**EXHIBIT
      3.2**

























**BY-LAWS**








**OF**








**THE
      PEOPLES
      GAS LIGHT AND COKE COMPANY**

































**** **AS
        AMENDED
        AND RESTATED:  MAY 17, 2007**





THE
      PEOPLES GAS
      LIGHT AND COKE COMPANY








BY-LAWS










ARTICLE
                I
            -
            OfficesARTICLE
                II
            -
            Meetings
                of
                ShareholdersARTICLE
                III
            -
            Directors
                and
                CommitteesARTICLE
                IV
            -
            OfficersARTICLE
                V
            -
            Indemnification
                of Directors,
              Officers,
                Employees and AgentsARTICLE
                VI
            -
            Certificates
                of Stock and Their
              TransferARTICLE
                VII
            -
            Miscellaneous
                (Contracts)ARTICLE
                VIII
            -
            Amendment
                or
                Repeal of By-Laws










THE
      PEOPLES GAS
      LIGHT AND COKE COMPANY








INDEX


PAGE





A


Acting
                Officer
            11Amendment
                of
                By-Laws
            16Appointment
                of Officers
            7Assistant
                Controller, Duties of
            11Assistant
                General Counsel, Duties of
            11Assistant
                Officer
            11Assistant
                Secretary, Duties of
            11Assistant
                Treasurer, Duties of
            11Assistant
                Vice President, Duties of
            9







B





Board
                of
                Directors
            4







C





Certificates
                of Stock and Their Transfer
            13Chairman
                of
                the Board, Duties of
            7Chief
                Financial Officer, Duties of
            9Committees
            5Controller,
                Duties of
            10Contracts,
                Execution of
            15







D





Directors
                and
                Committees
            4







E





Election
                of
                Directors
            4Election
                of
                Officers
            6Executive
                Vice President, Duties of
            9







F





Fees
                and
                Compensation of Directors
            6





THE
      PEOPLES GAS
      LIGHT AND COKE COMPANY








PAGE




G





General
                Counsel, Duties of
            10





I





Indemnification
                of Directors, Officers, Employees
              and
                Agents
            12







M





MeetingsDirectors
            4Action
                Without Meeting
            6Shareholders
            1







N





Notice
                of
                MeetingsDirectors
            4Shareholders
            2







O





OfficersActing
            11Appointed
            7Assistant
            11Elected
            6Offices,
                Two
                or More Held By One Person
            7







P





President,
                Duties of
            8Presiding
                OfficerBoard
                Meetings
            5Shareholder
                Meetings
            3Proxies
            3





THE
      PEOPLES GAS
      LIGHT AND COKE COMPANY








PAGE




Q





QuorumBoard
            5Shareholders
            2





S





Secretary,
                Duties of
            9Senior
                Vice
                President, Duties of
            9Signatures
                to
                Checks, Drafts, etc.
            15Stock,
                Certificates of and their Transfer
            13







T





Treasurer,
                Duties of
            10







V





Vice
                Chairman, Duties of
            8Vice
                President, Duties of
            9VotingShareholders
            3Stock
                Owned by Company
            16











BY-LAWS


OF


THE
      PEOPLES GAS
      LIGHT AND COKE COMPANY




ARTICLE
      I


Offices




SECTION
      1.1.   Principal
      Office.  The principal office of the Company shall be in the City
      of Chicago, County of Cook and State of Illinois.


SECTION
      1.2.   Other
      Offices.  The Company may also have offices at such other places
      both within and without the State of Illinois as the Board of Directors may
      from
      time to time determine or the business of the Company may require.


ARTICLE
      II


Meetings
      of
      Shareholders




SECTION
      2.1.   Annual
      Meeting.  The annual meeting of the shareholders shall be held at
      such time and on such day as the Board of Directors may designate for the
      purpose of electing directors and for the transaction of such other business
      as
      may come before the meeting.  If the election of directors shall not
      be held on the day herein designated by the Board of Directors for the annual
      meeting, or at any adjournment thereof, the Board of Directors shall cause
      such
      election to be held at a special meeting of the shareholders as soon thereafter
      as convenient.


SECTION
      2.2.   Special
      Meetings.  Except as otherwise prescribed by statute, special
      meetings of the shareholders for any purpose or purposes, may
      be





called
      by the
      Chairman of the Board, the Vice Chairman, the President, a majority of the
      Board
      of Directors or shareholders owning capital stock of the Company having not
      less
      than 20% of the total voting power.  Such request shall state the
      purpose or purposes of the proposed meeting.


