BYLAWS

                               OF

                     INTERGRAPH CORPORATION

              (Amended and Restated May 13, 2004)

                             BYLAWS
                               OF
                     INTERGRAPH CORPORATION

              (Amended and Restated May 13, 2004)

                              INDEX



ARTICLE ONE       OFFICES                                          1
       1.1        REGISTERED AGENT                                 1
       1.2        PRINCIPAL BUSINESS OFFICE                        1

ARTICLE TWO       STOCKHOLDERS MEETINGS                            1
       2.1        ANNUAL MEETING                                   1
       2.2        SPECIAL MEETINGS                                 1
       2.3        PLACE                                            2
       2.4        NOTICE                                           2
       2.5        QUORUM                                           2
       2.6        PROXIES; REQUIRED VOTE                           2
       2.7        PRESIDING OFFICER AND SECRETARY                  2
       2.8        STOCKHOLDER LIST                                 3
       2.9        CONSENT OF STOCKHOLDERS IN LIEU OF MEETING       3
       2.10       NOTICE  OF NOMINATIONS AND OTHER BUSINESS AT
                  ANNUAL MEETINGS                                  5
       2.11       CONDUCT OF BUSINESS                              7
       2.12       INSPECTORS OF ELECTION                           7

ARTICLE THREE     DIRECTORS                                        8
       3.1        MANAGEMENT                                       8
       3.2        NUMBER OF DIRECTORS; QUORUM                      8
       3.3        VACANCIES                                        8
       3.4        ELECTION OF DIRECTORS                            8
       3.5        REMOVAL OF DIRECTORS                             8
       3.6        RESIGNATION                                      8
       3.7        COMPENSATION                                     8

ARTICLE FOUR      COMMITTEES                                       8
       4.1        EXECUTIVE COMMITTEE                              8
       4.2        OTHER COMMITTEES                                 9
       4.3        REMOVAL                                          9

ARTICLE FIVE      MEETINGS OF THE BOARD OF DIRECTORS              10
       5.1        TIME AND PLACE                                  10
       5.2        REGULAR MEETINGS                                10
       5.3        SPECIAL MEETINGS; NOTICE                        10
       5.4        WAIVER OF NOTICE                                10
       5.5        QUORUM                                          10
       5.6        ACTION IN LIEU OF MEETING                       10

ARTICLE SIX       OFFICERS, AGENTS AND EMPLOYEES                  11
       6.1        GENERAL PROVISIONS                              11
       6.2        POWERS AND DUTIES OF THE CHAIRMAN OF  THE
                  BOARD, THE VICE-CHAIRMAN OF THE BOARD AND
                  THE PRESIDENT                                   11
       6.3        POWERS AND DUTIES OF VICE PRESIDENTS            12
       6.4        POWERS AND DUTIES OF THE SECRETARY              12
       6.5        POWERS AND DUTIES OF THE TREASURER              12
       6.6        APPOINTMENT, POWERS AND DUTIES OF ASSISTANT
                  SECRETARIES                                     12
       6.7        APPOINTMENT, POWERS AND DUTIES OF ASSISTANT
                  TREASURERS                                      12
       6.8        DELEGATION OF DUTIES                            13

ARTICLE SEVEN     CAPITAL STOCK                                   13
       7.1        CERTIFICATES                                    13
       7.2        TRANSFER OF SHARES                              14
       7.3        REGISTERED OWNER                                14
       7.4        TRANSFER AGENT AND REGISTRARS                   14
       7.5        LOST CERTIFICATES                               14
       7.6        FRACTIONAL SHARES OR SCRIP                      14

ARTICLE EIGHT     SEAL                                            14
       8.1        CORPORATE SEAL                                  14

ARTICLE NINE      INDEMNIFICATION                                 15
       9.1        THIRD PARTY CLAIMS                              15
       9.2        CORPORATE CLAIMS                                15
       9.3        INDEMNIFICATION OF EXPENSES WHERE SUCCESSFUL    15
       9.4        AUTHORIZATION OF INDEMNIFICATION                16
       9.5        ADVANCEMENT OF EXPENSES                         16
       9.6        NONEXCLUSIVE METHOD OF INDEMNIFICATION          16
       9.7        INSURANCE                                       16

ARTICLE TEN       WAIVERS OF NOTICE                               16
       10.1       WAIVERS OF NOTICE                               16

ARTICLE ELEVEN    EMERGENCY POWERS                                17
       11.1       BYLAWS                                          17
       11.2       LINES OF SUCCESSION                             17
       11.3       HEAD OFFICE                                     17
       11.4       PERIOD OF EFFECTIVENESS                         17
       11.5       NOTICES                                         17
       11.6       OFFICERS AS DIRECTORS PRO TEMPORE               17
       11.7       LIABILITY OF OFFICERS, DIRECTORS AND AGENTS     17

ARTICLE TWELVE    CHECKS, NOTES, DRAFTS, ETC                      18
       12.1       CHECKS NOTES, DRAFTS, ETC                       18

ARTICLE THIRTEEN  AMENDMENTS                                      18
       13.1       AMENDMENTS                                      18



                             BYLAWS
                               OF
                     INTERGRAPH CORPORATION

              (Amended and Restated May 13, 2004)


                           ARTICLE ONE
                             OFFICES

     1.1  Registered Agent. The corporation shall at  all  times
maintain  a  registered office in the State  of  Delaware  and  a
registered  agent  at  that address but may  have  other  offices
located  within or outside the State of Delaware as the Board  of
Directors may determine.

     1.2  Principal Business Office. The corporation shall maintain
its principal place of business in Madison County, Alabama, and
may have other places of business within or without the State of
Alabama as the Board of Directors may determine.

