Sears, Roebuck and Co.






                            By-Laws
                         As Amended to
                       February 1, 2000






                         Incorporated
                           New York
                             1906

















                                By-Laws
                                  of
                        Sears, Roebuck and Co.
                            as amended to
                          February 1, 2000


Article I

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings.  All meetings of the shareholders
shall be held at such place within or without the State of New
York as shall be fixed by the Board of Directors from time to
time.

Section 2. Annual Meetings.  The annual meeting of the
shareholders for the election of directors and for the
transaction of such other business as may properly be brought
before the meeting shall be held at such time as is specified in
the notice of the meeting on either the second Wednesday in May
of each year or on such other date as may be fixed by the Board
of Directors prior to the giving of the notice of such meeting.
The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled annual meeting of
shareholders.

Nominations of persons for election to the Board of Directors
of the Company and the proposal of business to be considered by
the shareholders may be made at an annual meeting of shareholders
(a) pursuant to the Company's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any shareholder of
the Company who was a shareholder of record at the time of giving
of notice provided for in this By-Law, who is entitled to vote at
the meeting and who complied with the notice procedures set forth
in this By-Law.

For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c)
of the foregoing paragraph of this By-Law, the shareholder must
have given timely notice thereof in writing to the Secretary of
the Company.  To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of
the Company not less than 45 days nor more than 75 days prior to
the first anniversary of the date on which the Company first
mailed its proxy materials for the preceding year's annual
meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than 30 days or delayed by
more than 60 days from the anniversary date of the preceding
year's annual meeting, notice by the shareholder to be timely
must be so delivered not earlier than the 90th day prior to such
annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of
such meeting is first made.  Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director all information
relating to such person that is required to  be disclosed in
solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial
owner, if  any, on whose behalf the proposal is made; (c) as to
the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the
name and address of such shareholder, as they appear on the
Company's books, and of such beneficial owner and (ii)  the class
and number of shares of the Company which are owned beneficially
and of record by such shareholder and such beneficial owner.
Notwithstanding anything in the second sentence of the
preceding paragraph to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the
Company is increased and there is no public announcement naming
all of the nominees for Director or specifying the size of the
increased Board of Directors made by the Company at least 70 days
prior to the first anniversary of the preceding year's annual
meeting, a shareholder's notice required by this By-Law shall
also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of
the Company not later than the close of business on the 10th day
following the day on which such public announcement is first made
by the Company.

Only such persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible to serve
as directors and only such business shall be conducted at an
annual meeting of shareholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
By-Law.  The chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed
to be brought before the meeting was made in accordance with the
procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to
declare that such defective proposal shall be disregarded.
For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or
in a document publicly filed by the Company with the Securities
and Exchange Commission pursuant to Sections 13, 14 or 15(d) of
the Exchange Act.

Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-Law.  Nothing in this
By-Law shall be deemed to affect any rights (i) of shareholders
to request inclusion of proposals in the Company's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii)
of the holders of any series of Preferred Stock to elect
directors under specified circumstances.

Section 3. Special Meetings.  Special meetings of the shareholders
for any purpose or purposes shall be called to be held at any
time upon the request of the Chairman of the Board of Directors,
the President or a majority of the members of the Board of
Directors or of the Executive Committee then in office.  Business
transacted at all special meetings shall be confined to the
specific purpose or purposes of the persons authorized to request
such special meeting as set forth in this Section 3 and only such
purpose or purposes shall be set forth in the notice of such
meeting.  The Board of Directors acting by resolution may
postpone and reschedule any previously scheduled special meeting
of shareholders.

Nominations of persons for election to the Board of Directors
may be made at a special meeting of shareholders at which
directors are to be elected (a) pursuant to the Company's notice
of meeting (b) by or at the direction of the Board of Directors
or (c) by any shareholder of the Company who is a shareholder of
record at the time of giving of notice provided for in this By-
Law, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law.
Nominations by shareholders of persons for election to the Board
of Directors may be made at such a special meeting of
shareholders if the shareholder's notice required by the third
paragraph of Section 2 of Article I of these By-Laws shall be
delivered to the Secretary at the principal executive offices of
the Company not earlier than the 90th day prior to such special
meeting and not later than the close of business on the later of
the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.
Only such persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible to serve
as directors and only such business shall be conducted at a
special meeting of shareholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
By-Law.  The chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed
to be brought before the meeting was made in accordance with the
procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to
declare that such defective proposal shall be disregarded.
Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-Law.

Section 4. Notice of Meetings. Written notice of the time, place,
and purpose or purposes of each annual and special meeting of
shareholders shall be signed by the Chairman of the Board of
Directors, the President, the Secretary, or a Vice President
designated by the Chairman and served by mail upon each
shareholder of record entitled to vote at such meeting not less
than ten nor more than sixty days before the date of the meeting.
Notice of an annual or special meeting of shareholders shall be
deemed to be served when deposited in the United States mail,
postage prepaid, addressed to each shareholder at his address as
it appears on the stock records of the Company or at such other
address as he may have filed with the Secretary of the Company
for such purpose.