SECTION
      2.3.   Place of
      Meetings.  Each meeting of the shareholders for the election of
      directors shall be held at the principal office of the Company in the City
      of
      Chicago, Illinois, unless the Board of Directors shall by resolution designate
      another place as the place of such meeting.  Meetings of shareholders
      for any other purpose may be held at such place, and at such time as shall
      be
      determined by the Chairman of the Board, the Vice Chairman, or the President,
      or
      in their absence, by the Secretary, and stated in the notice of the meeting
      or
      in a duly executed waiver of notice thereof.


SECTION
      2.4.   Notice of
      Meetings.  Written or printed notice stating the place, date and
      hour of each annual or special meeting of the shareholders, and, in the case
      of
      a special meeting, the purpose or purposes for which the meeting is called,
      shall be given not less than 10 or more than 60 days before the date of the
      meeting, except as otherwise provided by statute.  Notice of any
      meeting of the shareholders may be waived by any shareholder.


SECTION
      2.5.   Quorum.  The holders of a majority of the
      shares issued and outstanding and entitled to vote thereat, present in person
      or
      represented by proxy, shall be requisite for, and shall constitute, a quorum
      at
      all meetings of the shareholders of the Company for the transaction of business,
      except as otherwise provided by statute or these by-laws.  If a quorum
      shall not be present or represented at any meeting of the shareholders, the
      shareholders entitled to vote thereat, present in person or


2


represented
      by
      proxy, shall have power to adjourn the meeting from time to time, without notice
      other than announcement at the meeting if the adjournment is for thirty days
      or
      less or unless after the adjournment a new record date is fixed, until a quorum
      shall be present or represented.  At such adjourned meeting, at which
      a quorum shall be present or represented, any business may be transacted which
      might have been transacted at the meeting as originally noticed.


SECTION
      2.6.   Proxies.  At every meeting of the
      shareholders, each shareholder having the right to vote thereat shall be
      entitled to vote in person or by proxy.  Such proxy shall be appointed
      by an instrument in writing subscribed by such shareholder and bearing a date
      not more than eleven months prior to such meeting, unless such proxy provides
      for a longer period, and shall be filed with the Secretary of the Company
      before, or at the time of, the meeting.


SECTION
      2.7.   Voting.  At each meeting of the
      shareholders, each shareholder shall be entitled to one vote for each share
      of
      stock entitled to vote thereat which is registered in the name of such
      shareholder on the books of the Company.  At all elections of
      directors of the Company, the holders of shares of stock of the Company shall
      be
      entitled to cumulative voting.  When a quorum is present at any
      meeting of the shareholders, the vote of the holders of a majority of the shares
      present in person or represented by proxy and entitled to vote at the meeting
      shall be sufficient for the transaction of any business, unless otherwise
      provided by statute or these by-laws.


3


SECTION
      2.8.   Presiding
      Officer. The presiding officer of any meeting of the shareholders shall be
      the Chairman of the Board or, in the case of the absence of the Chairman of
      the
      Board, the Vice Chairman, or in the case of the absence of the Vice Chairman,
      the President.


ARTICLE
      III


Directors
      and
      Committees




SECTION
      3.1.   Number and
      Election.  The business and affairs of the Company shall be
      managed and controlled by a board of directors, eight (8) in
      number.  The directors shall be elected by the shareholders entitled
      to vote at the annual meeting of such shareholders and each director shall
      be
      elected to serve for a term of one (1) year and thereafter until his or her
      successor shall be elected and shall qualify.  The Board of Directors
      may fill one or more vacancies arising between meetings of shareholders by
      reason of an increase in the number of directors or otherwise.


SECTION
      3.2.   Regular
      Meetings.  A regular meeting of the Board of Directors shall be
      held immediately, or as soon as practicable, after the annual meeting of the
      shareholders in each year for the purpose of electing officers and for the
      transaction of such other business as may be deemed necessary, and regular
      meetings of the Board shall be held at such date and time and at such place
      as
      the Board of Directors may from time to time determine.  Not less than
      two days' notice of all regular meetings of the Board, except the meeting to
      be
      held after the annual meeting of shareholders which shall be held without other
      notice than this by-law, shall be given to each director personally or by mail
      or telegram.


4


SECTION
      3.3.   Special
      Meetings.  Special meetings of the Board may be called at any time
      by the Chairman of the Board, the Vice Chairman, the President, or by any two
      directors, by causing the Secretary to mail to each director, not less than
      three days before the time of such meeting, a written notice stating the time
      and place of such meeting.  Notice of any meeting of the Board may be
      waived by any director.