                           ARTICLE TWO
                      STOCKHOLDERS MEETINGS

     2.1  Annual Meeting. The annual meeting shall be held at such
time  and place and on such date as the Directors shall determine
from time to time and as shall be specified in the notice of  the
meeting.

     2.2  Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by law,
may be called only by the Chairman or the Board of Directors
pursuant to a resolution adopted by a majority of the entire Board
of Directors, and may not be called by any other persons.  The Board
of Directors may postpone or reschedule any previously scheduled
special meeting.  Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which Directors
are to be elected pursuant to the corporation's notice of meeting
(a) by or at the direction of the Board of Directors or (b)
provided that the Board of Directors has determined that
Directors shall be elected at such meeting, by any stockholder of
the corporation who is a stockholder of record at the time of
giving of notice provided for in this bylaw, who shall be
entitled to vote at the meeting and who complies with the notice
procedures set forth in Section 2.10(b) of these bylaws.
Nominations by stockholders of persons for election to the Board
of Directors may be made at such a special meeting of
stockholders if the stockholder's notice required by Section
2.10(b) of these bylaws shall be delivered to the Secretary at
the principal executive offices of the corporation not earlier
than the 90th day prior to such special meeting and not later
than the close of business on the later of the 60th day prior to
such special meeting or the 10th day following the day on which
the public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to
be selected at such meeting.  In no event shall the public
announcement of an adjournment or postponement of a special
meeting commence a new time period (or extend any time period)
for the giving of a stockholder's notice as described above.

     2.3  Place. Annual or special meetings of stockholders may be
held within or without the State of Delaware as may be specified
in the notice of meeting.

     2.4  Notice. Notice of annual or special stockholders
meetings stating place, day and hour of the meeting shall be
given not less than ten nor more than sixty days before the date
of the meeting, in accordance with applicable law.  Notice of any
special meeting of stockholders shall state the purpose or
purposes for which the meeting is called.  Notice of a meeting
may be waived in accordance with applicable law before or after
the meeting.  The waiver need not specify the purpose of the
meeting or the business transacted.  Attendance at such meeting
in person or by proxy shall constitute a waiver of notice
thereof, except where such a person attends a meeting for the
express purpose of objecting at the beginning of the meeting
because the meeting is not lawfully called or convened.

     2.5  Quorum. At all meetings of stockholders a majority in
voting power of the outstanding shares of stock shall constitute
a quorum for the transaction of business, except as otherwise
provided by the law of Delaware, by the corporation's Certificate
of Incorporation or these bylaws.  In the absence of a quorum,
the stockholders so present may, by a majority in voting power
thereof, adjourn the meeting from time to time in the manner
provided in the immediately succeeding sentence until a quorum
shall attend.  Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned
meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned
meeting, the corporation may transact any business which might
have been transacted at the original meeting.  If the adjournment
is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     2.6  Proxies; Required Vote. At every meeting of the
stockholders, including meetings of the stockholders for the
election of Directors, any stockholder having the right to vote
shall be entitled to vote in person or by proxy, but no proxy
shall be voted after eleven months from its date, unless said
proxy provides for a longer period.  At all meetings of
stockholders for the election of Directors, a plurality of the
votes cast shall be sufficient to elect.  All other elections and
questions shall, unless otherwise provided by the Corporation's
Certificate of Incorporation, these bylaws, the rules or
regulations of any stock exchange applicable to the corporation,
or applicable law or pursuant to any regulation applicable to the
corporation or its securities, be decided by the affirmative vote
of the holders of a majority in voting power of the shares of
stock of the corporation which are present in person or by proxy
and entitled to vote thereon.

     2.7  Presiding Officer and Secretary. At every meeting of
stockholders, the Chairman of the Board, or in his absence or at
his direction or if there be none, the President, or in his
absence a Vice President, or, if none be present, the appointee of
the presiding officer of the meeting, shall preside.  The
Secretary, or in his absence an Assistant Secretary, or if none be
present, the appointee of the presiding officer of the meeting,
shall act as secretary of the meeting.

     2.8  Stockholder List. The officer or agent having charge of
the stock transfer books of the corporation shall prepare and make
a complete alphabetical list of stockholders entitled to vote
showing the address and share holdings of each stockholder.  Such
a list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, as required by applicable
law.

     2.9  Consent of Stockholders in Lieu of Meeting.

          (a)  Any action required to be taken at any annual  or
special meeting  of stockholders of the corporation, or any action
which may   be   taken  at  any  annual  or  special  meeting  of
the stockholders, may be taken without a  meeting, without  prior
notice  and without a vote, if a consent or consents in  writing,
setting forth the action so taken, shall be signed by the holders
of  outstanding stock having not less than the minimum number  of
votes that would be necessary to authorize or take such action at
a  meeting  at  which all shares entitled to  vote  thereon  were
present  and  voted and shall be delivered to the corporation  by
delivery  to  its  registered office in Delaware,  its  principal
place  of  business,  or an officer or agent of  the  corporation
having  custody of the book in which proceedings of  meetings  of
stockholders  are  recorded.  Delivery made to the  corporation's
registered  office  shall  be made by hand  or  by  certified  or
registered mail, return receipt requested.

          (b)  Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the date the earliest
dated consent is delivered to the corporation, a written consent
or consents signed by a sufficient number of holders to take
action are delivered to the corporation in the manner prescribed
in paragraph (c) of this Section.

          (c)  In order that the corporation may determine the
stockholders 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 (10) 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 stockholder authorize or take corporate action
by 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 (10) 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 (10) 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 in accordance with
applicable law.  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.

          (d)  Within five (5) business days after receipt of the
earliest dated consent delivered to the corporation in the manner
provided in this Section, the corporation shall retain nationally
recognized independent inspectors of elections for the purpose of
performing a ministerial review of the validity of consents and
any revocations thereof.  The cost of retaining inspectors of
election shall be borne by the corporation.

