board, each consisting of two (2) or more of its
members. Such committees shall include, but are not limited to, an
executive committee, a compensation committee, and an audit
committee. The board of directors shall designate the chairman of
each committee and all of the members of the committee shall serve
at the pleasure of the board of directors.

     A majority of each committee shall constitute a quorum. Each
committee shall adopt its own rules of procedure and shall meet at
stated times as provided by its rules of procedure or upon the call
of the chairman of the committee or of any two members of the
committee. Notice of each such meeting, stating the place, date,
and hour thereof, shall be served personally on each member of the
committee, or shall be mailed, telegraphed or telephoned to his
address on the books of the corporation, at least twenty-four (24)
hours before the meeting. A notice need not state the business
proposed to be transacted at the meeting. No notice of the time or
place of any meeting of the committee need be given to any member
thereof who attends in person or who, in writing executed and filed
with the records of the meeting either before or after the holding
thereof, waives such notice. No notice need be given of an
adjourned meeting of the committee. Meetings of the committee may
be held at such place or places, either within or outside of the
City of Omaha, State of Nebraska, as the committee shall determine,
or as may be specified or fixed in the respective notices or
waivers thereof. Each committee shall keep appropriate minutes of
its proceedings and report all significant actions to the board of
directors at the regular meetings thereof held next after such
actions have been taken. Vacancies on such committee shall be
filled by the board of directors. Members of such committee may be
removed by the board of directors at any time with or without
cause.

     EXECUTIVE COMMITTEE

     19.  The executive committee shall have and may exercise all
or any of the powers of the board of directors in the management of
the normal and ordinary business and affairs of the corporation at
all times when the board of directors is not in session, and in
connection therewith, the executive committee shall have full
charge of the property, interest, business and transactions of the
corporation. Specifically, but not by way of limitation, the
executive committee shall have the following powers, duties and
responsibilities while the board of directors is not in session:

     (a)  To fix all remuneration of the officers and employees of
the corporation, other than its executive officers, within the
guidelines recommended by the compensation committee and approved
by the board of directors.

     (b)  To maintain general charge and control of all accounting
and data processing affairs of the corporation.

     (c)  To maintain general charge and control of all major
financial arrangements, and of acquisitions and dispositions of
property which are not in the ordinary, routine, and regular course
of business of the corporation and to make recommendations as to
all matters within the purview of this subparagraph (c) to the
board of directors.

     (d)  To maintain general charge of and to supervise the
financial affairs of the corporation, including the budgetary,
accounting, and statistical methods and procedures of the company,
financial policies, practices and problems of the corporation and
to make recommendations as to such financial or related matters as
shall be referred to it by the board of directors, or which shall
be raised by the committee on its own initiative.

     (e)  To supervise the borrowing of money, and the issuance of
bonds, notes, or other obligations and evidences of indebtedness
therefor.

     (f)  To assure compliance with ethical standards.

     (g)  To supervise the investment of funds of this corporation
in the purchase and acquisition of stocks, bonds, and other
securities, in the name and in behalf of this corporation, and to
sell and dispose of the stocks, bonds, and other securities owned
by this corporation, at such times and upon such terms as it may
deem wise and advantageous to this corporation.

The executive committee shall not have the power or authority of
the board of directors in reference to amending the Restated
Certificate of Incorporation, amending the By-laws, declaring
dividends, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation
or a revocation of a dissolution, authorizing the issuance of stock
or to act contrary to any action previously undertaken by the board
of directors, and shall not have the specific powers conferred upon
other committees by these By-laws or by resolution of the board
pursuant to the Restated Certificate of Incorporation of the
corporation. The executive committee shall not have the authority
to inaugurate reversals of, or departures from, fundamental
policies and methods of conducting the business of the corporation,
as prescribed by the board. It shall have the power to authorize
the seal of the corporation to be affixed to all papers and
documents which may require it. All actions of the executive
committee shall be subject to revision or alteration by the board
of directors provided that no rights or acts of third parties shall
be affected by any such revision or alteration.