SECTION
      3.4.   Quorum.  At each meeting of the Board of
      Directors, the presence of not less than a majority of the total number of
      directors specified in Section 3.1 hereof shall be necessary and sufficient
      to
      constitute a quorum for the transaction of business, and the act of a majority
      of the directors present at any meeting at which there is a quorum shall be
      the
      act of the Board of Directors, except as may be otherwise specifically provided
      by statute.  If a quorum shall not be present at any meeting of
      directors, the directors present thereat may adjourn the meeting from time
      to
      time, without notice other than announcement at the meeting, until a quorum
      shall be present.  In determining the presence of a quorum at a
      meeting of the directors or a committee thereof for the purpose of authorizing
      a
      contract or transaction between the Company and one or more of its directors,
      or
      between the Company and any other corporation, partnership, association, or
      other organization in which one or more of the directors of this Company are
      directors or officers, or have a financial interest in such other organization,
      such interested directors may be counted in determining a quorum.


SECTION
      3.5.   Presiding
      Officer.  The presiding officer of any meeting of the Board of
      Directors shall be the Chairman of the Board or, in his or her absence,
      the


5


Vice
      Chairman or,
      in his or her absence, the President or, in his or her absence, any other
      director elected chairman of the meeting by vote of a majority of the directors
      present at the meeting.


SECTION
      3.6.   Committees.  The Board may appoint
      committees, standing or special, from time to time from among its own members
      or
      otherwise, and may
      confer such
      powers on such committees as the Board may determine and may revoke such powers
      and terminate the existence of such committees at its pleasure.


SECTION
      3.7.   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 members of the Board or of such committee, as the
      case
      may be, consent thereto in writing and such writing or writings are filed with
      the minutes of the proceedings of the Board or such committee.


SECTION
      3.8.   Fees and
      Compensation of Directors.  Directors shall not receive any stated
      salary for their services as such; but, by resolution of the Board of Directors,
      reasonable fees, with or without expenses of attendance, may be
      allowed.  Members of the Board shall be allowed their reasonable
      traveling expenses when actually engaged in the business of the Company, to
      be
      audited and allowed as in other cases of demands against the
      Company.  Members of standing or special committees may be allowed
      fees and expenses for attending committee meetings.  Nothing herein
      contained shall be construed to preclude any director from serving the Company
      in any other capacity and receiving compensation therefor.


6


ARTICLE
      IV


Officers




SECTION 4.1.  
      Electionof Officers.  There shall be elected by the
      Board of Directors in each year the following officers:  a Chairman of
      the Board; a Vice Chairman; a President; a Chief Financial Officer; such number
      of Senior Vice Presidents, such number of Vice Presidents and such number of
      Assistant Vice Presidents as the Board at the time may decide upon; a Secretary;
      such number of Assistant Secretaries as the Board at the time may decide upon;
      a
      Treasurer; and such number of Assistant Treasurers as the Board at the time
      may
      decide upon.  There may also be elected a General
      Counsel.  There may also be elected such number of Assistant
      General Counsel and such number of Executive Vice Presidents as the Board at
      the
      time may decide upon.  Any two or more offices may be held by one
      person, except that the offices of President and Secretary may not be held
      by
      the same person.  All officers shall hold their respective offices
      during the pleasure of the Board.


SECTION 4.2.  
      Appointmentof Officers.  The Board of Directors, the
      Chairman of the Board, the Vice Chairman, or the President may from time to
      time
      appoint such other officers as may be deemed necessary, including one or more
      Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant
      Secretaries, one or more Assistant Treasurers, a Controller, and one or more
      Assistant Controllers, one or more Assistant General Counsel and such other
      agents and employees of the Company as may be deemed proper.  Such
      officers, agents and employees shall have such authority, perform such duties
      and receive such compensation as the Board of Directors, or, in the case of
      appointments made by the Chairman of the Board, the Vice


7


Chairman,
      or the
      President, as the Chairman of the Board, the Vice Chairman,  or the
      President, may from time to time prescribe and determine.  The Board
      of Directorsmay from time to time authorize any officer to appoint and remove
      agents and employees, to prescribe their powers and duties and to fix their
      compensation therefor.