          (e)  At any time that stockholders soliciting consents
in writing to corporate action have a good faith belief that the
requisite number of valid and unrevoked consents to authorize or
take the action specified has been received by them, the consents
shall be delivered by the soliciting stockholders to the corporation's
registered office in the State of Delaware or principal place of
business or to the Secretary of the corporation, together with a
certificate stating their belief that the requisite number of
valid and unrevoked consents has been received as of a specific
date, which date shall be identified in the certificate.  In the
event that delivery is made to the corporation's registered
office in Delaware, such delivery shall be made by hand or by
certified or registered mail, return receipt requested.  Upon
receipt of such consents, the corporation shall cause the
consents to be delivered promptly to the inspectors of election.
The corporation also shall deliver promptly to the inspectors of
election any revocations of consents in its possession, custody
or control as of the time of receipt of the consents.

          (f)  As promptly as practicable after the consents and
revocations are received by them, the inspectors of election
shall issue a preliminary report to the corporation stating:  (i)
the number of shares represented by valid and unrevoked consents;
(ii) the number of shares represented by invalid consents; (iii)
the number of shares represented by invalid revocations; and (iv)
the number of shares entitled to submit consents as of the record
date.  Unless the corporation and the soliciting stockholders
agree to a shorter or longer period, the corporation and the
soliciting stockholders shall have five (5) days to review the
consents and revocations and to advise the inspectors and the
opposing party in writing as to whether they intend to challenge
the preliminary report.  If no timely written notice of an
intention to challenge the preliminary report is received, the
inspectors shall certify the preliminary report (as corrected or
modified by virtue of the detection by the inspectors of clerical
errors) as their final report and deliver it to the corporation.
If the corporation or the soliciting stockholders give timely
written notice of an intention to challenge the preliminary
report, a challenge session shall be scheduled by the inspectors
as promptly as practicable.  A transcript of the challenge
session shall be recorded by a certified court reporter.
Following completion of the challenge session, the inspectors
shall issue as promptly as practicable their final report and
deliver it to the corporation.  A copy of the final report shall
be included in the book in which the proceedings of meetings of
stockholders are recorded.

          (g)  The corporation shall give prompt notice to stockholders
of the results of any consent solicitation or the taking of
corporate action without a meeting by less than unanimous written
consent as may be required by applicable law.

          (h)  This Section shall in no way impair or diminish the
right of any stockholder or Director, or any officer whose title to
office is contested, to contest the validity of any consent or
revocation thereof, or to take any other action with respect
thereto.

     2.10 Notice of Nominations and Other Business at Annual Meetings.

          (a)  Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business  to  be
considered  by the stockholders may be made at an annual  meeting
of  stockholders only (1) pursuant to the corporation's notice of
meeting, (2) by or at the direction of the Board of Directors  or
(3)  by  any stockholder of the corporation who was a stockholder
of record at the time of giving of the notice by the stockholders
provided  for  in this Section, who is entitled to  vote  at  the
meeting and who complied with the notice procedures set forth  in
this Section.

          (b)  For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause
(3) of paragraph (a) of this Section, the stockholder must have
given timely  notice  thereof  in  writing to the Secretary of the
corporation and any such proposed business other than the
nominations of persons for election to the Board of Directors
must constitute a proper matter for stockholder action.  To be
timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation
not less than sixty (60) days nor more than ninety (90) days
prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than thirty (30) days or
delayed by more than sixty (60) days from such anniversary date,
notice by the stockholder to be timely must be so delivered not
earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day
prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first
made.  In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new
time period (or extend any time period) for the giving of a
stockholder's notice as described above.  Such stockholder's
notice shall set forth (1) as to each person whom the stockholder
proposes to nominate for election or reelection as a Director all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regu1ation 14A
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a
Director if elected); (2) as to any other business that the
stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the text of the proposal or business (including the text
of any resolutions proposed for consideration and in the event
that such business includes a proposal to amend the bylaws of the
corporation, the language of the proposed amendment), the reasons
for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (3) as
to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the
name and address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner, (ii) the class
and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such
beneficial owner, (iii) a representation that the stockholder is
a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at
the meeting to propose such business or nomination, and (iv) a
representation whether the stockholder or the beneficial owner,
if any, intends or is part of a group which intends (a) to
deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the corporation's outstanding capital
stock required to approve or adopt the proposal or elect the
nominee and/or (b) otherwise to solicit proxies from stockholders
in support of such proposal or nomination.  The foregoing notice
requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the corporation of his or her intention
to present a proposal at an annual meeting in compliance with
Rule 14a-8 (or any successor thereof) promulgated under the
Exchange Act and such stockholder's proposal has been included in
a proxy statement that has been prepared by the corporation to
solicit proxies for such annual meeting.  The corporation may
require any proposed nominee to furnish such other information as
it may reasonably require to determine the eligibility of such
proposed nominee to serve as a Director of the corporation.

          (c)  Notwithstanding anything in the second sentence of
paragraph (b) of this Section to the contrary, in the event that
the number of Directors to be elected to the Board of Directors of
the corporation is increased and there is no public announcement
naming all of the nominees for Director or specifying the size of
the increased Board of Directors made by the corporation at least
seventy (70) days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this
Section shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it
shall be delivered to the Secretary at the principal executive
offices of the corporation not later than the close of business
on the 10th day following the day on which such public
announcement is first made by the corporation.