     COMPENSATION COMMITTEE

     20.  Under the direction of the board of directors, the
committee shall have the following functions:

     (a)  To review, and approve or disapprove, all compensation of
whatever nature to be paid to the executive officers of the
corporation, i.e. the employee directors of the corporation and any
other persons whom the board of directors specifically designate as
executive officers.

     (b)  To review the ownership of the corporation's securities
by employee stockholders and make determinations concerning
excessive stock ownership pursuant to Article Sixth (D)(3)(d) of
the Restated Certificate of Incorporation.

     (c)  At the specific request of the board of directors or the
chairman of the board, conduct investigations, make
recommendations, or perform other functions as requested.

     (d)  To recommend to the board of directors the compensation
ranges of the management personnel of the corporation.

     (e)  To make recommendations to the board of directors about
the salaries and bonuses to be paid to all key management personnel
and the terms and conditions of their employment.

     (f)  To make recommendations to the board of directors about
any other plans affecting employees' remuneration, including fringe
benefits, as well as ownership of the corporation's stock and
convertible debentures.

     (g)  To review and approve all requests by stockholders of the
corporation to transfer stock of the corporation to transferees
within the guidelines established by Section 38 of these By-laws.

     AUDIT COMMITTEE

     21.  None of the members of the audit committee shall be
directly involved in the supervision or management of the financial
affairs of the corporation or any of its subsidiaries. The audit
committee shall have the following duties and responsibilities
while the board of directors is not in session:

     (1)  To recommend to the board of directors for appointment,
retention or termination by the board of directors independent
public accountants to audit the books, records, and accounts of the
corporation.

     (2)  To examine and make recommendations to the board of
directors with respect to the overall scope of the audit conducted
by the corporation's independent public accountants, the audit
procedures which will be followed during the course of the audit,
their final opinion and the compensation to be paid for the
services of the independent public accountants.

     (3)  To review all recommendations made by the corporation's
independent public accountants to the board of directors with
respect to the accounting methods used by the corporation or any
other accounting matters and to advise the board of directors with
respect thereto.

     (4)  To review the following matters with the independent
public accountants, upon completion of their audit:

          (a)  the financial statements and any report or opinion
proposed to be rendered in connection therewith,

          (b)  the independent public accountant's perceptions of
the company's financial and accounting personnel,

          (c)  the cooperation which the independent public
accountants receive during the course of their audit,

          (d)  the extent to which the resources of the company
were or should be utilized to minimize the audit fee,

          (e)  any significant transactions which were not in the
ordinary, routine, and regular course of business of the
corporation,

          (f)  any change in accounting principles, policies or
standards,

          (g)  all significant adjustments proposed by the
independent public accountants,

          (h)  general policies and procedures utilized by the
corporation with respect to internal auditing and financial
controls, and

          (i)  any recommendations which the independent
accountants may have with respect to internal financial controls,
choice of accounting policies and principles, or management
reporting systems.

     (5)  To meet with the company's financial and accounting staff
periodically to review and discuss the scope of internal accounting
procedures and controls then in effect and the extent which any
recommendations made by the internal audit department or by the
independent public accountants have been implemented.

     (6)  To meet with appropriate internal audit department
personnel periodically to review the audit results and plans, and
evaluate the internal audit department's effectiveness. The audit
committee shall emphasize the policy pursuant to which the internal
audit department reports to the audit committee, in order to
protect such independence as is necessary to work in compliance
with recognized standards of internal auditing.

     (7)  To direct and supervise any investigation of any matter
brought to its attention within the scope of its duties. The audit
committee may retain outside consultants in connection with any
such investigation.

     (8)  To prepare and present to the board of directors a report
covering its activities twice yearly at regular board meetings,
specified by board resolution, or more often, when considered
necessary, to report a material irregularity.

     COMPENSATION OF DIRECTORS

     22.  No stated salary or other compensation for services as a
director shall be paid to a director who is otherwise paid a salary
as an employee of the corporation or any of its subsidiaries or who
holds a corporate officer position of this corporation. Any
director without these qualifications, by resolution of the board,
may be paid an annual sum for services as a director and such
director may also be paid a fixed sum and expenses for each board
meeting attended. A director shall not be precluded from serving
the corporation in any other capacity and receiving compensation
therefor.