Section 5. Quorum. At any meeting of the shareholders, the holders
of record of one-third of the total number of shares of the
Company entitled to vote, present in person or represented by
proxy, shall constitute a quorum for the purpose of transacting
business.

Section 6. Organization and Adjournment.  The Chairman of the
Board of Directors or in the Chairman's absence, the President,
or, if both of such officers are absent, an officer designated by
the Executive Committee, shall act as chairman of the meeting.
The Secretary, or in the Secretary's absence an Assistant
Secretary, or if neither the Secretary nor any Assistant
Secretary be present, any person designated by the chairman of
the meeting, shall act as secretary of the meeting.  Any annual
or special meeting of shareholders may be adjourned by the
chairman of the meeting or pursuant to resolution of the Board of
Directors without notice other than by announcement at the
meeting.  At any adjourned meeting at which a quorum is present,
any business may be transacted that might have been transacted at
the meeting as originally convened.

Section 7. Voting.  At each meeting of the shareholders, each
holder of shares entitled to vote at such meeting shall be
entitled to vote in person or by proxy appointed by such
shareholder in accordance with applicable law, except as provided
in the Certificate of Incorporation of the Company with respect
to cumulative voting, shall have one vote for each share standing
in the shareholder's name on the books of the Company upon each
matter submitted to a vote at the meeting.  The vote upon the
election of directors shall be by ballot.  If a quorum is present
at any meeting of shareholders, the vote of the holders of a
majority of the shares cast by the holders of shares entitled to
vote on the matter shall be sufficient for the transaction of any
business, except that directors shall be elected by a plurality
of shares cast by the holders of shares entitled to vote in the
election, unless, in either case, otherwise provided by law or by
the Certificate of Incorporation.

Section 8. Inspectors of Election.  Prior to each meeting of
shareholders, the Board of Directors shall appoint three
Inspectors, who shall not be directors or officers of the Company
or candidates for the office of director.  Such Inspectors shall
count and report to the meeting the votes cast on all matters
submitted to a vote at such meeting.  In the case of failure of
the Board of Directors to make such appointments, or in the case
of failure of any Inspector so appointed to act, the chairman of
the meeting may, and at the request of a shareholder entitled to
vote thereat, shall, make such appointments or fill such
vacancies.  Each Inspector shall be entitled to a reasonable
compensation from the Company for his services.  The Inspectors
appointed to act at any meeting of the shareholders, before
entering upon the discharge of their duties, shall be sworn
faithfully to execute the duties of Inspectors at such meeting
with strict impartiality and according to the best of their
ability, and the oath so taken shall be subscribed by them.

Article II

BOARD OF DIRECTORS

Section 1. Number, Qualification and Term of Office.  The business
of the Company shall be managed under the direction of a Board of
Directors, each of whom shall be at least 25 years of age.  The
number of directors of the Company shall be fixed and may from
time to time be increased or decreased by the affirmative vote of
a majority of the entire Board of Directors, but in no event
shall the number of directors be less than 7 or more than 20.

Section 2. Vacancies.  Any vacancies on the Board of Directors may
be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the
Board of Directors.  No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any
incumbent director.

Section 3. Resignations.  Any director may resign at any time by
giving written notice to the Chairman of the Board of Directors,
or to the President, or to the Secretary of the Company.  Such
resignation shall take effect on the date of receipt of such
notice unless a later effective date is specified therein.  The
acceptance of such resignation by the Board of Directors shall
not be necessary to make it effective.

Section 4. Place of Meetings.  The Board of Directors may hold its
meetings at such place or places, within or without the State of
New York, as the Board of Directors may from time to time
determine or as may be specified in the notice of any meeting.

Section 5. Annual Meetings.  A meeting of the Board of Directors
to be known as the annual meeting of the Board of Directors shall
be held following the meeting of the shareholders at which such
Board of Directors is elected, at such place as shall be fixed by
the Board of Directors, for the purpose of electing the officers
of the Company and the committees of the Board of Directors, and
of transacting such other business as may properly come before
the meeting.  It shall not be necessary to give notice of this
meeting.

Section 6. Other Meetings.  Meetings of the Board of Directors
shall be held on such dates as from time to time may be
determined by the Board of Directors or whenever called upon the
direction of the Chairman of the Board of Directors or of the
President or by the Secretary upon the written request of one-
third of the directors in office, which request shall state the
date, place and purpose of such meeting.

