______________________________________________________




                                  BY-LAWS

                                    OF

                                 IBP, inc.

              (Incorporated the Laws of the State of Delaware)

                     As amended through February 24, 1999





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                                TABLE OF CONTENTS

                                    ARTICLE I

                                     Offices

           Section 1.   	Registered Office 	                       1
           Section 2.   	Other Offices                                  1

                                    ARTICLE II

                            Meetings of Stockholders

           Section 1.    Place of Meeting                                1
           Section 2.	 Annual Meetings                                 1
           Section 3.	 Special Meetings 	                         2
           Section 4.	      Notice of Meetings 	                   2
           Section 5.	      Quorum                                     3
           Section 6.	      Adjournments                               3
           Section 7.	      Conduct of Meeting 	                   3
           Section 8.	      List of Stockholders 	                   5
           Section 9.	      Voting 	                               5
           Section 10.	      Inspector of Election 	                   7

                                    ARTICLE III

                                Board of Directors

           Section 1.	General Powers                                   8
           Section 2.	Number, Qualification and Election 	             8
           Section 3.	Notification of Nominations 	                   8
           Section 4.	Quorum and Manner of Acting                     11
           Section 5.	Place of Meeting 	                              11
           Section 6.	Regular Meeting 	                              11
           Section 7.	Special Meetings                                11
           Section 8.	Notice of Meetings                              12
           Section 9.	Rules and Regulations 	                        12
           Section 10.	Participation in Meeting by Means
                             of Communications Equipment                12
           Section 11.	Action Without Meeting   	                  12
           Section 12.	Resignations 	                              13
           Section 13.	Removal of Directors 	                        13
           Section 14.	Vacancies                                       13
           Section 15.	Compensation 	                              14

                                    ARTICLE IV

                                Executive and Other Committees

           Section 1.  Executive Committee                              14
           Section 2.	 Other Committees 	                             16
           Section 3.	 Procedure, Meetings, Quorum 	                  16

                                    ARTICLE V

                                    Officers

	     Section 1.  Number; Term of Office 	                        18
	     Section 2.	 Removal 	                                    18
	     Section 3.	 Resignation 	                              19
	     Section 4.	 Vacancies 	                                    19
	     Section 5.	 Chairman of the Board 	                        19
	     Section 6.	 The President 	                              19
	     Section 7.	 Vice-Presidents                                19
	     Section 8.	 Treasurer 	                                    20
	     Section 9.	 Secretary 	                                    20
	     Section 10.	 Controller 	                              20
	     Section 11.	 Assistant Treasurers, Secretaries
                           and Controllers                          	20

                                    ARTICLE VI

                       Indemnification of Directors, Officers,
                                 Employees and Agents

           Section 1.	Third Party Actions                             21
           Section 2.	Derivative Actions                              21
           Section 3.	Determination of Indemnification 	            22
           Section 4.	Right of Indemnification 	                  23
           Section 5.	Advance of Expenses 	                        23
           Section 6. Indemnification by a Court 	                  23
           Section 7. Indemnification Not Exclusive 	                  24
           Section 8.	Insurance 	                                    24
           Section 9. Indemnification to Continue 	                  25
           Section 10	Definitions of Certain Terms 	                  25

                                    ARTICLE VII

                                    Capital Stock

           Section 1.	Certificates for Shares 	                  26
           Section 2.	Transfer of Shares 	                        26
           Section 3.	Addresses of Stockholders 	                  27
           Section 4.	Lost, Destroyed and Mutilated Certificates      27
           Section 5.	Regulations                                     28
           Section 6.	Fixing Date for Determination of
                          Stockholder of Record                        	28

                                    ARTICLE VIII

                                         Seal

                                    ARTICLE IX

                                       Fiscal Year

                                    ARTICLE X

                                     Waiver of Notice

                                    ARTICLE XI

                         Form of By-law for Amendment of By-laws

            Section 1.	Amendments                                       31
            Section 2.	Entire Board of Directors                        32

                                    ARTICLE XII

                                   Miscellaneous

	      Section 1. Execution of Documents 	                         32
	      Section 2.	Deposits                                         32
	      Section 3.	Checks                                           33
            Section 4.	Proxies in Respect of Stock or Other Securities
	                     of Other Corporations                         33
            Section 5.	By-laws Subject to Law and Restated Certificate
	                          of Incorporation of the Corporation 	 33




ARTICLE I
	Offices
	Section 1.  Registered Office.  The registered office of
IBP, inc. (hereinafter called the "Corporation" in the State
of Delaware shall be at Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, in the City of Wilmington,
County of New Castle, and the registered agent in charge
thereof shall be The Corporation Trust Company.
	Section 2.  Other Offices.  The Corporation may also have
an office or offices, and keep the books and records of the
Corporation, except as may otherwise be required by law, at
such other place or places, either within or without the State
of Delaware, as the Board of Directors may from time to time
determine or the business of the Corporation require.