     23.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.

     MEETINGS OF THE BOARD

     24.  The first meeting of each newly elected board shall be
held at Omaha, Nebraska after the adjournment of the annual
stockholders' meeting or at such other time and place either within
or without the State of Delaware as shall be fixed by the newly
elected directors, and no notice of such meeting shall be
necessary.

     25.  Regular meetings of the board may be held at such places
within or without the State of Delaware and at such times as the
board may from time to time determine, and if so determined notices
thereof need not be given.

     26.  Special meetings of the board may be called by the
chairman of the board on three (3) days' notice to each director,
either personally or by mail or by telegraph; special meetings
shall be called by the chairman of the board of secretary in like
manner and on like notice on the written request of two (2)
directors.

     27.  At all meetings of the board of directors a majority of
the whole board of directors shall constitute a quorum for the
transaction of business and the affirmative vote of a majority of
the whole board shall be required to constitute the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the Restated Certificate of Incorporation
or by these By-laws.

     OFFICERS

     28.  The officers of the corporation shall be a president,
vice president, secretary and treasurer. In addition the board of
directors may elect a chairman of the board, one or more vice
chairmen of the board, a chairman of any committee designated by
the board, additional vice presidents, one or more of whom may be
executive vice presidents, one or more assistant vice presidents, a
controller, one or more assistant secretaries, assistant
treasurers, assistant controllers and such other subordinate
officers, and may appoint such other agents, as the board of
directors may deem necessary.

     29.  The president, vice president, secretary and treasurer
shall be elected annually by the board of directors at the first
meeting of the board following the stockholders' annual meeting, or
as soon thereafter as is conveniently possible. Other officers of
the corporation may be elected by the board of directors from time
to time. Agents of the corporation may be appointed by the board of
directors from time to time. Each officer shall serve until his
successor shall have been elected and qualified, or until his
death, resignation or removal.

     30.  Any officer or agent may be removed from office, with or
without cause, at any time by the affirmative vote of a majority of
the board of directors then in office.

     31.  Any vacancy in any office from any cause may be filled
for the unexpired portion of the term by the board of directors.

     32.  The compensation of all executive officers of the
corporation shall be fixed by the executive compensation committee
of the board of directors. The compensation of all other officers
of the corporation shall be fixed by the executive committee of the
board of directors within the compensation ranges recommended by
the management compensation committee and approved by the board of
directors. No executive officer shall be ineligible to receive such
compensation by reason of the fact that he is also a director of
the corporation and receiving compensation therefor.

     33.  The board of directors shall determine who shall preside
at all meetings of the board of directors and shall also determine
who shall preside at all meetings of the stockholders.

     34.  The officers of the corporation shall hold such powers
and perform such duties as from time to time may be assigned them
by the board of directors.

     35.  The chairman of the board, vice chairman of the board,
chairman of the executive committee of the board, president, vice
presidents, including the executive vice presidents, and assistant
vice presidents, shall be empowered to sign contracts, bids,
proposals, certificates and other instruments of the corporation.
The secretary and assistant secretaries shall be empowered to
attest to such documents.

     36.  The board of directors may from time to time delegate the
powers and duties of any officer to any other officer, director or
other person whom it may select.

     37.  Any officer, agent or employee of the corporation, if so
required by the board of directors, shall be bonded for the
faithful performance of his duties, with such penalties, conditions
and security as the board may require.