Section 7. Notice of Meetings.  Written, telephonic, telegraphic
or facsimile transmission notice of each meeting except the
annual meeting shall be given by the Secretary to each director,
by personal delivery, by telephone, or by regular or express
mail, or telegram or facsimile transmission addressed to the
director at his or her usual business address, or to the address
where the director is known to be, at least three days (excluding
Saturdays, Sundays, and holidays) prior to the meeting in case of
notice by regular mail and at least three hours prior to the
meeting in case of notice by personal delivery, express mail,
telephone, telegram, or facsimile transmission.  All notices
which are given by regular mail shall be deemed to have been
given when deposited in the United States mail, postage prepaid.
Any director may waive notice of any meeting before or after the
meeting, and the attendance of a director at any meeting, except
for the sole purpose of protesting the lack of notice thereof,
shall constitute a waiver of notice of such meeting.  Any and all
business may be transacted at any meeting which need not be
restricted to the purpose thereof specified in the notice or
waiver of notice of such meeting, if one is specified.

Section 8. Organization, Quorum, Written Consents and Meetings by
Telephone or Similar Equipment.  Unless the Board of Directors
shall by resolution otherwise provide, the Chairman of the Board
of Directors, or in the Chairman's absence, the President, or, if
both of such officers are absent, a director chosen by a majority
of the directors present, shall act as chairman at meetings of
the Board of Directors; and the Secretary, or in the Secretary's
absence an Assistant Secretary, or in the absence of an Assistant
Secretary, such person as may be designated by the chairman of
the meeting, shall act as secretary at such meetings.
A majority of the directors in office at the time (but not
less than one-third of the entire Board of Directors) shall
constitute a quorum necessary for the transaction of business,
and, except as otherwise provided in these By-Laws, the action of
a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.  If
at any meeting of the Board of Directors a quorum is not present,
a majority of the directors present may adjourn the meeting from
time to time.

Any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or the committee consent
in writing to the adoption of a resolution authorizing the
action.  The resolution and the written consent thereto by the
members of the Board of Directors or committee shall be filed
with the minutes of the proceedings of the Board of Directors or
committee.

Any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of such Board of
Directors or committee 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 a meeting.

Section 9. Compensation.  Each director not an officer of the
Company, or of any subsidiary or affiliated company, may receive
such compensation for his or her services as a director and as a
committee member as shall be fixed from time to time by
resolution of the Board of Directors and shall be reimbursed for
expenses of attendance at meetings of the Board of Directors and
of any committee of which he or she is a member.

Article III

COMMITTEES

Section 1. Creation and Organization.  The Board of Directors, at
its annual meeting, or any adjournment thereof, shall, or at any
other meeting may, elect from among its members, by the vote of a
majority of the entire Board of Directors, an Audit Committee, a
Compensation Committee, an Executive Committee, and a Nominating
Committee, which shall be the standing committees of the Board of
Directors, and such other committees as shall be determined by
the Board of Directors.
The Secretary of the Company shall act as secretary of each
committee meeting or any person as may be designated by the
chairman of the committee shall act as secretary of the meeting
and keep the minutes of such meeting.
The Board of Directors, by the vote of a majority of the
entire Board of Directors, may remove the chairman or any member
of any committee, and may fill from among the directors vacancies
in any committee caused by the death, resignation, or removal of
any person elected thereto.
The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
Each committee may determine its own rules of procedure,
consistent with these By-Laws.  Meetings of any committee may be
called upon direction of the Chairman of the Board of Directors,
the President, or the chairman of the committee.  Notice of each
meeting shall be given to each member of the committee, by
personal delivery, telephone, telegram, facsimile transmission,
or regular or express mail addressed to the member at his or her
usual business address, or to the address where the member is
known to be, at least three days (excluding Saturdays, Sundays,
and holidays) prior to the meeting in case of notice by regular
mail, and at least three hours prior to the meeting in case of
notice by personal delivery, express mail, telephone, telegram,
or facsimile transmission.  All notices which are given by
regular mail shall be deemed to have been given when deposited in
the United States mail, postage prepaid.  Notice of meetings of
any committee may be waived by any member of the committee before
or after the meeting.  At meetings of each committee, the
presence of a majority of such committee shall be necessary to
constitute a quorum for the transaction of business, and, if a
quorum is present at any meeting, the action taken by a majority
of the members present shall be the act of the committee.   Each
committee shall keep a record of its acts and proceedings, and
all action shall be reported to the Board of Directors at the
next meeting of the Board of Directors following such action.
Each committee shall annually consider whether amendments to the
section of Article III of these By-Laws relating to the
composition and function of such committee appear to be in the
best interests of the Company.  Each committee shall report on
such recommendations to the Nominating Committee annually, no
later than December.  The Nominating Committee shall report on
such recommendations to the Board of Directors at its first
regular meeting each year.

Section 2. Executive Committee.  The Executive Committee shall
consist of the Chairmen of the Board of Directors, the chairman
of the Audit, Compensation and Nominating Committees, and such
number of other directors, a majority of whom shall not be
officers or employees of the Company or its affiliates, not less
than four, as shall from time to time be prescribed by the Board
of Directors.