ARTICLE II
Meetings of Stockholders
	Section 1.  Place of Meeting.  All meetings of the
stockholders of the Corporation shall be held at the office of
the Corporation or at such other places, within or without the
State of Delaware, as may from time to time be fixed by the
Board of Directors.
	Section 2.  Annual Meetings.  The annual meeting of the
stockholders of the Corporation for the election of directors
and for the transaction of such other business as may properly
come before the meeting shall be held on the first Wednesday
in June in each year, if not a legal holiday under the laws of
the place where the meeting is to be held, and, if a legal
holiday, then on the next succeeding day which is not a legal
holiday under the laws of such place, or on such other date
and at such hour as may from time to time be fixed by the
Board of Directors.
	Section 3.  Special Meetings.  Subject to the provisions
of any Preferred Stock Designation (as such term is defined in
the Restated Certificate of Incorporation of the Corporation),
special meetings of the stockholders for any purpose or
purposes may be called only by the Chairman of the Board of
Directors of the Corporation or a majority of the entire Board
of Directors.  Only such business as is specified in the
notice of any special meeting of the stockholders shall come
before such meeting.
	Section 4.  Notice of Meetings.  Written notice of each
meeting of the stockholders, whether annual or special, shall
be given, either by personal delivery or by mail, not less
than 10 nor more than 60 days before the date of the meeting
to each stockholders or record entitled to notice of the
meeting.  If mailed, such notice shall be deemed given when
deposited in the United States mail, postage prepaid, directed
to the stockholder at such stockholder's address as it appears
on the records of the Corporation.  Each such notice shall
state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which
the meeting is called.  Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy without protesting,
prior to or at the commencement of the meeting, the lack of
proper notice to such stockholder, or who shall waive notice
thereof as provided in Article X of these By-laws.  Notice of
adjournment of a meeting of stockholders need not be given if
the time and place to which it is adjourned are announced at
such meeting, unless the adjournment is for more than 30 days
or, after adjournment, a new record date is fixed for the
adjournment meeting.
	Section 5.  Quorum.  The holders of a majority of the
votes entitled to be cast by the stockholders entitled to
vote, which if any vote is to be taken by classes shall mean
the holders of a majority of the votes entitled to be cast by
the stockholders of each such class, present in person or by
proxy, shall constitute a quorum for the transaction of
business at any meeting of the stockholders.
	Section 6.  Adjournments.  In the absence of a quorum, the
holders of a majority of the votes entitled to be cast by the
stockholders, present in person or by proxy, may adjourn the
meeting from time to time.  At any such adjourned meeting at
which a quorum may be present, any business may be transacted
which might have been transacted at the meeting as originally
called.
	Section 7.  Conduct of Meeting.  At each meeting of the
stockholders, the Chairman of the Board, or, in the absence of
the Chairman of the Board, such person designated by the Board
of Directors, shall act as Chairman.  No business may be
transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of
the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual
meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof), or (c) otherwise
properly brought before the annual meeting by any stockholder
of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section
7 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 7.
	In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the
Corporation.
	To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal
executive offices of the Corporation not less than sixty (60)
days nor more than ninety (90) days prior to the anniversary
date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within sixty
(60) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the
date of the annual meeting was made, whichever first occurs.
	To be in proper written form, a stockholder's notice to
the Secretary must set forth as to each matter such
stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record
address of such stockholders, (iii) the class or series and
number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such
stockholder and any other person or persons (including their
names) in connection with the proposal of such business by
such stockholder and any material interest of such stockholder
in such business, and (v) a representation that such
stockholder intends to appear in person or by proxy at the
annual meeting to bring such business before the meeting.
	No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting
in accordance with the procedures set forth in this Section 7;
provided, however, that once business has been properly
brought before the annual meeting in accordance with such
procedures, nothing in this Section 7 shall be deemed to
preclude discussion by any stockholder of any such business.
If the Chairman of an annual meting determines that business
was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly
brought before the meeting and such business shall not be
transacted.
	Section 8.  List of Stockholders.  It shall be the duty of
the Secretary or other officer of the Corporation who has
charge of the stock ledger to prepare and make, at least 10
days before each meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each
stockholder and the number of shares registered in such
stockholder's name.  Such list shall be produced and kept
available at the times and places required by law.
	Section 9.  Voting.  Each stockholder of record of any
class or series of stock having a preference over any class of
Common Stock of the Corporation as to dividends or upon
liquidation shall be entitled at each meeting of stockholders
to such number of votes for each share of such stock as may be
fixed in the Restated Certificate of Incorporation or pursuant
to the provisions of any Preferred Stock Designation and each
stockholder of record of Common Stock shall be entitled at
each meeting of stockholders to one vote for each share of
such stock, in each case, registered in such stockholder's
name on the books of the Corporation;
	(1)	on the date fixed pursuant to Section 6 of Article VII
of these By-laws as the record date for the determination of
stockholders entitled to notice of and to vote at such
meeting; or
	(2) 	if no such record date shall have been so fixed, then
at the close of business on the day next preceding the day on
which notice of such meeting is given, or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held, or, if action is taken by
written consent without a meeting (to the extent permitted by
these By-laws and the Restated Certificate of Incorporation of
the Corporation) and no record date for determining
stockholders entitled to express consent to corporate action
in writing without a meeting shall have been fixed, the day on
which the first written consent is expressed.
		Each shareholder entitled to vote at any meeting of
stockholders may authorize not in excess of three persons to
act for such stockholder by a proxy signed by such stockholder
or such stockholder's attorney-in-fact.  Any such proxy shall
be delivered to the secretary of such meeting at or prior to
the time designated for holding such meeting, but in any event
not later than the time designated in the order of business
for so delivering such proxies.  No such proxy shall be voted
or acted up after three years from its date, unless the proxy
provides for a longer period.
		At each meeting of the stockholders, all corporate
actions to be taken by vote of the stockholders shall be
authorized by a majority of the votes cast by the stockholders
entitled to vote thereon, present in person or represented by
proxy, and where a separate vote by class is required, a
majority of the votes cast by the stockholders of such class,
present in person or represented by proxy, shall be the act of
such class; subject, in each case, to such greater vote as may
be prescribed by the Restated Certificate of Incorporation of
the Corporation or by law. Unless required by law or determine
by the chairman of the meeting to be advisable, the vote on
any matter, including the election of directors, need not be
by written ballot.  In the case of a vote by written ballot,
each ballot shall be signed by the stockholder voting, or by
such stockholder's proxy, and shall state the number of shares
voted.
	Section 10.  Inspector of Election.  In advance of any
meeting of stockholders, the Board of Directors by resolution
or the Chairman shall appoint one or more inspectors of
election to act at the meeting and make a written report
thereof.  One or more other persons may be designated as
alternate inspectors to replace any inspector who fails to
act.  If no inspector or alternate is present, ready and
willing to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the
meeting.  Unless otherwise required by law, inspectors may be
officers, employees or agents of the Corporation and need not
be stockholders of the Corporation.  Notwithstanding anything
herein to the contrary, no director or nominee for the office
of director shall be appointed as an inspector.  Each
inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the
duties of inspector according to the best of his or her
ability.  The inspector shall have the duties prescribed by
law and shall take charge of the polls and, when the vote is
completed, shall make a certificate of the result of the vote
taken and of such other facts as may be required by law.