                             SHARES OF STOCK

     38.  The following restrictions on the ownership and transfer
of the Common Stock of the corporation are hereby imposed:

          (1)  Shares of Common Stock may be sold by the
corporation only to Employees(as defined in the Restated
Certificate of Incorporation). With the prior approval of the board
of directors, an employee owning such stock having a value of
$2,000,000 or more may transfer stock (a) to a fiduciary for the
benefit of members of the stockholder-employee's spouse and/or
children, (b) to a corporation 100 percent owned by the
stockholder-employee or the stockholder-employee and his spouse
and/or children, or (c) to a fiduciary for the benefit of such a
corporation; provided, however, that no employee may have in
existence at any one time more than four trusts owning shares of
Common Stock of the corporation.  With the prior approval of the
board of directors, Common stockholders may transfer stock to a
tax-exempt charitable organization approved as such by the Internal
Revenue Service.

          (2)  Common stockholder-employees may pledge such stock
for loans in connection with the ownership of the corporation's
stock.

          (3)  All Common Stock of the corporation shall be issued
and held at all times subject to the corporation's standard
applicable repurchase agreements.

     CERTIFICATES OF STOCK

     39.  The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as
they are issued. They shall exhibit the holder's name and number of
shares and shall be signed by the president or a vice president and
the treasurer or an assistant treasurer, or the secretary or an
assistant secretary. Any or all of the signatures on the
certificate may be by facsimile. They shall have noted on their
face or back a reference to any repurchase agreement to which the
shares of stock they represent are subject. If the corporation has
a transfer agent or an assistant transfer agent or a transfer clerk
acting on its behalf and a registrar, the signature of any such
officer may be by facsimile. There shall be set forth on the face
or back of the certificates of stock of the corporation a statement
that the corporation will furnish without charge to each
stockholder who so requests, a description of 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.

     TRANSFERS OF STOCK

     40.  Subject to the transfer restrictions applicable thereto,
upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its books.

     FIXING RECORD DATE

     41.  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 (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty
days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

     REGISTERED STOCKHOLDERS

     42.  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 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.

     LOST CERTIFICATES

     43.  The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have
been lost or destroyed, upon the making of an affidavit of the fact
by the person claiming the certificate of stock to be lost or
destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of
such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been
lost or destroyed.

     CHECKS

     44.  All checks or demands for money and notes 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.

                                 FISCAL YEAR

     45.  The fiscal year shall end on the last Saturday of
December in each year.

     DIVIDENDS

     46.  Dividends upon the capital stock of the corporation,
subject to the provisions of the Restated Certificate of
Incorporation, if any, may be declared by the board of directors at
any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock.

     47.  Before payment of any dividend there may be set aside out
of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies,
or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to
the interest of the corporation, and the directors may abolish any
such reserve in the manner in which it was created.

     NOTICES

     48.  Whenever under the provisions of these By-laws notice is
required to be given to any director or stockholder, it shall not
be construed to mean personal notice, but such notice may be given
in writing, by either personal delivery or mail. If mailed, notice
is given when deposited in the United States mail, postage prepaid,
directed to the stockholder or director at his address as it
appears on the records of the corporation. No notice is required to
be given to a stockholder to whom notices of two consecutive annual
meetings (and any other written notice sent between those meetings)
have been mailed addressed to him at his address as shown on the
corporate records and have been returned undeliverable.

     49.  Any notice required to be given under these By-laws may
be waived in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein. Any
person in attendance at any meeting in person or by proper proxy
shall be deemed to have duly waived any notice thereof.

     AMENDMENTS

     50.  These By-laws may be amended by the affirmative vote of
two-thirds of the whole board of directors or by the affirmative
vote of the holders of two-thirds of the Common Stock issued and
outstanding.

     INDEMNIFICATION

     51.  (a)  Actions, Suits or Proceedings Not by or in the Right
of the Corporation. The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened pending or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an
action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation
as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding (including appeals)
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was
unlawful.

          (b)  Actions or Suits by or in the Right of the
Corporation. The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation
as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
(including appeals) if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made
under this paragraph (b) in respect of any claim, issue or matter
as to which the person seeking indemnification shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such indemnification which the Court of Chancery or
such other court shall deem proper. No indemnity shall be paid
under this paragraph (b) with respect to any claim, issue or matter
arising out of any action by the person seeking indemnification
which was knowingly fraudulent or deliberately dishonest or which
involved willful misconduct, or arising out of such person's
gaining any personal profit or advantage to which he was not
legally entitled.