The Executive Committee, unless otherwise provided by
resolution of the Board of Directors, shall between meetings of
the Board of Directors have all the powers of the Board of
Directors and may perform all of the duties thereof, except that
the Executive Committee shall have no authority as to the
following matters:  (i) submission to shareholders of any action
that requires shareholders' authorization under the New York
Business Corporation Law; (ii) compensation of directors; (iii)
amendment or repeal of these By-Laws or the adoption of new By-
Laws; (iv) amendment or repeal of any resolution of the Board of
Directors that by its terms may not be so amended or repealed;
(v) action in respect of dividends to shareholders; (vi) election
of officers, directors or members of committees of the Board of
Directors.  Any action taken by the Executive Committee shall be
subject to revision or alteration by the Board of Directors,
provided that rights or acts of third parties vested or taken in
reliance on such action prior to their receipt of written notice
of any such revision or alteration shall not be adversely
affected by such revision or alteration.

Section 3. Audit Committee.  The Audit Committee shall consist of
such number of directors, who shall not be officers or employees
of the Company or any of its affiliates, not less than three, as
shall from time to time be prescribed by the Board of Directors.
The Committee shall review, with management, the Company's
independent public accountants and its internal auditors, upon
completion of the audit, the annual financial statements of the
Company, the independent public accountants' report thereon, the
other relevant financial information to be included in the
Company's Annual Report on Form 10-K and its annual report to
shareholders.  The Committee shall also periodically review the
Company's policies with respect to compliance with laws and
regulations. After such reviews, the Committee shall report
thereon to the Board of Directors.

The  Committee shall:(1) review recommendations made by the
Company's independent public accountants and internal auditors
with respect to the accounting methods and the system of internal
control used by the Company, and shall advise the Board of
Directors with respect thereto; (2) examine and make
recommendations to the Board of Directors with respect to the
scope of audits conducted by the Company's independent public
accountants and internal auditors; (3) review reports from the
Company's independent public accountants, internal auditors, and
compliance office concerning compliance by management with
governmental laws and regulations and with the Company's policies
relating to business practices and procedures, ethics, conflicts
of interest, perquisites and use of corporate assets.
The Committee shall meet with the Company's independent public
accountants, internal auditors or compliance officer, without
management present, whenever the Committee shall deem it
appropriate. The Committee shall review with the General Counsel
of the Company the status of legal matters that may have a
material impact on the Company's financial statements.
The Committee shall each year make a recommendation, based on
a review of qualifications, to the Board of Directors for the
appointment of independent public accountants to audit the
financial statements of the Company and to perform such other
duties as the Board of Directors may from time to time prescribe.
As part of such review of qualifications, the Committee shall
consider management's plans for engaging the independent public
accountants for management advisory services to determine whether
such services could impair the public accountants' independence.
The Committee shall have the power to conduct or authorize
special projects or investigations which the Committee considers
necessary to discharge its duties and responsibilities.  It shall
have the power to retain independent outside counsel, accountants
or others to assist it in the conduct of any investigations and
may utilize the Company's General Counsel, internal auditors or
compliance officer for such purpose.

Section 4. Compensation Committee. The Compensation Committee
shall consist of such number of directors, who shall not be
officers or employees of the Company or any of its affiliates,
not less than three, as shall from time to time be prescribed by
the Board of Directors.  The Compensation Committee shall approve
the salaries, bonuses, and other compensation to be paid to the
officers of the Company, including the terms and conditions of
their employment, shall approve the compensation of the Chief
Executive Officer, and shall administer all stock option and
other benefit plans (unless otherwise specified in or pursuant to
plan documents or resolutions of the Board of Directors)
affecting officers' direct and indirect remuneration.

	The Compensation Committee shall, on its own initiative or
upon referral from the Board of Directors, investigate, analyze
and consider the current and future financial practices of the
employee benefit plans of the Company and its subsidiaries and
shall report and make such recommendations to the Board of
Directors as the Committee deems appropriate.

Section 5. Nominating Committee.  The Nominating Committee shall
consist of such number of directors, who shall not be officers or
employees of the Company or any of its affiliates, not less than
three, as shall from time to time be prescribed by the Board of
Directors.