ARTICLE III
Board of Directors
	Section 1.  General Powers.  The business and affairs of
the Corporation shall be managed by or under the direction of
the Board of Directors, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are
not required by law, by the Restated Certificate of
Incorporation of the Corporation or by these By-laws directed
or required to be exercised or done by the stockholders.
	Section 2.  Number, Qualification and Election.  Except as
otherwise provided pursuant to provisions of any Preferred
Stock Designation, the number of directors of the Corporation
shall be determined from time to time by vote of a majority of
the entire Board of Directors, provided that the number
thereof may not be less than three.
	Each of the directors of the Corporation shall hold office
until the next annual meeting of stockholders following such
director's election and until such director's successor shall
have been elected and qualified, or until his earlier death,
or resignation or removal in the manner hereinafter provided.
No decrease in the number of directors shall shorten the term
of any incumbent director.
Directors need not be stockholders of the Corporation.
	In any election of directors, the persons receiving a
plurality of the votes case, up to the number of directors to
be elected in such election, shall be deemed elected.
	Section 3.  Notification of Nominations.  Only persons who
are nominated in accordance with the following procedures
shall be eligible for election as directors of the
Corporation, except as may be otherwise provided in the
Certificate of Incorporation of the Corporation with respect
to the right of holders of preferred stock of the Corporation
to nominate and elect a specified number of directors in
certain circumstances.  Nominations of persons for election to
the Board of Directors may be made at any annual meeting of
stockholders (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by
any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in
this Section 3 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this
Section 3.
	In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Secretary of the Corporation.
	To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal
executive offices of the Corporation not less than sixty (60)
days nor more than ninety (90) days prior to the anniversary
date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within sixty
(60) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day
following the date on which such notice of the date of the
annual meeting was mailed or such public disclosure of the
date of annual meeting was made, whichever first occurs.
	To be in proper written form, a stockholder's notice to
the Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of
the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially
or of record by the person, and (iv) any other information
relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice (i) the name and record address
of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a
description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in
person or by proxy at the annual meeting to nominate the
persons named in its notice, and (v) any other information
relating to such stockholder that would be required to be
disclosed  in a proxy statement or other filings required to
be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder.
Such notice must be accompanied by a written consent of each
proposed nominee to be named as a nominee and to serve as a
director if elected.
	No person shall be eligible for election as a director of
the Corporation unless nominated in accordance with the
procedures set forth in this Section 3 at an annual meeting,
or unless elected by written consent of shareholders pursuant
to the procedures set forth in Article VII, Section 6.  If the
Chairman of the annual meeting determines that a nomination
was not made in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.
	Section 4.  Quorum and Manner of Acting.  Except as
otherwise provided by these By-laws, a majority of the entire
Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board, and,
except as so provided, the vote of a majority of the directors
present at any meeting at which a quorum is present shall be
the act of the Board.  In the absence of a quorum, a majority
of the directors present may adjourn the meeting to another
time and place, without notice other than announcement at the
meeting.  At any adjourned meeting at which a, quorum is
present, any business may be transacted which might have been
transacted at the meeting as originally called.
	Section 5.  Place of Meeting.  The Board of Directors may
hold its meetings at such place or places within or without
the State of Delaware as the Board may from time to time
determine or as shall be specified or fixed in the respective
notices or waivers or notice thereof.
	Section 6.  Regular Meetings.  Regular meetings of the
Board of Directors shall be held at such times and places as
the Board shall from time to time by resolution determine.  If
any day fixed for a regular meeting shall be a legal holiday
under the laws of the place where the meeting is to be held,
the meeting which would otherwise to be held on that day shall
be held at the same hour on the next succeeding business day.
	Section 7.  Special Meetings.  Special meetings of the
Board of Directors shall be held whenever called by the
Chairman of the Board or by a majority of the directors.
	Section 8.  Notice of Meetings.  Notice of regular
meetings of the Board of Directors or of any adjourned meeting
thereof need not be given.  Notice of each special meeting of
the Board shall be mailed to each directors, addressed to such
director at such director's residence or usual place of
business, at least two days before the day on which the
meeting is to be held or shall be sent to such director at
such place by telegraph or be given personally or by
telephone, not later than the day before the meeting is to be
held, but notice need not be given to any director who shall,
either before or after the meeting, submit a signed waiver of
such notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of
notice to such director. Every such notice shall state the
time and place but need not state the purpose of the meeting.
	Section 9.  Rules and Regulations.  The Board of Directors
may adopt such rules and regulations not inconsistent with the
provisions of these By-laws for the conduct of its meetings
and management of the affairs of the Corporation as the Board
may deem proper.  In the absence of the Chairman of the Board,
such person as may be designated by the Board of Directors
shall preside at meetings of the Board.
	Section 10.  Participation in Meetings by Means of
Communications Equipment.  Any one or more members of the
Board of Directors or any committee thereof may participate in
any meeting of the Board or of any such committee by means of
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
	Section 11.  Action Without Meeting.  Any action required
or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a
meeting if all of the members of the Board or of any such
committee consent thereto in writing and the writing or
writings are filed without the minutes of proceedings of the
Board or of such committee.
	Section 12.  Resignations.  Any director of the
Corporation may at any time resign by giving written notice to
the Board of Directors, the Chairman of the Board, the
President or the Secretary of the Corporation.  Such
resignation shall take effect at the time specified therein
or, if the time be not specified, upon receipt thereof, and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.  If