          (d)  Only such persons who are nominated in accordance
with the procedures set forth in this Section 2.10 shall be eligible
to serve as Directors and only such business shall be conducted at
an annual meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Section.  The Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance
with the procedures set forth in this Section (including whether
the stockholder or beneficial owner, if any, on whose behalf the
nomination or proposal is made solicited (or is part of a group
which solicited) or did not so solicit, as the case may be,
proxies in support of such stockholder's nominee or proposal in
compliance with such stockholder's representation as required by
this Section) and, if any proposed nomination or business is not
in compliance with these bylaws, to declare that such defective
proposed business or nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section, if the
stockholder (or a qualified representative of the stockholder)
does not appear at the annual or special meeting of stockholders
of the corporation to present a nomination or business, such
nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of
such vote may have been received by the corporation.

          (e)  For purposes of this Section, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or a comparable national news service
or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.

          (f)  Notwithstanding the foregoing provisions of this
Section, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in
this Section. Nothing in this Section shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

     2.11 Conduct of Business.  The  date and time of the opening
and the closing of the polls  for  each  matter  upon  which  the
stockholders  will vote at a meeting shall be  announced  at  the
meeting  by the person presiding over the meeting.  The Board  of
Directors  of the corporation may adopt by resolution such  rules
and regulations for the conduct of the meeting of stockholders as
it  shall  deem  appropriate.  Except to the extent  inconsistent
with  such  rules  and regulations as adopted  by  the  Board  of
Directors, the chairman of any meeting of stockholders shall have
the  right and authority to prescribe such rules, regulations and
procedures  and to do all such acts as, in the judgment  of  such
chairman, are appropriate for the proper conduct of the  meeting.
Such  rules,  regulations or procedures, whether adopted  by  the
Board  of Directors or prescribed by the chairman of the meeting,
may   include,  without  limitation,  the  following:   (i)   the
establishment of an agenda or order of business for the  meeting;
(ii)  rules  and procedures for maintaining order at the  meeting
and  the safety of those present; (iii) limitations on attendance
at  or participation in the meeting to stockholders of record  of
the corporation, their duly authorized and constituted proxies or
such   other  persons  as  the  chairman  of  the  meeting  shall
determine;  (iv) restrictions on entry to the meeting  after  the
time  fixed for the commencement thereof; and (v) limitations  on
the  time  allotted  to  questions or comments  by  participants.
Unless and to the extent determined by the Board of Directors  or
the  chairman of the meeting, meetings of stockholders shall  not
be   required  to  be  held  in  accordance  with  the  rules  of
parliamentary procedure.

     2.12 Inspectors of Election. The corporation may, and shall
if required by law, in advance of any meeting of stockholders,
appoint one or more inspectors of election, who may be employees
of the corporation, to act at the meeting or any adjournment
thereof and to make a written report thereof.  The corporation
may designate one or more persons as alternate inspectors to
replace any inspector who fails to act.  In the event that no
inspector so appointed or designated is able to act at a meeting
of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting.  Each
inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath to execute faithfully the
duties of inspector with strict impartiality and according to the
best of his or her ability.

          The inspector or inspectors so appointed or designated
shall (i) ascertain the number of shares of capital stock of  the
corporation outstanding and the voting power of each such  share,
(ii)  determine  the shares of capital stock of  the  corporation
represented  at  the  meeting and the  validity  of  proxies  and
ballots,  (iii) count all votes and ballots, (iv)  determine  and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors,  and  (v)
certify  their determination of the number of shares  of  capital
stock  of  the  corporation represented at the meeting  and  such
inspectors'  count of all votes and ballots.  Such  certification
and  report  shall  specify  such other  information  as  may  be
required  by  law.  In determining the validity and counting  the
proxies  and ballots cast at any meeting of stockholders  of  the
corporation, the inspectors may consider such information  as  is
permitted by applicable law.  No person who is a candidate for an
office at an election may serve as an inspector at such election.


                          ARTICLE THREE
                            DIRECTORS

     3.1  Management.  Subject to the Certificate of Incorporation,
the  affairs and business of the corporation shall be managed  by
or under the direction of the Board of Directors.

     3.2  Number of Directors; Quorum.  The Board of Directors
shall consist of not less than five and not more than eleven
members, the precise number to be fixed by resolution of the Board
of Directors.  A majority of said Directors shall constitute a
quorum for the transaction of business.  All resolutions adopted
and all business transacted by the Board of Directors shall
require the affirmative vote of a majority of the Directors
present at a meeting at which a quorum is present.

     3.3  Vacancies.  If a vacancy occurs on the Board of Directors,
or if there is a newly created directorship resulting from an
increase in the number of directors, such vacancy or newly
created directorship may be filled only by the affirmative vote
of a majority of the Board of Directors then in office, even
though the directors remaining in office may constitute fewer
than a quorum of the Board of Directors.

     3.4  Election of Directors.  Directors shall be elected
annually, at the annual meeting of stockholders and shall serve
until the next annual meeting of stockholders and until their
successors have been elected and qualified.

     3.5  Removal of Directors.  A director may be removed by the
stockholders only at a meeting called for the purpose of removing
him, and the meeting notice must state that the purpose, or one
of the purposes, of the meeting is the removal of directors.

     3.6  Resignation.  Any Director may resign at any time upon
notice given in writing or by electronic transmission to the
corporation.  A Director who resigns may postpone the
effectiveness of his resignation to a future date or upon the
occurrence of a future event specified in a tender of
resignation.  If no time of effectiveness is specified therein, a
resignation shall be effective upon tender.  Upon a resignation
being tendered, the Board of Directors may, then or thereafter,
elect a successor to take office when the resignation becomes
effective.

     3.7  Compensation. Directors may be allowed such compensation
as may be determined from time to time by resolution of the Board
of Directors.


                          ARTICLE FOUR
                           COMMITTEES

     4.1  Executive Committee.

          (a)  The Board of Directors may designate an Executive
Committee of two or more Directors.  Each member of the Executive
Committee shall  hold  office until his successor is elected and
qualified, or  until his death, resignation or removal, or until
he  or  she shall otherwise cease to be a Director.