The Nominating Committee shall review and recommend to the
Board of Directors prior to the annual shareholders' meeting each
year:  (a) the appropriate size and composition of the Board of
Directors; (b) a proxy statement and form of proxy; (c) policies
and practices on shareholder voting; (d) plans for the annual
shareholders' meeting; and (e) nominees:  (i) for election to the
Board of Directors for whom the Company should solicit proxies;
(ii) to serve as proxies in connection with the annual
shareholders' meeting; (iii) for election to all committees of
the Board of Directors; and (iv) for election as executive
officers of the Company.  The Nominating Committee shall appoint
the Chair of each Committee of the Board of Directors.  The
Nominating Committee shall periodically review and set a maximum
six year term for each Committee Chair.
The Nominating Committee shall annually review the Company's
Corporate Governance Guidelines, assess the performance of the
Board, make recommendations to the Board of Directors with
respect to the compensation of directors, evaluate the
performance of the Chairman and Chief Executive Officer of the
Company, and review the management organization of the Company
and succession plans for the  Chairman and Chief Executive
Officer of the Company, including consultation with the Chairman
of the Board of Directors regarding persons considered qualified
to fill any vacancy that may occur in the position of Chairman
and Chief Executive Officer.  In the event of any such vacancy,
the Nominating Committee shall recommend to the Board of
Directors a nominee to fill such vacancy.

Article IV

OFFICERS

Section 1. Officers.  The Board of Directors shall, at its annual
meeting, and may at any other meeting, or any adjournment
thereof, elect from among its members a Chairman of the Board of
Directors and a President.  The Board of Directors may also elect
at such meeting one or more Vice Chairmen and one or more Vice
Presidents, who may have special designations, and may elect at
such meeting a Treasurer, a Controller and a Secretary, who also
may have special designations.
The Board of Directors may elect or appoint such other
officers and agents as it shall deem necessary, or as the
business of the Company may require, each of whom shall hold
office for such period, have such authority and perform such
duties as the Board of Directors may prescribe from time to time.
Any two or more offices, except the offices of Chairman of the
Board of Directors and Secretary, the offices of President and
Secretary and the offices of Chief Financial Officer (regardless
of title) and Controller, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in
more than one capacity.

Section 2. Term of Office.  Each officer elected by the Board of
Directors shall hold office until the annual meeting of the Board
of Directors following the next annual meeting of shareholders
and until his or her successor is elected, or until such earlier
date as shall be prescribed by the Board of Directors at the time
of his or her election.  Any officer may be removed at any time,
with or without cause, by the vote of a majority of the members
of the Board of Directors.

Section 3. Vacancies.  A vacancy in any office caused by the
death, resignation, retirement, or removal of the person elected
thereto, or by any other cause, may be filled for the unexpired
portion of the term by election of the Board of Directors at any
meeting.  In case of the absence or disability, or refusal to act
of any officer of the Company, or for any other reason that the
Board of Directors shall deem sufficient, the Board of Directors
may delegate, for the time being, the powers and duties, or any
of them, of such officer to any other officer or to any director,
consistent with the limitations in Section 1.

Section 4. The Chairman of the Board of Directors.  The Chairman
of the Board of Directors shall be the chief executive officer of
the Company and shall have general direction over the affairs of
the Company, subject to the control and direction of the Board of
Directors.  The Chairman shall, when present, preside as chairman
at all meetings of the shareholders and of the Board of
Directors.  The Chairman may call meetings of the shareholders
and of the Board of Directors and of the committees whenever he
or she deems it necessary.  The Chairman shall, in the absence or
incapacity of the President, perform all duties and functions and
exercise all the powers of the President.  The Chairman shall
have such other powers and perform such other duties as from time
to time may be prescribed by the Board of Directors.

Section 5. The President. The President shall have general
direction over the day-to-day business of the Company, subject to
the control and direction of the Chairman of the Board of
Directors.  The President shall keep the Chairman of the Board of
Directors fully informed concerning the activities of the Company
under his supervision.  The President shall, in the absence or
incapacity of the Chairman of the Board of Directors, perform all
duties and functions and exercise all the powers of the Chairman
of the Board of Directors.  In the absence of the Chairman of the
Board of Directors, the President shall preside at meetings of
the shareholders and of the Board of Directors.  The President
shall have such other powers and perform such other duties as are
incident to the office of President and as from time to time may
be prescribed by the Board of Directors.

Section 6. Vice Chairmen and Vice Presidents.  Each Vice Chairman
and each Vice President shall have such powers and perform such
duties as from time to time may be assigned to him or her by the
Board of Directors or be delegated to him or her by the Chairman
of the Board of Directors or by the President.  The Board of
Directors may assign to any Vice Chairman or Vice President
general supervision and charge over any territorial or functional
division of the business and affairs of the Company.  In the
absence or incapacity of the Chairman of the Board of Directors
and the President, the powers, duties, and functions of the
President shall be temporarily performed and exercised by such
one of the Vice Chairmen or Vice Presidents as shall be
designated by the Board of Directors or, if not designated by the
Board of Directors, by the Executive Committee or, if not
designated by the Executive Committee, by the President.

Section 7. Chief Financial Officer.  The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the
properties and business transactions of the Company, including
accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings, and shares.  The books
of account shall at all reasonable times be open to inspection by
any director.