the resignation of a director is effective at a future time,
the Board of Directors may elect a successor prior to such
effective time to take office when such resignation becomes
effective.
	Section 13.  Removal of Directors.  Subject to the terms
of any Preferred Stock Designation, any director may be
removed at any time for cause or without cause by vote of the
holders of a majority in voting interest of shares then
entitled to vote in the election of directors.  Any director
may also be removed at any time for cause by vote of a
majority of the entire Board of Directors.  The vacancy in the
Board caused by any such removal may be filled by the
stockholders or as provided in Section 14 of Article III of
these By-laws.
	Section 14.  Vacancies.  Except as otherwise provided by
the terms of any Preferred Stock Designation or any other
securities of the Corporation, newly created directorships
resulting from any increase in the number of directors may be
filled by the affirmative vote of a majority of the Board of
Directors then in office, provided that a quorum of the Board
of Directors is present, and any vacancies on the Board of
Directors resulting from death, resignation, removal or other
cause shall only 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, or by a
sole remaining directors, or by the stockholders in accordance
with Section 13 of this Article III or at a meeting called for
that purpose in accordance with Section 3 of Article II of
these By-laws. The director elected to fill a vacancy shall
hold office for the unexpired term in respect of which such
vacancy occurred and until his successor shall be elected and
shall qualify or until his earlier death or resignation or
removal in the manner provided herein.
	Section 15.  Compensation.  Each director who shall not at
the time also be a salaried officer or employee of the
Corporation or any of its subsidiaries (hereinafter referred
to as an "outside director"), in consideration of such person
serving as a director, shall be entitled to receive from the
Corporation such amount per annum and such fees for attendance
at meetings of the Board of Directors or of committees of the
Board, or both, as the Board shall from time to time
determine.  In addition, each director, whether or not an
outside director, shall be entitled to receive from the
Corporation reimbursement for the reasonable expenses incurred
by such person in connection with the performance of such
person's duties as a director.  Nothing contained in this
Section shall preclude any director from serving the
Corporation or any of its subsidiaries in any other capacity
and receiving proper compensation therefor.
ARTICLE IV
Executive and Other Committees
	Section 1.  Executive Committee.  The Board of Directors
may, by resolution adopted by a majority of the entire Board,
designate annually three or more of its members to constitute
members or alternate members of an Executive Committee.  The
Board of Directors may designate one or more directors as
alternate members of the Executive Committee, who may replace
any absent or disqualified member at any meeting of such
committee.  In the absence or disqualification of a member of
the Executive Committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace
the absent or disqualified member, the member or members
thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any absent or
disqualified member.  The Executive Committee shall have and
may exercise, between meetings of the Board, all the powers
and authority of the Board in the management of the business
and affairs of the Corporation, including, if such Committee
is so empowered and authorized by resolution adopted by a
majority of the entire Board, the power and authority to
declare a dividend, to authorize the issuance of stock, to
adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of the State of
Delaware and may authorize the seal of the Corporation to be
affixed to all papers which may require it, except that the
Executive Committee shall not have such power or authority in
reference to:
	(a)	amending the Restated Certificate of Incorporation of
the Corporation;
	(b)	adopting an agreement of merger or consolidation under
Sections 251 or 252 of the General Corporation Law of
the State of Delaware involving the Corporation;
	(c)	recommending to the stockholders the sale, lease or
exchange of all or substantially all of the property
and assets of the Corporation;
	(d)	recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution;
	(e)	adopting, amending or repealing any By-law;
	(f)	filling vacancies on the Board or on any committee of
the Board, including the Executive Committee; or
	(g)	amending or repealing any resolution of the Board which
by its terms may be amended or repealed only by the
Board.
	The Board shall have power at any time to change the
membership of the Executive Committee, to fill all vacancies
in it and to discharge it, either with or without cause.
	Section 2.  Other Committees.  The Board of Directors may,
by resolution adopted by a majority of the entire Board,
designate one or more other committees, each committee to
consist of one or more of the members of this Board and each
of which committee shall have such authority of the Board as
may be specified in the resolution of the Board designating
such committee.  A majority of all the members of such
committee may determine its action and fix the time and place
of its meetings, unless the Board shall otherwise provide.
The Board shall have power at any time to change the
membership of, to fill all vacancies in and to discharge any
such committee, either with or without cause.
	Section 3.  Procedure; Meetings, Quorum.  Regular meetings
of the Executive Committee or any other committee of the Board
of Directors, of which no notice shall be necessary, may be
held at such times and places as shall be fixed by resolution
adopted by a majority of the members thereof.  Special
meetings of the Executive Committee or any other committee of
the Board shall be called at the request of any member
thereof.  Notice of each special meeting of the Executive
Committee or any other committee of the Board shall be sent by
mail, telegraph or telephone, or be delivered personally to
each member thereof not later than the day before the day on
which the meeting is to be held, but notice need not be given
to any member who shall, either before or after the meeting,
submit a signed waiver of such notice or who shall attend such
meeting without protesting, prior to or at its commencement,
the lack of such notice to such member. Any special meeting of
the Executive Committee or any other committee of the Board
shall be a legal meeting without any notice thereof having
been given, if all the members thereof shall be present
thereat.  Notice of any adjourned meeting of any committee of
the Board need not be given.  The Executive Committee or any
other Committee of the Board may adopt such rules and
regulations not inconsistent with the provisions of law, the
Restated Certificate of Incorporation of the Corporation or
these By-laws for the conduct of its meetings as the Executive
Committee or such other committee of the Board may deem
proper.  A majority of the Executive Committee or any other
committee of the Board shall constitute a quorum for the
transaction of business at any meeting, and the vote of a
majority of the members thereof present at any meeting at
which a quorum is present shall be the act of such committee.
The Executive Committee or any other committee of the Board of
Directors shall keep written minutes of its proceedings and
shall report on such proceedings to the Board.