SECTION
      4.3.   Duties of
      Chairman of the Board.  The Chairman of the Board shall have
      control and direction of the management and affairs of the Company and may
      execute all contracts, deeds, assignments, certificates, bonds or other
      obligations for and on behalf of the Company, and sign certificates of stock
      and
      records of certificates required by law to be signed by the Chairman of the
      Board.  When present, the Chairman of the Board shall preside at all
      meetings of the Board and of the shareholders.


SECTION
      4.4.   Duties of
      Vice Chairman.  The Vice Chairman of the Board shall be the chief
      executive officer of the Company and shall have the authority to exercise all
      of
      the powers of the Chairman of the Board in case of the Chairman of the Board’s
      absence or disability, may execute all contracts, deeds, assignments,
      certificates, bonds or other obligations for and on behalf of the Company,
      and
      shall have other powers and perform such other duties as may be prescribed
      for
      him or her by the Board or be delegated to him or her by the Chairman of the
      Board.


SECTION
      4.5.   Duties of
      President.  Subject to the control and direction of the Chairman
      of the Board, the Vice Chairman, and to the control of the Board, the President
      shall have general management of all the business of the Company, and he or
      she
      shall have such other powers and perform such other duties as may be prescribed
      for him or her by the Board or be delegated to him or her by the Chairman
      of


8


the
      Board or the
      Vice Chairman.  He or she shall possess the same power as the Chairman
      of the Board to sign all certificates, contracts and other instruments of the
      Company.  In case of the absence or disability of the President, or in
      case of his or her death, resignation or removal from office, the powers and
      duties of the President shall devolve upon the Chairman of the Board or in
      his
      or her absence, the Vice Chairman during absence or disability, or until the
      vacancy in the office of President shall be filled.


SECTION
      4.6.   Duties of
      Chief Financial Officer.  The Chief Financial Officer shall be the
      principal financial officer of the Company and shall have general supervision
      over the financial affairs of the Company and such other powers and duties
      as
      are commonly incident to the office of Chief Financial Officer or as may be
      prescribed by the Board, or be delegated to him or her by the Chairman of the
      Board, the Vice Chairman, or by the President.


SECTION
      4.7.   Duties of
      Senior Vice President, Executive Vice President, Vice President, and Assistant
      Vice President.  Each of the Senior Vice Presidents, Executive
      Vice Presidents, Vice Presidents and Assistant Vice Presidents shall have such
      powers and duties as may be prescribed for him or her by the Board, or be
      delegated to him or her by the Chairman of the Board, the Vice Chairman, or
      by
      the President.  Each of such officers shall possess the same power as
      the President to sign all certificates, contracts and other instruments of
      the
      Company.


SECTION
      4.8.   Duties of
      Secretary.  The Secretary shall have the custody and care of the
      corporate seal, records and minute books of the Company.  He or she
      shall attend the meetings of the Board, and of the shareholders, and duly record
      and keep the minutes of the proceedings, and file and take charge of all papers
      and


9


documents
      belonging
      to the general files of the Company, and shall have such other powers and duties
      as are commonly incident to the office of Secretary or as may be prescribed
      for
      him or her by the Board, or be delegated to him or her by the Chairman of the
      Board, the Vice Chairman, or by the President.


SECTION
      4.9.   Duties of
      Treasurer.  The Treasurer shall have charge of, and be responsible
      for, the collection, receipt, custody and disbursement of the funds of the
      Company, and shall deposit its funds in the name of the Company in such banks,
      trust companies or safety deposit vaults as the Board may direct.  He
      or she shall have the custody of the stock record books and such other books
      and
      papers as in the practical business operations of the Company shall naturally
      belong in the office or custody of the Treasurer, or as shall be placed in
      his
      or her custody by the Board, the Chairman of the Board, the Vice Chairman,
      the
      President, or any Vice President, and shall have such other powers and duties
      as
      are commonly incident to the office of Treasurer, or as may be prescribed for
      him or her by the Board, or be delegated to him or her by the Chairman of the
      Board, the Vice Chairman, or by the President.


SECTION
      4.10.   Duties of
      Controller.  The Controller shall have control over all accounting
      records pertaining to moneys, properties, materials and supplies of the
      Company.  He or she shall have charge of the bookkeeping and
      accounting records and functions, the related accounting information systems
      and
      reports and executive supervision of the system of internal accounting controls,
      and such other powers and duties as are commonly incident to the office of
      Controller or as may be prescribed by the Board, or be delegated to him or
      her
      by the Chairman of the Board, the Vice Chairman, or by the
      President.