          (b)  During the intervals between the meetings of the
Board of Directors, the Executive Committee may, to the fullest
extent permitted by applicable law, exercise all the authority of
the Board of Directors.

          (c)  The Executive Committee shall meet from time to time
on call of the Chairman of the Board or the President or of any two
or more members of the Executive Committee.  Meetings of the
Executive Committee may he held at such place or places, within
or without the State of Delaware as the Executive Committee shall
determine or as may be specified or fixed in the respective
notices or waivers of such meetings.  The Executive Committee may
fix its own rules of procedures, including provision for notice
of its meetings.  It shall keep a record of its proceedings and
shall report these proceedings to the Board of Directors at the
meeting thereof held next after they have been taken.

          (d)  The Executive Committee shall act by majority vote
of its members.

          (e)  Members of the Executive Committee may participate
in committee proceedings by means of conference telephone or other
communications equipment by means of which all persons
participating in the proceedings can hear each other, and such
participation shall constitute presence in person at such
proceedings.

          (f)  The Board of Directors, by resolution adopted in
accordance with paragraph (a) of this section, may designate one or
more Directors as alternate members of the Executive Committee who
may act in the place and stead of any absent member or members at any
meeting of said committee.  In the absence or disqualification of
a member of the Executive Committee, 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 ap
point another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.

     4.2  Other Committees. The Board of Directors may designate one
or  more additional committees,  each committee  to consist of  one
or  more  of  the Directors  of the corporation,  which  shall  have
such name or names and shall, to  the fullest extent   permitted  by
applicable law, have and may exercise such powers of the Board of
Directors as may be determined  from time to time by the Board  of
Directors.   Such committees shall provide for its own  rules  of
procedure,  subject to  the same restrictions thereon as  provided
above   for   the  Executive  Committee.   In  the   absence   or
disqualification  of  a member  of the committee,  the  member  or
members thereof present at any meeting and not disqualified  from
voting, whether or not he or they   constitute a quorum, may  unani-
mously appoint another member of the Board of Directors to act at
the meeting in place of any such absent or disqualified member.

     4.3  Removal. The Board of Directors shall have power at any
time to remove any member of any committee, with or without cause,
and to fill vacancies in and to dissolve any such committee.


                          ARTICLE FIVE
               MEETINGS OF THE BOARD OF DIRECTORS

     5.1  Time and Place. Meetings of the Board of Directors may he
held at any place either within or without the State of Delaware.
Each  newly  elected  Board of Directors shall  meet  immediately
following the close of the annual meeting of stockholders and  at
the  place thereof, or such newly elected Board of Directors  may
hold such meeting at such place and time as shall be fixed by the
consent  given by all the Directors in accordance with applicable
law.   In  any such case, no notice of such meeting to the  newly
elected  Directors  shall  be  necessary  in  order  legally   to
constitute the meeting, provided a quorum be present.

     5.2  Regular Meetings. Regular meetings of the Board of Directors
may  be  held  without  notice  at such  time and place,  within or
without the State of Delaware, as shall be determined by the Board of
Directors from time to time.

     5.3  Special Meetings; Notice.

          (a)  The Board of Directors may hold special meetings either
within or without the State of Delaware.  Special meetings of the
Board  of  Directors may be called by the Chairman, the President
or  a  majority  of  the entire Board of Directors.   Unless  the
Certificate of Incorporation otherwise provides, special meetings
must  be  preceded by at least twenty-four (24) hours' notice  of
the date, time and place of the meeting.


          (b)  Notice of an adjourned meeting need not be given if the
time and place to which the meeting is adjourned are fixed at the
meeting at which the adjournment is taken, and if the period of
adjournment does not exceed one month in any one adjournment.

     5.4  Waiver of Notice. Notice of any meeting may be waived in
accordance  with  applicable law before  or  after  the  meeting.
Attendance  in  person  at any such meeting  shall  constitute  a
waiver  of  notice  thereof except where  a  Director  attends  a
meeting for the express purpose of objecting at the beginning  of
the  meeting  because  the  meeting is  not  lawfully  called  or
convened.

     5.5  Quorum. Unless the Certificate of Incorporation requires a
greater number, a quorum of the Board of Directors consists of a
majority of the total number of Directors.  Directors may
participate in any meeting by means of conference telephone or
other communications equipment whereby all persons participating
in the meeting can hear each other, and participation in a
meeting by means of such communications equipment shall
constitute the presence in person at such meeting.  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 law, the Certificate of
Incorporation or these bylaws.  In the absence of a quorum a
majority of the Directors present at any meeting may adjourn the
meeting from time to time until a quorum is present.  Notice of
any adjournment need only be given by announcement at the meeting
at which the adjournment is taken.

     5.6  Action in Lieu of Meeting. Any action required or permitted
to be taken at any meeting of  the Board  of  Directors or of any
committee thereof may  be taken  without a meeting  if all members
of the  Board of  Directors or of  such  committee,  as  the case may
be, consent thereto in accordance with applicable law.