ARTICLE V
Officers
	Section 1.  Number; Term of Office.  The officers of the
Corporation shall be a Chairman of the Board, a President, one
or more Vice-Presidents, one or more of whom may be designated
as Executive, Group or Senior Vice-Presidents, a Treasurer, a
Secretary, a Controller, and such other officers or agents
with such titles and such duties as the Board of Directors may
from time to time determine, each to have such authority,
functions or duties as in these By-laws provided or as the
Board may from time to time determine, and each to hold office
for such term as may be prescribed by the Board and until such
person's successor shall have been chosen and shall quality,
or until such person's death or resignation, or until such
person's removal in the manner hereinafter provided. The
Chairman of the Board shall be elected from among the
directors.  One person may hold the offices and perform the
duties of any two or more of said officers; provided, however,
that no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is
required by law, the Restated Certificate of Incorporation of
the Corporation or these By-laws to be executed, acknowledged
or verified by two or more officers.  The Board may from time
to time authorize any officer to appoint and remove any such
other officers and agents and to prescribe their powers and
duties.
	Section 2.  Removal.  Any officer may be removed, either
with or without cause, by the Board of Directors at any
meeting thereof called for the purpose, or, except in the case
of any officer elected by the Board, by any committee or
superior officer upon whom such power may be conferred by the
Board.
	Section 3.  Resignation.  Any officer may resign at any
time by giving written notice to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the
Corporation.  Such resignation shall take effect at the time
specified therein or, if the time is not specified, upon
receipt thereof; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective.
	Section 4.  Vacancies.  A vacancy in any office because of
death, resignation, removal or any other cause may be filled
for the unexpired portion of the term in the manner prescribed
in these By-laws for election to such office.
	Section 5.  Chairman of the Board.  The Chairman of the
Board shall be the chief executive officer of the Corporation
and as such shall have general supervision and direction of
the business and affairs of the Corporation, subject to the
control of the Board of Directors.  The Chairman of the Board
shall, if present, preside at meetings of the Board of
Directors and, if present, preside at meetings of the
stockholders.
	Section 6.  The President.  The President, if any, shall
be the chief operating officer of the Corporation.  The
President shall perform such other duties as the Board may
from time to time determine.
	Section 7.  Vice-Presidents.  Each Vice-President shall
have such powers and duties as shall be prescribed by the
Chairman of the Board or the Board of Directors.
	Section 8.  Treasurer.  The Treasurer shall perform all
duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to the Treasurer
by the Chairman of the Board or the Board of Directors.
	Section 9.  Secretary.  The Secretary shall see that all
notices required to be given by the Corporation are duly given
and served; the Secretary shall be custodian of the seal of
the Corporation and shall affix the seal or cause it to be
affixed to all certificates of stock of the Corporation
(unless the seal of the Corporation on such certificates shall
be a facsimile, as hereinafter provided) and to all documents,
the execution of which on behalf of the Corporation under its
seal is duly authorized in accordance with the provisions of
these By-laws.  The Secretary shall have charge of the stock
ledger and also of the other books, records and papers of the
Corporation and shall see that the reports, statements and
other documents required by law are properly kept and filed;
and shall in general perform all the duties incident to the
office of Secretary and such other duties as from time to time
may be assigned to such person by the Chairman of the Board or
the Board of Directors.
	Section 10.  Controller.  The Controller shall perform all
of the duties incident to the office of the Controller and
such other duties as may from time to time be assigned to such
person by the Chairman of the Board or the Board of Directors.
	Section 11.  Assistant Treasurers, Secretaries and
Controllers.  The Assistant Treasurers, the Assistant
Secretaries and the Assistant Controllers shall perform such
duties as shall be assigned to them by the Treasurer,
Secretary or Controller, respectively, or by the Chairman of
the Board or the Board of Directors.