10


SECTION
      4.11.   Duties of
      General Counsel.  The General Counsel shall have full
      responsibility for all legal advice, counsel and services for the Company and
      its subsidiaries including employment and retaining of attorneys and law firms
      as shall in his or her discretion be necessary or desirable and shall have
      such
      other powers and shall perform such other duties as from time to time may be
      assigned to him or her by the Board, the Chairman of the Board, the Vice
      Chairman, or the President.


SECTION
      4.12.   Duties of
      Assistant Secretary, Assistant Treasurer, Assistant Controller and Assistant
      General Counsel.  The Assistant Secretary, Assistant Treasurer and
      Assistant Controller shall assist the Secretary, Treasurer and Controller,
      respectively, in the performance of the duties assigned to each and shall for
      such purpose have the same powers as his or her principal.  The
      Assistant General Counsel shall assist the General Counsel or any counsel
      providing primary legal services for the Company.  Each
      assistant  officer shall also have such other powers and duties as may
      be prescribed for him or her by the Board, or be delegated to him or her by
      the
      Chairman of the Board, the Vice Chairman, or by the President.


SECTION
      4.13.   Other
      Assistants and Acting Officers****The Board of Directors
      shall have the power to appoint any person to act as assistant to any
      officer,  as agent for the Corporation, in his or her stead, or to
      perform the duties of such officer whenever for any reason it is impracticable
      for such officer to act personally, and such assistant or acting officer or
      other agent so appointed by the Board of Directors or an authorized officer
      shall have the power to perform all the duties of the office to which
      he


11


or
      she is so appointed to be an assistant, or as to which he or she is so appointed
      to act, except as such power may be otherwise defined or restricted by the
      Board
      of Directors.


ARTICLE
      V


Indemnification
      of Directors, Officers, Employees and Agents




SECTION
      5.1.   Indemnification of Directors, Officers and
      Employees.  The Company shall indemnify, to the fullest extent
      permitted under the laws of the State of Illinois and any other applicable
      laws,
      as they now exist or as they may be amended in the future, 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 (including, without limitation, an action by or in the right
      of
      the Company), by reason of the fact that he or she is or was a director, officer
      or employee of the Company, or is or was serving at the request of the Company
      as a director, officer, employee or agent of another corporation, partnership,
      joint venture, trust, employee benefit plan or other enterprise against 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.


SECTION
      5.2.   Advancement
      of Expenses to Directors, Officers and Employees.  Expenses
      incurred by a director, officer or employee in defending a civil or criminal
      action, suit or proceeding shall be paid by the Company in advance of the final
      disposition of such action, suit or proceeding to the fullest extent permitted
      under the laws of the State of Illinois and any other applicable laws, as they
      now exist or as they may be amended in the future.


12


SECTION
      5.3.   Indemnification and Advancement of Expenses to
      Agents.  The board of directors may, by resolution, extend the
      provisions of this Article V regarding indemnification and the advancement
      of
      expenses to 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 by reason
      of
      the fact he or she is or was an agent of the Company or is or was serving at
      the
      request of the Company as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust, employee benefit plan or other
      enterprise.


SECTION
      5.4.   Rights Not
      Exclusive.  The rights provided by or granted under this Article V
      are not exclusive of any other rights to which those seeking indemnification
      or
      advancement of expenses may be entitled.


SECTION
      5.5.   Continuing
      Rights.  The indemnification and advancement of expenses provided
      by or granted under this Article V shall continue as to a person who has ceased
      to be a director, officer, employee or agent and shall inure to the benefit
      of the
      heirs, executors and administrators of that person.


ARTICLE
      VI


Certificates
      of
      Stock and Their Transfer




SECTION
      6.1.   Certificates
      of Stock.  The certificates of stock of the Company shall be in
      such form as may be determined by the Board of Directors, shall be numbered
      and
      shall be entered in the books of the Company as they are issued.  They
      shall exhibit the holder's name and number of shares and shall be signed by
      the
      Chairman of the Board, the Vice Chairman, the President or a Vice President
      and
      also by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
      Secretary


13


and
      shall bear the
      corporate seal or a facsimile thereof.  If a certificate is
      countersigned by a transfer agent or registrar, other than the Company itself
      or
      its employee, any other signature or countersignature on the certificate may
      be
      facsimiles.  In case any officer of the Company, or any officer or
      employee of the transfer agent or registrar, who has signed or whose facsimile
      signature has been placed upon such certificate ceases to be an officer of
      the
      Company, or an officer or employee of the transfer agent or registrar, before
      such certificate is issued, said certificate may be issued with the same effect
      as if the
      officer of the
      Company, or the officer or employee of the transfer agent or registrar, had
      not
      ceased to be such at the date of issue.