                           ARTICLE SIX
                 OFFICERS, AGENTS AND EMPLOYEES

     6.1  General Provisions. The officers of the corporation shall
be a President, a Secretary, and a Treasurer, and  may  include  a
Chairman of the Board, a Vice Chairman of the Board, one or  more
Vice  Presidents, one or more Assistant Secretaries, and  one  or
more Assistant Treasurers.  The Chairman of the Board and the Vice
Chairman shall not be officers of the Company, unless otherwise
determined by the Board.  The officers shall be elected by  the
Board of Directors at the first meeting of the Board of Directors
after  the  annual meeting of the stockholders in  each  year  or
shall  be  appointed as provided in these bylaws.  The  Board  of
Directors  may  elect other officers, agents and  employees,  who
shall  have  such  authority and perform such duties  as  may  be
prescribed  by the Board of Directors.  All officers  shall  hold
office until the meeting of the Board of Directors following  the
next  annual meeting of the stockholders after their election  or
appointment and until their successors shall have been elected or
appointed and shall have qualified.  Any two or more offices  may
be  held  by the same person.  Any officer, agent or employee  of
the corporation may be removed by the Board of Directors whenever
in  its  judgment the best interests of the corporation  will  be
served thereby.  Such removal shall be without prejudice to  such
person's contract rights, if any, but the election or appointment
of any person as an officer, agent or employee of the corporation
shall not of itself create contract rights.  The compensation  of
officers, agents, and employees elected by the Board of Directors
shall  be fixed by the Board of Directors, but this power may  be
delegated  to any officer, agent or employee as to persons  under
his direction or control.  The Board of Directors may require any
officer,  agent  or employee to give security  for  the  faithful
performance of his duties.

     6.2  Powers and Duties of the Chairman of the Board, the Vice-
Chairman of the Board and the President. The powers and duties of
the Chairman of the Board, the Vice-Chairman of the Board and the
President, subject to the supervision and control of the Board of
Directors, shall be those usually appertaining to their
respective offices and whatever other powers and duties are
prescribed by these bylaws or by the Board of Directors.

          (a)  The Chairman of the Board shall preside at all meetings
of the Board of Directors and at all meetings of the stockholders.

          (b)  The Vice-Chairman of the Board shall, in the absence
or disability of the Chairman, perform the duties of the Chairman.

          (c)  The President shall, unless otherwise provided by the
Board of Directors, be the chief executive officer of the corporation.
He shall have  general charge  of the  business and affairs of the
corporation and shall keep the Board of Directors fully advised.
He shall  employ  and  discharge  employees and  agents of the
corporation, except such as shall be elected by  the  Board of
Directors, and he may delegate  these powers.  He shall have such
powers and perform such duties as generally pertain to the office
of the president, as well, as such further powers and duties as
may be prescribed by the Board of Directors.  The President may
vote the shares or other securities of any other domestic or
foreign entity of any type or kind which may at any time be owned
by the corporation, may execute any stockholders' or other
consents in respect thereof and may in his discretion delegate
such powers by executing proxies, or otherwise, on behalf of the
corporation.  The Board of Directors, by resolution from time to
time, may confer like powers upon any other person or persons.

     6.3  Powers and Duties of Vice Presidents. Each Vice President
shall  have such powers and perform such duties as the  Board  of
Directors  or the President may prescribe and shall perform  such
other  duties  as  may  be prescribed by these  bylaws.   In  the
absence or inability to act of the President, unless the Board of
Directors  shall  otherwise provide, the Vice President  who  has
served  in  that capacity for the longest time and who  shall  be
present  and  able  to  act, shall perform  all  duties  and  may
exercise any of the powers of the President.  The performance  or
any such duty by a Vice President shall be conclusive evidence of
his power to act.

     6.4  Powers and Duties of the Secretary. The Secretary shall
have charge of the minutes of all proceedings of the stockholders
and of the Board of Directors and shall keep the minutes of all
their meetings at which he is present.  Except as otherwise provided
by these bylaws he shall attend to the giving of all notices to
stockholders and Directors.  He shall have charge of the seal of
the corporation, shall attend to its use on all documents the
execution of which on behalf of the corporation under its seal is
duly authorized and shall attest the same by his signature
whenever required.  He shall have charge of the record of
stockholders of the corporation, of all written requests by
stockholders that notices be mailed to them at an address other
than their address on the record of stockholders, and of such
other books and papers as the Board of Directors may direct.
Subject to the control of the Board of Directors, he shall have
all such powers and duties as generally are incident to the
position of Secretary or as may be assigned to him by the
President or the Board.

     6.5  Powers and Duties of the Treasurer. The Treasurer shall
have charge of all funds and securities of the corporation, shall
endorse the same for deposit or collection when necessary and
deposit the same to the credit of the corporation in such banks
or depositaries as the Board of Directors may authorize.  He may
endorse all commercial documents requiring endorsement for or on
behalf of the corporation and may sign all receipts and all
commercial documents requiring endorsements for or on behalf of
the corporation and may sign all receipts and vouchers for
payments made to the corporation.  He shall have all such powers
and duties as generally are incident to the position of Treasurer
or as may be assigned to him by the President or by the Board of
Directors.

     6.6  Appointment, Powers and Duties of Assistant Secretaries.
Assistant Secretaries may be appointed by the President or
elected by the Board of Directors.  In the absence or inability
of the Secretary to act, any Assistant Secretary may perform all
the duties and exercise all the powers of the Secretary.  The
performance of any such duty shall be conclusive evidence of his
power to act.  An Assistant Secretary shall also perform such
other duties as the Secretary or the Board of Directors may
assign to him.

     6.7  Appointment, Powers and Duties of Assistant Treasurers.
Assistant Treasurers may be appointed by the President or elected
by the Board of Directors.  In the absence or inability of the
Treasurer to act, an Assistant Treasurer may perform all the
duties and exercise all the powers of the Treasurer.  The
performance of any such duty shall be conclusive evidence of his
power to act.  An Assistant Treasurer shall also perform such
other duties as the Treasurer or the Board of Directors may
assign to him.

     6.8  Delegation of Duties. In case of the absence of any
officer of the corporation, or for any other reason that the Board
of Directors may deem sufficient, the Board of Directors (or in the
ease of Assistant Secretaries or Assistant Treasurers only, the
President) may confer for the time being the powers and duties,
or any of them of such officer upon any other officer (provided
that the powers and duties of the President may not be conferred
upon the Secretary, and vice versa), or elect or appoint any new
officer to fill a vacancy created by death, resignation,
retirement or termination of any officer.  In such latter event
such new officer shall serve until the next annual election of
officers.