          (c)  Indemnification Against Expenses of Successful
Party. Notwithstanding the other provisions of this Section 51, to
the extent that a director, officer or employee of the corporation
has been successful on the merits or otherwise, including the
dismissal of an action without prejudice, in defense of any action,
suit or proceeding or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.

          (d)  Advances of Expenses. Expenses incurred by an
officer or director in defending a civil or criminal action, suit
or proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding if the person
seeking the advance shall undertake to repay such amount in the
event that it is ultimately determined, as provided herein, that
such person is not entitled to indemnification. Such expenses
incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems
appropriate.

          (e)  Right to Indemnification Upon Application; Procedure
Upon Application. Any indemnification under paragraphs (a), (b), or
(c), or advance under paragraph (d) of this Section 51, shall be
made promptly, and in any event within ninety days of a claim under
paragraph (a), (b), or (c) and within thirty days of a claim under
paragraph (d), upon the written request of the person seeking the
indemnification or advance, unless with respect to applications
under paragraph (a) or (b) a determination is made within ninety
days (i) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
shareholders, that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the
best interests of the corporation, or with respect to any criminal
proceeding, that such person believed or had reasonable cause to
believe that his conduct was unlawful. In the event that no quorum
of disinterested directors is obtainable, the board of directors
shall promptly direct that independent legal counsel shall decide
whether the person seeking the indemnification acted in the manner
set forth in paragraphs (a) and (b). The right to indemnification
and advances granted by this Section 51 shall be enforceable in any
court of competent jurisdiction, if the corporation denies the
claim, in whole or in part, or if no disposition of such claim is
made within the ninety or thirty day time period specified in this
paragraph (e). In any action to enforce the rights to
indemnification and advancement of expenses created by this Section
51, a denial of the claim by the corporation shall not create any
presumption that the person bringing the action did not act in a
manner that would entitle him to such indemnification and
advancement of expenses. In any such action, or in any suit by the
corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the person
seeking indemnification or an advancement of expenses is not
entitled to such indemnification or advancement of expenses, under
this Section 51 or otherwise, shall be on the corporation. Expenses
incurred in successfully establishing a right to indemnification or
advances, in whole or in part, in any such proceeding shall also be
indemnified by the corporation.

          (f)  Non-Exclusivity of Rights; Extent and Nature of
Rights. The indemnification and advancement of expenses provided by
this Section 51 shall not be deemed exclusive of any other rights
to which any person seeking indemnification or advancement of
expenses may be entitled under any by-laws, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and
shall inure to the benefit of the heirs, executors and
administrators of such a person. All rights to indemnification and
advances of expenses under this Section 51 shall be deemed to be
provided by a contract between the corporation and the director,
officer or employee who serves in such capacity at any time while
these By-laws are in effect, and shall inure to the benefit of such
person, his heirs, personal representatives, and estate, and shall
be binding on any successor to the corporation. Neither any repeal
or modification of these By-laws nor the merger or consolidation of
the corporation with any other entity shall affect any rights or
obligations in effect at the time of the repeal, modification,
merger or consolidation. Notwithstanding any other provisions of
this Section 51, except as provided in paragraph (e) hereof with
respect to proceedings to enforce rights to indemnification, the
corporation shall not indemnify any person in connection with a
proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized by the board of
directors of the corporation.

          (g)  Other Enterprises, Fines, and Serving at
Corporation's Request. For purposes of this Section 51, references
to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a
person with respect to any employee benefit plan; and references to
"serving at the request of the corporation" shall include any
service as a director, officer or employee of the corporation which
imposes duties on, or involves services by, such director, officer
or employee with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this Section 51.

          (h)  Savings Clause. If this Section 51 or any portion
thereof shall be invalidated on any ground by any court of
competent jurisdiction, then the corporation shall nevertheless
indemnify each agent of the corporation as to expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the full extent
permitted by any applicable portion of this Section 51 that shall
not have been invalidated or by any applicable law.