ARTICLE VI
Indemnification of Directors, Officers,
Employees and Agents
	Section 1.  Third Party Actions.  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 such
person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director or officer 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
such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such person
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 or her 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
such person reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any
criminal action or proceeding, that such person had reasonable
cause to believe that his or her conduct was unlawful.
	Section 2.  Derivative Actions.  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 such person
is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of such person's
duty to the Corporation unless and only to the extent that the
Court of Chancery of Delaware 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 expenses which the
Court of Chancery of Delaware or such other court shall deem
proper.
	Section 3.  Determination of Indemnification.  Any
indemnification under Section 1 or 2 of the Article VI (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 1 or 2 of
this Article VI.  Such determination shall be made (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 stockholders.
	Section 4.  Right to Indemnification.  Notwithstanding the
other provisions of this Article VI, to the extent that a
director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 or 2 of
this Article VI, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred
by such person in connection therewith.
	Section 5.  Advance of Expenses.  Expenses incurred in
defending or investigating a threatened or pending civil or
criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the
Corporation as authorized in this Article VI.
	Section 6.  Indemnification by a Court.  Notwithstanding
any contrary determination in the specific case under Section
3 of this Article VI, and notwithstanding the absence of any
determination thereunder, any director, officer, employee or
agent may apply to any court of competent jurisdiction in the
State of Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article VI.  The
basis of such indemnification by a court shall be a
determination by such court that indemnification of the
director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of
conduct set forth in Section 1 or 2 of this Article VI, as the
case may be.  Notice of any application for indemnification
pursuant to this Section 6 shall be given to the Corporation
promptly upon the filing of such application.
	Section 7.  Indemnification Not Exclusive.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall not be deemed
exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled
under any law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.  The provisions of this
Article VI shall not be deemed to preclude the indemnification
of any person who is not specified in Sections 1 or 2 of this
Article VI but whom the Corporation has the power or
obligation to indemnify under the provisions of the General
Corporation Law of the State of Delaware, or otherwise.
	Section 8.  Insurance.  The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would
have the power to indemnify such person against such liability
under the provisions of this Article VI.
	Section 9.  Indemnification To Continue.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall, unless otherwise
provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such person.
	Section 10.  Definitions of Certain Terms.  For purposes
of this Article VI, references to "the Corporation" shall
include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or another enterprise, shall
stand in the same position under the provisions of this
Article VI with respect to the resulting or surviving
corporation as such person would have with respect to such
constituent corporation if its separate existence had
continued.
	For purposes of this Article VI, references to "other
enterprises" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on a person
with a respect to an employee benefit plan; references to
"serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and
a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants
and beneficiaries of any 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 Article VI.
ARTICLE VII
Capital Stock
	Section 1.  Certificates for Shares.  Certificates
representing shares of stock of each class of the Corporation,
whenever authorized by the Board of Directors, shall be in
such form as shall be approved by the Board.  The certificates
representing shares of stock of each class shall be signed by,
or in the name of, the Corporation by the Chairman of the
Board, the President or a Vice-President and by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation, and sealed with the seal of the
Corporation, which may be a facsimile thereof.  Any or all
such signatures may be facsimiles if countersigned by a
transfer agent or registrar.  Although any officer, transfer
agent or registrar whose manual or facsimile signature is
affixed to such a certificate ceases to be such officer,
transfer agent or registrar before such certificate has been
issued, it may nevertheless be issued by the Corporation with
the same effect as if such officer, transfer agent or
registrar were still such at the date of its issue.
	The stock ledger and blank share certificates shall be
kept by the Secretary or by a transfer agent or by a registrar
or by any other officer or agent designated by the Board.
	Section 2.  Transfer of Shares.  Transfers of shares of
stock of each class of the Corporation shall be made only on
the books of the Corporation by the holder thereof, or by such
holder's attorney thereunto authorized by a power of attorney
duly executed and filed with the Secretary of the Corporation
or a transfer agent for such stock, if any, and on surrender
of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer
power and the payment of all taxes thereon.  The person in
whose name shares stand on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the
Corporation; provided, however, that whenever any transfer of
shares shall be made for collateral security and not
absolutely, and written notice thereof shall be given to the
Secretary or to such transfer agent, such fact shall be stated
in the entry of the transfer.  No transfer of shares shall be
valid as against the Corporation, its stockholders and
creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided
by law, until it shall have been entered in the stock records
of the Corporation by an entry showing from and to whom
transferred.
	Section 3.  Addresses of Stockholders.  Each stockholder
shall designate to the Secretary or transfer agent of the
Corporation an address at which notices of meetings and all
other corporate notices may be served or mailed to such
person, and, if any stockholder shall fail to designate such
address, corporate notices may be served upon such person by
mail directed to such person at such person's post office
address, if any, as the same appears on the share record books
of the Corporation or at such person's last known post office
address.
	Section 4.  Lost, Destroyed and Mutilated Certificates.
The holder of any share of stock of the Corporation shall
immediately notify the Corporation of any loss, theft,
destruction or mutilation of the certificate therefor; the
Corporation may issue to such holder a new certificate or
certificates for shares, upon the surrender of the mutilated
certificate or, in the case of loss, theft or destruction of
the certificate, upon satisfactory proof of such loss, theft
or destruction; the Board of Directors, or a committee
designated thereby, or the transfer agents and registrars for
the stock, may, in their discretion, require the owner of the
lost, stolen or destroyed certificates, or such person's legal
representative, to give the Corporation a bond in such sum and
with such surety or sureties as they may direct to indemnify
the Corporation and said transfer agents and registrars
against any claim that may be made on account of the alleged
loss, theft or destruction of any such certificate the
issuance of such new certificate.
	Section 5.  Regulations.  The Board of Directors may make
such additional rules and regulations as it may deem expedient
concerning the issue and transfer of certificates representing
shares of stock of each class of the Corporation and may make
such rules and take such action as it may deem expedient
concerning the issue of certificates in lieu of certificates
claimed to have been lost, destroyed, stolen or mutilated.
	Section 6.  Fixing Date for Determination of Stockholders
of Record.  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 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 purpose, except to express
consent to corporate action in writing without a meeting, the
board of directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any
other action.  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.
	In order that the corporation may determine that
stockholders are entitled to consent to corporate action in
writing without a meeting, the board of directors may fix a
record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the
board of directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the
record date is adopted by the board of directors.  Any
stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall,
by written notice to the secretary, request the board of
directors to fix a record date.  The board of directors shall
promptly, but in all events within ten days after the date on
which such a request is received adopt a resolution fixing the
record date.  If no record date has been fixed by the board of
directors within ten days of the date on which such a request
is received, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is
required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by
delivery to its registered office in the State of Delaware,
its principal place of business, or any officer or agent of
the corporation having custody of the book in which
proceedings of stockholders meetings are recorded, to the
attention of the secretary of the corporation.  Delivery shall
be by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the board of
directors and prior action by the board of directors is
required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on
the date on which the board of directors adopts the resolution
taking such prior action.
	In the event of the delivery to the corporation of a
written consent or consents purporting to authorize or take
corporate action and/or related revocations (each such written
consent or related revocation is referred to in this section
as a "Consent"), the secretary of the corporation shall
provide for safekeeping of such Consent and shall immediately
appoint duly qualified and independent inspectors to (i)
conduct promptly such reasonable ministerial review as such
inspectors deem necessary or appropriate for the purpose of
ascertaining the sufficiency and validity of such Consent and
all matters incident thereto, including, without limitation,
whether holders of shares having the requisite voting power to
authorize or take the action specified in the Consent have
given consent, and (ii) deliver to the secretary a written
report regarding the foregoing.  If after such investigation
and report the secretary shall determine that the Consent is
valid, that fact shall be certified on the records of the
corporation kept for the purpose of recording the proceedings
of meetings of stockholders, and the Consent shall be filed in
such records, at which time the Consent shall become effective
as stockholder action.
ARTICLE VIII
Seal
	The Board of Directors shall provide a corporate seal,
which shall be in the form of a circle and shall bear the full
name of the Corporation and such other words or figures as the
Board of Directors may approve and adopt.  The seal may be
used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.