The Chief Financial Officer shall deposit all money and other
valuables in the name and to the credit of the Company with such
depositaries as may be designated by the Board of Directors.  He
or she shall disburse the funds of the Company as may be ordered
by the Board of Directors, shall render to the Board of
Directors, the Chairman of the Board of Directors, or the
President, whenever they request it, an account of all of his or
her transactions as Chief Financial Officer and of the financial
condition of the Company, and shall have such other powers and
perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board of Directors, the President
or these By-Laws.

Section 8. Controller.  The Controller shall have general charge,
control, and supervision over the accounting and auditing affairs
of the Company.  The Controller or such persons as the Controller
shall designate shall have responsibility for the custody and
safekeeping of all permanent records and papers of the Company.
The Controller shall have responsibility for the preparation and
maintenance of the books of account and of the accounting records
and papers of the Company; shall supervise the preparation of all
financial statements and reports on the operation and condition
of the business; shall have responsibility for the establishment
of financial procedures, records, and forms used by the Company;
shall have responsibility for the filing of all financial reports
and returns, except tax returns, required by law; shall render to
the Chairman of the Board of Directors, the President, or the
Board of Directors, whenever they may require, an account of the
Controller's transactions; and in general shall have such other
powers and perform such other duties as are incident to the
office of Controller and as from time to time may be prescribed
by the Board of Directors, the Chairman of the Board of
Directors, or the President.

Section 9. Secretary.  The Secretary shall attend and keep the
minutes of meetings of the shareholders, of the Board of
Directors, and of all committees of the Company in books of the
Company provided for that purpose; may sign with the Chairman of
the Board of Directors, the President, any Vice Chairman or any
Vice President, or the Manager of any Department, in the name of
the Company, contracts and other instruments authorized by the
Board of Directors or by the Executive Committee, and in proper
cases shall affix the corporate seal thereto; shall see that
notices are given and corporate records and reports are properly
kept and filed by the Company as required by these By-Laws or as
required by law; and in general shall have such other powers and
perform such other duties as are incident to the office of
Secretary and as from time to time may be prescribed by the Board
of Directors, the Chairman of the Board of Directors, or the
President.

Section 10. Compensation.  The salaries and other compensation of
all officers elected by the Board of Directors shall be fixed
from time to time by or under the direction of the Board of
Directors.

Article V

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Indemnification.  Any person (hereinafter called an
"Indemnitee") made, or threatened to be made, a party to, or who
is otherwise involved in, any action, suit or proceeding whether
civil, criminal, administrative or investigative, by reason of
the fact that such Indemnitee, or his or her testator or
intestate, is or was a director or officer of the Company, or,
while a director or officer of the Company and at the request of
the Company, is or was serving another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
in any capacity, shall be indemnified by the Company to the full
extent permitted by applicable law, against judgments, fines,
amounts paid in settlement and all expenses, including attorneys'
fees, actually incurred as a result of such action, suit or
proceeding, or any appeal therein.
Without limitation of the foregoing, the Company shall be
deemed to have requested an Indemnitee to serve an employee
benefit plan where the performance by such person of his or her
duties to the Company also imposes duties on, or otherwise
involves services by, such person to the plan or participants or
beneficiaries of the plan.  Excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to
applicable law shall be considered fines.

Section 2. Partial Indemnity.  If an Indemnitee is entitled under
any provision of this Article V to indemnification by the Company
for some or a portion of the amounts indemnified against, but not
for the total amount thereof, the Company shall nevertheless
indemnify such Indemnitee for the portion thereof to which such
Indemnitee is entitled.

Section 3. Advancement of Expenses. Except as prohibited by
applicable law, the Company shall, from time to time, reimburse
or advance to any Indemnitee the funds necessary for payment of
expenses incurred in connection with any action, suit or
proceeding referred to in Section 1, upon receipt of a written
undertaking by or on behalf of such Indemnitee to repay such
amounts if and to the extent that such repayment is required
pursuant to applicable law.

Section 4. Corporate Action; Judicial Review.  Upon receipt of a
request to be indemnified, or for the reimbursement or
advancement of expenses, the Company shall promptly proceed in
good faith to take all actions necessary to a determination of
whether or not the Indemnitee is entitled to such payment
pursuant to this Article V.  If such a request is not paid in
full by the Company within thirty days after receipt of a written
claim therefor, the Indemnitee may at any time thereafter bring
suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the Indemnitee also
shall be entitled to be reimbursed by the Company for the
expenses actually incurred, including attorneys' fees, of
prosecuting such claim.  Neither a determination that such
payments are improper under the circumstances, nor the failure of
the Company (including its Board of Directors, Independent
Counsel (as hereinafter defined) or shareholders) to have made a
determination, prior to the commencement of such action, that
such payments are proper under the circumstances, shall be a
defense to the action or shall create a presumption that the
Indemnitee is not entitled to the payment requested.
Notwithstanding any other provision of this Article V, in any
action hereunder by the Indemnitee against the Company to secure
indemnification or reimbursement or advancement of expenses, to
the extent permitted by applicable law, the Company shall bear
the burden of proof that the Indemnitee is not entitled to such
payments.