SECTION
      6.2.   Transfer of
      Stock.  Upon surrender to the Company of a certificate for shares
      duly endorsed or accompanied by proper evidence of succession, assignment or
      authority to transfer, and upon payment of applicable taxes with respect to
      such
      transfer, it shall be the duty of the Company, subject to such rules and
      regulations as the Board of Directors may from time to time deem advisable
      concerning the transfer and registration of certificates for shares of stock
      of
      the Company, to issue a new certificate to the person entitled thereto, cancel
      the old certificate and record the transaction upon its books.


SECTION
      6.3.   Shareholders
      of Record.  The Company shall be entitled to treat the holder of
      record of any share or shares of stock as the holder in fact thereof and,
      accordingly, shall not be bound to recognize any equitable or other claim to
      or
      interest in such share or shares on the part of any other person, whether or
      not
      it shall have express or other notice thereof, except as otherwise provided
      by
      statute.


14


SECTION
      6.4.   Lost,
      Destroyed or Stolen Certificates.  The Board of Directors, in
      individual cases or by general resolution, may direct a new certificate or
      certificates to be issued by the Company as a replacement for a certificate
      or
      certificates for a like number of shares alleged to have been lost, destroyed
      or
      stolen, upon the making of an affidavit of that fact by the person claiming
      the
      certificate or certificates of stock to be lost, destroyed or
      stolen.  When authorizing such issue of a new certificate or
      certificates, the Board of Directors may, in its discretion and as a condition
      precedent to the issuance thereof, require the owner of such lost, destroyed
      or
      stolen certificate or certificates, or his or her legal representative, to
      give
      the Company a bond in such form and amount as it may direct as indemnity against
      any claim that may be made against the Company with respect to the certificate
      or certificates alleged to have been lost, destroyed or stolen.


ARTICLE
      VII


Miscellaneous




SECTION
      7.1.   Contracts
      and Other Instruments.  All contracts or obligations of the
      Company shall be in writing and shall be signed either by the Chairman of the
      Board, the Vice Chairman, the President, any Executive Vice President, any
      Vice
      President, the Treasurer, or any other officer of the Company, agent, employee
      or attorney-in-fact as may be designated by the Board, the Chairman of the
      Board, the Vice Chairman, or the President pursuant to specific authorizations
      and, the seal of the Company may be attached thereto, duly attested by the
      Secretary or an Assistant Secretary, except contracts entered into in the
      ordinary course of business where the amount involved is less than Five Hundred
      Thousand Dollars


15


($500,000),
      and
      except contracts for the employment of servants or agents, which contracts
      so
      excepted may be entered into by the Chairman of the Board, the Vice Chairman,
      the President, any Executive Vice President, any Vice President, the Treasurer,
      or by such officers, agents, employees or attorneys-in-fact as the Chairman
      of
      the Board, the Vice Chairman, or the President may designate and
      authorize.  Unless the Board shall otherwise determine and direct, all
      checks or drafts and all promissory notes shall be signed by two officers of
      the
      Company.  When prescribed by the Board, bonds, promissory notes, and
      other obligations of the Company may bear the facsimile signature
      of the
      officer who is authorized to sign such instruments and, likewise, may bear
      the
      facsimile signature of the Secretary or an Assistant Secretary.


SECTION
      7.2.   Voting Stock
      Owned by Company.  Any or all shares of stock owned by the Company
      in any other corporation, and any or all voting trust certificates owned by
      the
      Company calling for or representing shares of stock of any other corporation,
      may be voted by the Chairman of the Board, the Vice Chairman, the President,
      any
      Vice President, the Secretary or the Treasurer, either in person or by written
      proxy given to any person in the name of the Company at any meeting of the
      shareholders of such corporation, or at any meeting of voting trust certificate
      holders, upon any question that may be presented at any such
      meeting.  Any such officer, or anyone so representing him or her by
      written proxy, may on behalf of the Company waive any notice of any such meeting
      required by any statute or by-law and consent to the holding of such meeting
      without notice.


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ARTICLE
      VIII


Amendment
      or
      Repeal of By-Laws




These
      by-laws may be added to, amended or
      repealed at any regular or special meeting of the Board by a vote of a majority
      of the membership of the Board.


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