ARTICLE IX
Fiscal Year
	The fiscal year of the Corporation shall end on the last
Saturday in December each year.
ARTICLE X
Waiver of Notice
	Whenever any notice whatsoever is required to be given by
these By-laws, by the Restated Certificate of Incorporation of
the Corporation or by law, the person entitled thereto may,
either before or after the meeting or other matter in respect
of which such notice is to be given, waive such notice in
writing, which writing shall be filed with or entered upon the
records of the meeting or the records kept with respect to
such other matter, as the case may be, and in such event such
notice need not be given to such person and such waiver shall
be deemed equivalent to such notice.
ARTICLE XI
Form of By-law For
Amendment of By-laws


	Section 1.  Amendments.  These By-laws may be altered,
amended or repealed, in whole or in part, or new By-laws may
be adopted by the stockholders or by the Board of Directors,
provided, however, that notice of such alteration, amendment,
repeal or adoption of new By-laws be contained in the notice
of such meeting of stockholders or Board of Directors, as the
case may be.  All such amendments must be approved by either
the holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire Board
of Directors then in office.

	Section 2.  Entire Board of Directors.  As used in this
Article XI and in these By-laws generally, the term "entire
Board of Directors" means the total number of directors (as
determined from time to time by the Board of Directors in
accordance with Section 2 of Article III of these By-laws)
which the Corporation would have if there were no vacancies.

ARTICLE XII
Miscellaneous
	Section 1.  Execution of Documents.  The Board of
Directors or any committee thereof shall designate the
officers, employees and agents of the Corporation who shall
have power to execute and deliver deeds, contracts, mortgages,
bonds, debentures, notes, checks, drafts and other orders for
the payment of money and other documents for and in the name
of the Corporation and may authorize such officers, employees
and agents to delegate such power (including authority to
redelegate) by written instrument to other officers, employees
or agents of the Corporation.  Such delegation may be by
resolution or otherwise and the authority granted shall be
general or confined to specific matters, all as the Board or
any such committee may determine.  In the absence of such
designation referred to in the first sentence of this Section,
the officers of the Corporation shall have such power so
referred to, to the extent incident to the normal performance
of their duties.
	Section 2.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation or otherwise as the Board of
Directors or any committee thereof or any officer of the
Corporation to whom power in that respect shall have been
delegated by the Board or any such committee shall select.
	Section 3.  Checks.  All checks, drafts and other orders
for the payment of money out of the funds of the Corporation,
and all notes or other evidences of indebtedness of the
Corporation, shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by
resolution of the Board of Directors or of any committee
thereof.
	Section 4.  Proxies in Respect of Stock or Other
Securities of Other Corporations.  The Board of Directors or
any committee thereof shall designate the officers of the
Corporation who shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in
the name and on behalf of the Corporation the powers and
rights which the Corporation may have as the holder of stock
or other securities in any other corporation, and to vote or
consent in respect of such stock or securities; such
designated officers may instruct the person or persons so
appointed as to the manner of exercising such powers and
rights; and such designated officers may execute or cause to
be executed in the name and on behalf of the Corporation and
under its corporate seal, or otherwise, such written proxies,
powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise
its said powers and rights; provided, however, that in the
absence of any such designation, the Chairman of the Board
shall exercise the rights of the Corporation hereunder.
	Section 5.  By-laws Subject to Law and Restated
Certificate of Incorporation of the Corporation.  Each
provision of these By-laws is subject to any contrary
provision of the Restated Certificate of Incorporation of the
Corporation or of any applicable law as from time to time in
effect, and to the extent any such provision is inconsistent
therewith, such provision shall be superseded thereby for as
long as and to the extent which it is inconsistent, but for
all other purposes of these By-laws shall continue in full
force and effect.

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