                          ARTICLE SEVEN
                          CAPITAL STOCK

     7.1  Certificates. The interest of each stockholder shall be
evidenced by a certificate or certificates representing shares of
the  corporation  which shall be in such form  as  the  Board  of
Directors  may from time to time adopt and shall be numbered  and
shall  be  entered in the books of the corporation  as  they  are
issued.   Each  certificate representing shares shall  set  forth
upon the face thereof the following:

          (a)  the name of this corporation;

          (b)  that the corporation is organized under the laws of
the State of Delaware;

          (c)  the name or names of the person or persons to whom
the certificate is issued;

          (d)  the number and class of shares, and the designation
of the series, if any, which the certificate represents; and

          (e)  the par value of each share represented by such
certificate, or a statement that the shares are without par value.

           Each certificate shall be signed by the President or a
Vice  President and the Secretary or an Assistant  Secretary  and
may  be  sealed with the seal of the corporation or  a  facsimile
thereof. If a certificate is countersigned by a transfer agent or
registered by a registrar, other than the corporation  itself  or
an employee of the corporation, the signature of any such officer
of  the  corporation may be a facsimile. In case any  officer  or
officers  who shall have signed, or whose facsimile signature  or
signatures  shall  have  been used on, any  such  certificate  or
certificate  shall cease to be such officer or  officers  of  the
corporation, whether because of death, resignation or  otherwise,
before such certificate or certificates shall have been delivered
by   the  corporation,  such  certificate  or  certificates   may
nevertheless  be delivered as though the person  or  persons  who
signed  such  certificate  or  certificates  or  whose  facsimile
signatures shall have been used thereon had not ceased to be such
officer or officers.

     7.2  Transfer of Shares. Transfers of stock shall be made on
the books  of  the  corporation  only by  the  person  named  in
the certificate,  or  by  power of attorney lawfully  constituted
in writing, and upon surrender of the certificate thereof, or in
the case  of  a  certificate alleged to have  been  lost,  stolen
or destroyed, upon compliance with the provisions of Section 7.5
of these bylaws.

     7.3  Registered Owner. The corporation shall be entitled to
treat the holder of record of any share of stock of the corporation
as the person entitled to vote such share, to receive any dividend
or other distribution with respect to such share, and for all
other purposes and accordingly shall not be bound to recognize
any equitable or other claim or interest in such share on the
part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.

     7.4  Transfer Agent and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars
and may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.

     7.5  Lost Certificates. Any person claiming a certificate of
stock to be lost, stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of Directors
may require and shall, if the Board of Directors so requires,
give the corporation a bond of indemnity in form and amount and
with one or more sureties satisfactory to the Board of Directors,
whereupon an appropriate new certificate may be issued in lieu of
the certificate alleged to have been lost, stolen or destroyed.

     7.6  Fractional Shares or Scrip. The corporation may, when and
if authorized so to do by its Board of Directors, issue certificates
for  fractional shares  or scrip  in  order  to effect share
transfers, share distributions or reclassifications, mergers,
consolidations or reorganizations.  Holders of fractional shares
shall be entitled, in proportion to their fractional holdings, to
exercise voting rights, receive dividends and participate in any
of the assets of the corporation in the event of liquidation.
Holders of scrip shall not, unless expressly authorized by the
Board of Directors, be entitled to exercise any rights of a
stockholder of the corporation, including voting rights, dividend
rights or the right to participate in any assets of the
corporation in the event of liquidation.  In lieu of issuing
fractional shares or scrip, the corporation may pay in cash the
fair value of fractional interest as determined by the Board of
Directors; and the Board of Directors may adopt resolutions
regarding rights with respect to fractional shares or scrip as it
may deem appropriate, including without limitation the right for
persons entitled to receive fractional shares to sell such
fractional shares or purchase such additional fractional shares
as may be needed to acquire one full share, or sell such
fractional shares or scrip for the account of such persons.


                          ARTICLE EIGHT
                              SEAL

     8.1  Corporate Seal.  The corporate seal shall be in such form
as the  Board of Directors may from time to time determine.  In
the event it is  inconvenient to use such a seal at any  time, the
signature of the corporation followed by the word "Seal" enclosed
in  parentheses  or  scroll  shall be  deemed  the  seal  of  the
corporation.


                          ARTICLE NINE
                         INDEMNIFICATION

     9.1  Third Party Claims.  Under the circumstances prescribed in
Sections  9.3 and 9.4, the corporation shall indemnify  and  hold
harmless 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 appeals (other than an action by  or  in
the right of the corporation) by reason of the fact that he is or
was  a  Director, officer, employee or agent of the  corporation,
or,   while  a  Director,  officer,  employee  or  agent  of  the
corporation, is or was serving at the request of the  corporation
as  a  Director, officer, partner, employee, or agent of  another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise,   against  expenses  (including   attorneys'   fees),
judgments,  fines  and  amount paid in  settlement  actually  and
reasonably incurred by him in connection with such claim, action,
suit  or proceeding if he acted in good faith and in a manner  he
reasonably believed to be in or not opposed to the best  interest
of  the  corporation, and with respect to any criminal action  or
proceeding,  had no reasonable cause to believe his  conduct  was
unlawful.   The  termination  of  any  claim,  action,  suit   or
proceeding by judgment, order, settlement, conviction, or upon  a
plea  of nolo contendere or its equivalent, shall not, of itself,
create  a  presumption that the person did not act in good  faith
and  in  a  manner which he reasonably believed to be in  or  not
opposed  to  the  best  interests of the corporation,  and,  with
respect  to  any  criminal action or proceeding,  had  reasonable
cause to believe that his conduct was unlawful.