Section 5. Contract Right.  The right to indemnification and to
the reimbursement or advancement of expenses pursuant to this
Article V (a) is a contract right provided in consideration of
services to the Company, with respect to which an Indemnitee may
bring suit as if the provisions of this Article V were set forth
in a separate written contract between the Company and such
Indemnitee, (b) is intended to be retroactive and shall, to the
extent permitted by applicable law, be available with respect to
events occurring prior to the adoption hereof, and (c) shall
continue to exist after any future rescission or restrictive
modification hereof with respect to any alleged cause of action
that accrues, or any other incident or matter that occurs, prior
to such rescission or modification.  It is the intent of the
Company to irrevocably establish hereby the right of Indemnitees
to all indemnification that is not prohibited by applicable law.

Section 6. Change in Control.  If there has been a Change in
Control of the Company (as hereinafter defined) within five years
prior to any request for indemnification or reimbursement or
advancement of expenses pursuant to this Article V, then with
respect to all matters thereafter arising concerning the rights
of Indemnitees to payments pursuant to this Article V or under
any other agreement not inconsistent with this Article V now or
hereafter in effect, the Company shall seek legal advice as
specified below only from Independent Counsel (as hereinafter
defined) selected by the Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld).  Such
Independent Counsel shall determine whether and to what extent
the Indemnitee would be permitted to be indemnified under
applicable law, which determination shall include an opinion as
to whether any requisite standard of conduct under applicable law
has been met, and shall render a written opinion to the Company
and the Indemnitee to such effect.  To the extent permitted by
applicable law, the Company shall be required by this Section 6
to authorize indemnification to the extent such opinion of
Independent Counsel indicates that indemnification is permitted
under applicable law; provided, however, that nothing in this
Section 6 shall be deemed to abrogate the duties of any director
of the Company to participate in any determination required to be
made under applicable law as to whether such payments shall be
made.  The Company agrees to pay the reasonable fees of such
Independent Counsel and to indemnify such counsel fully against
any and all expenses, claims, liabilities and damages arising out
of or relating to this Article V or the engagement of such
Independent Counsel pursuant hereto.

A "Change in Control of the Company" shall be deemed to have
occurred if (a) any "person" (as such term is used in Section
13(d) of the Securities Exchange Act of 1934) is or becomes the
beneficial owner (as defined in Rule 13d-3 under such Act),
directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company's then
outstanding voting shares, or (b) during any period of two
consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company cease for
any reason to constitute at least a majority thereof unless the
election of each director who was not a director at the beginning
of the period was approved by a vote of a least 75% of the
directors then still in office who were directors at the
beginning of the period.

"Independent Counsel" shall refer to an attorney-at-law who at
the time of his or her selection shall not have otherwise
performed services for the Company or the Indemnitee within the
previous five years.  Independent Counsel shall not be any person
who, under the standards of professional conduct to which he or
she is legally subject, would have a conflict of interest in
representing either the Company or the Indemnitee in connection
with the determination of the Indemnitee's rights under this
Article V; nor shall Independent Counsel be any person who has
been sanctioned or censured for ethical violations of such
standards of professional conduct.

Section 7. Period of Limitations.  To the extent such limitation
is permitted by applicable law, no legal action shall be brought
and no cause of action shall be asserted by or in the right of
the Company or any affiliate of the Company against an
Indemnitee, Indemnitee's spouse, heirs, testators, intestates,
executors, administrators or personal or legal representatives
after the expiration of three years from the date of accrual of
such cause of action, and any claim or cause of action of the
Company or any affiliate shall be extinguished and deemed
released unless asserted by the timely filing of a legal action
within such three year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such
cause of action, such shorter period shall govern.

Section 8. Non-exclusivity.  The rights of Indemnitees under the
foregoing provisions of this Article V shall be in addition to
any other rights such persons may have under a resolution of the
shareholders of the Company, a resolution of its directors, the
Certificate of Incorporation of the Company as amended or
restated from time to time, the New York Business Corporation
Law, the common law, any insurance policy, any agreement or
otherwise.  In addition to the foregoing provisions of this
Article V, indemnification and reimbursement and advancement of
expenses may be authorized pursuant to this Article V by a
resolution of the shareholders of the Company, a resolution of
its directors or an agreement providing for such indemnification.
The Company shall not be liable under this Article V to make any
payment to an Indemnitee to the extent that such person has
otherwise actually received payment of the amounts otherwise
indemnifiable hereunder.

Section 9. Applicable Law.  Any Indemnitee entitled to
indemnification or to the reimbursement or advancement of
expenses as a matter of right pursuant to this Article V may
elect, to the extent permitted by law, to have the right of
indemnification (or reimbursement or advancement of expenses)
interpreted on the basis of the applicable law in effect at the
time of the occurrence of the event or events giving rise to the
action, suit or proceeding, or on the basis of the applicable law
in effect at the time indemnification (or reimbursement or
advancement of expenses) is sought.

Article VI

STOCK CERTIFICATES AND TRANSFER OF STOCK

Section 1. Certificates of Stock.  Certificates representing
shares of the Company shall be in such form, consistent with law,
as shall be approved by the Board of Directors.  They shall be
signed by the Chairman of the Board of Directors or President or
a Vice Chairman or a Vice President, and by the Secretary or
Treasurer or by an Assistant Secretary or Assistant Treasurer,
and shall be sealed with the corporate sealError! Bookmark not
defined. of the Company.  Such seal may be an engraved or printed
facsimile, and the signature of such officers of the Company, or
any of them, may be printed facsimiles if such certificates are
countersigned by a Transfer Agent or registered by a Registrar
other than the Company itself or an employee thereof.  In case
any officer who shall have signed any such certificate, or whose
facsimile signature shall have been used thereon, shall cease to
be such officer before such certificate shall have been issued by
the Company, such certificate may be issued by the Company with
the same effect as if such officer had not ceased to be such at
the date of the issuance of such certificate.  The signature of
the Transfer Agent and Registrar on a certificate representing
shares of the Company may also be a printed facsimile when the
same entity acts in the dual capacity.

Section 2. Transfer of Certificated Stock.  Certificated shares of
the Company shall be transferred on the books of the Company only
upon surrender of the certificate or certificates therefor to the
Treasurer of the Company, or to any authorized Transfer Agent,
properly endorsed or accompanied by proper assignments duly
executed by the registered holder thereof in person or by his or
her attorney duly authorized in writing; except that with respect
to certificates alleged to have been lost, stolen, or destroyed,
a new certificate may be issued without cancellation of the
original certificate, but only upon production of such evidence
of the loss, theft, or destruction of the original certificate,
and upon delivery to the Company of a bond of indemnity in such
amount and upon such terms as the Board of Directors, in its
discretion, may require.  Until so transferred on the books of
the Company, the Company shall deem and treat the registered
holder of each certificate for shares as the owner of such shares
for all purposes.

Section 3. Transfer Agent and Registrar; Regulations.  The Company
shall maintain one or more transfer offices or agencies, each
under control of a Transfer Agent, where the shares of the
Company may be transferable, and also one or more registry
offices or agencies, each under control of a Registrar, where
such shares may be registered, and no certificate for shares of
the Company shall be valid unless countersigned by such Transfer
Agent and registered by such Registrar.  The Board of Directors
may make such additional rules and regulations as it may deem
expedient concerning the issue, transfer, and registration of
certificates for shares of the Company.

Section 4. Record Date of Shareholders.  The Board of Directors
may from time to time fix in advance a date, not more than sixty
nor less than ten days preceding the date of any meeting of
shareholders, and not more than sixty days prior to the date for
the payment of any dividend, or the date for the allotment of any
rights, or the date when any change or conversion or exchange of
shares shall become effective, or the date for any other action
by the shareholders, as a record for the determination of the
shareholders entitled to notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any such change,
conversion, or exchange of shares, or to take any other action,
and only such shareholders as shall be shareholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, or to take such other action, as the
case may be, notwithstanding any transfer of any shares on the
books of the Company after any such record date so fixed.

Section 5. Uncertificated Shares.  The Board of Directors may in
its discretion authorize the issuance of shares which are not
represented by certificates and provide for the registration and
transfer thereof on the books and records of the Company or any
Transfer Agent or Registrar so designated.

Section 6. Shareholder Records.  The names and addresses of the
persons to whom shares are issued, and the number of shares and
the dates of issue and any transfer thereof, whether in
certificated or uncertificated form, shall be entered on records
kept for that purpose.  The stock transfer records and the blank
stock certificates shall be kept by the Transfer Agent, or by the
Treasurer, or such other officer as shall be designated by the
Board of Directors for that purpose.  Every certificate
surrendered for transfer or exchange shall be cancelled.

Article VII

FISCAL YEAR

The fiscal year of the Company shall begin on January 1 in
1994, and thereafter shall begin on the day after the Saturday
closest to December 31 in each year, and shall end on the
Saturday closest to December 31 in 1994 and each year thereafter.

Article VIII

SEAL

The corporate seal of the Company shall be circular in form
and shall contain the name of the Company and the words "New
York," "1906," and "Seal."  The Secretary shall have custody of
the seal, and a duplicate of the seal may be kept and used by any
Assistant Secretary.

Article IX

AMENDMENTS

These By-Laws may be amended or repealed by the vote of a
majority of the directors present at any meeting of the Board of
Directors at which a quorum is present or by the vote of the
holders of the shares of the Company at the time entitled to vote
in the election of directors at any meeting of the shareholders
at which a quorum is present.