     9.2  Corporate Claims.  Under the circumstances prescribed in
Sections 9.3 and 9.4, the corporation shall indemnify and hold
harmless any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed claim,
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact he is or was a
Director, officer, employee or agent of the corporation, or,
while a Director, officer, employee or agent of the corporation,
is or was serving at the request of the corporation as a
Director, officer, partner, employee or agent, of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation; except that no indemnification
shall be made in respect to 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 his duty to the
corporation, unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     9.3  Indemnification of Expenses Where Successful.  To the extent
that a present or former Director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense or any action, suit or proceeding referred to in Sections
9.1 and 9.2, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith, notwithstanding that he has not been successful on any
other claim, issue or matter in any such action, suit or
proceeding.

     9.4  Authorization of Indemnification.  Except as provided in
Section 9.3 and except as may be ordered by a court, any
indemnification under Sections 9.1 and 9.2 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 he has
met the applicable standard of conduct set forth in Sections 9.1
and 9.2.  Such a determination shall be made (1) by a majority
vote of the Directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee
of such Directors designated by majority vote of such Directors,
even though less than a quorum, or (3) if there are no such
Directors, or if such Directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.

     9.5  Advancement of Expenses.  Expenses (including attorneys'
fees) incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the corporation as authorized in this Article Nine.

     9.6  Nonexclusive Method of Indemnification.  The indemnification
provided by this Article Nine shall not be deemed exclusive of
any other rights, in respect of indemnification or otherwise, to
which those seeking indemnification may be entitled under the
Certificate of Incorporation, any statute, rule of law,
agreement, bylaw, vote of stockholders or otherwise, both as to
action by a Director, officer, employee or agent in his official
capacity and as to action in another capacity while holding such
office or position, and 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 such a person.

     9.7  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,
partner, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability
under the provisions of this Article Nine.


                           ARTICLE TEN
                        WAIVERS OF NOTICE

     10.1 Waivers of Notice.  Except as otherwise provided in these
bylaws, when any notice whatever is required to be given by  law,
by  the Certificate of Incorporation or by these bylaws, a waiver
thereof,  given by the person entitled to notice, whether  before
or  after the time stated therein, shall be deemed equivalent  to
notice.  In the case of a stockholder, such waiver of notice  may
be given by the stockholder's attorney or duly appointed proxy.



                         ARTICLE ELEVEN
                        EMERGENCY POWERS

     11.1 Bylaws. The Board of Directors may adopt emergency bylaws
that shall, notwithstanding any provision of law, the Certificate
of  Incorporation  or  these  bylaws,  be  operative  during  any
emergency  in  the  conduct of the business  of  the  corporation
resulting from an attack on the United States or on a locality in
which  the corporation conducts its business or customarily holds
meetings of its Board of Directors or its stockholders, or during
any  nuclear or atomic disaster, or during the existence  of  any
catastrophe, or other similar emergency condition, as a result of
which  a quorum of the Board of Directors or a standing committee
thereof  cannot  readily be convened for action.   The  emergency
bylaws may make any provision that may be practical and necessary
for the circumstances of the emergency.

     11.2 Lines of Succession. The Board of Directors, either
before or during any such emergency, may provide, and from time to
time modify, lines of succession in the event that during such an
emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.

     11.3 Head Office. The Board of Directors, either before or
during any such emergency, may, effective in the emergency, change
the head office or designate several alternative head offices or
regional offices, or authorize the officers to do so.

     11.4 Period of Effectiveness. To the extent not inconsistent
with any emergency bylaws so adopted, these bylaws shall remain
in effect during any such emergency and upon its termination the
emergency bylaws shall cease to be operative.

     11.5 Notices. Unless otherwise provided in emergency bylaws,
notice of any meeting of the Board of Directors during any such
emergency may be given only to such of the Directors as it may be
feasible to reach at the time, and by such means as may be
feasible at the time, including publication, radio or television.

     11.6 Officers as Directors Pro Tempore. To the extent required
to constitute a quorum at any meeting of the Board of Directors
during any such emergency, the officers of the corporation who
are present shall, unless otherwise provided in emergency bylaws,
be deemed, in order of rank and within the same rank in order of
seniority, Directors for such meeting, provided, that the
emergency bylaws may declare that the Director or Directors in
attendance at a meeting shall constitute a quorum.

     11.7 Liability of Officers, Directors and Agents. No officer,
Director, agent or employee acting in accordance with any
emergency bylaws shall be liable except for willful misconduct.


                         ARTICLE TWELVE
                   CHECKS, NOTES, DRAFTS, ETC.

     12.1 Checks  Notes,  Drafts, etc.  Checks,  notes,  drafts,
acceptances,  bills of exchange and other orders  or  obligations
for  the  payment  of money shall be signed by  such  officer  or
officers  or  person  or  persons as the Board  of  Directors  by
resolution shall from time to time designate.



                        ARTICLE THIRTEEN
                           AMENDMENTS

     13.1 Amendments.  The bylaws of the corporation may be altered
or amended and new bylaws may be adopted by the stockholders at
any annual or special meeting of the stockholders or by the Board
of Directors  at  any regular or special meeting  of  the  Board  of
Directors; provided, however, that,  if  such action is to be taken
at a meeting of the stockholders,  notice of the  general nature of
the proposed change  in  the bylaws shall  be given in the notice of
meeting.  Action by the stockholders with respect to bylaws shall
be  taken by an affirmative vote of a  majority in voting power of
all  shares entitled to elect Directors,  and action by the  Board
of  Directors  with  respect  to bylaws   shall  be  taken  by  an
affirmative  vote  of  a majority of all  Directors  then  holding
office.