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                                                   Exhibit 3 b
          AMENDED AND RESTATED AS OF APRIL 17, 1991

                          BYLAWS
                            OF

                          FINA, Inc.
                 (a Delaware Corporation)

                           --------

                        ARTICLE I.

                         Offices.

     Section 1.  Principal office in Delaware.  The principal 
registered office of Fina, Inc. (hereinafter called the 
Corporation), in the State of Delaware shall be in the City of 
Wilmington, and the registered agent in charge thereof shall 
be The Corporation Trust Company.

     Section 2.  Other Offices.   The Corporation may have a 
principal or other office or offices at such other place or 
places, either within or without the State of Delaware, as the 
Board of Directors may from time to time determine or as shall 
be necessary or appropriate for the conduct of the business of 
the Corporation.

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                         ARTICLE II.

                 Meeting of Stockholders.

     Section 1.  Place of Meeting.  All meetings of stock
holders shall be held at the head office of the Corporation 
or at such place or places as may from time to time be fixed 
by the Board of Directors, or as shall be specified in the 
respective notices or waivers of notice thereof.

     Section 2.  Annual Meetings.  The annual meeting of 
stockholders for the election of directors and the transaction 
of other business shall be held on the first Wednesday of 
April immediately following the tenth day of such month in 
each year.  If this date shall fall upon a legal holiday, the 
meeting shall be held on the next succeeding business day.  At 
each annual meeting, the stockholders entitled to vote shall 
elect a Board of Directors and they may transact such other 
corporate business as shall be stated in the notice of the 
meeting.

     Section 3.  Special Meetings.  A special meeting of the 
stockholders, or any class thereof entitled to vote, for any 
purpose or purposes, may be called at any time by the Chairman 
of the Board or the Vice Chairman of the  Board or the 
President or by order of the Board of Directors and shall be 
called by the Chairman of the Board or the Vice Chairman of 
the Board or the President or the Secretary upon the written 
request of stockholders holding of record at least a majority 




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of the outstanding shares of stock of the Corporation entitled 
to vote at such meeting.

     Section 4.  Notice of Meetings.  Except as otherwise 
expressly required by law, notice of each meeting of stock holders,
whether annual or special,  shall be given at least 
ten days before the date on which the meeting is to be held, 
to each stockholder of record entitled to vote thereat by 
delivering a notice thereof to him personally, or by mailing 
such notice in a postage prepaid envelope directed to him at 
his address as it appears on the stock ledger of the 
Corporation, unless he shall have filed with the Secretary of 
the Corporation a written request that notices intended for 
him be directed to another address,  in which case such notice 
shall be directed to him at the address designated in such 
request.  Every notice of a special meeting of the 
stockholders, besides stating the time and place of the 
meeting, shall state briefly the objects or purposes thereof.  
Notice of any meeting of stockholders shall not be required to 
be given to any stockholder who shall attend such meeting in 
person or by proxy; and, if any stockholder shall, in person 
or by attorney thereunto authorized, in writing or by 
telegraph, cable or wireless, waive notice of any meeting of 
the stockholders, whether prior to or after such meeting,
notice thereof need not be given to him.  Notice of any 
adjourned meeting of the stockholders shall not be  required 
to be given, except where expressly required by law.  No 




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business other than that stated in the notice shall be 
transacted at any meeting without unanimous consent of all the 
stockholders entitled to vote thereat.

     Section 5.  List of Stockholders.  It shall be the duty 
of the Secretary or other officer of the Corporation who shall 
have charge of the stock ledger to prepare and make, at least 
ten days before every election of directors, a complete list 
of the stockholders entitled to vote thereat, arranged in 
alphabetical order.  Such list shall be open for ten days as 
specified in the Notice of the meeting, or, if not so 
specified at the place where said election is to be held to 
the examination of any stockholder and shall be produced and 
kept at the time and  place of the election during the whole 
time thereof and subject to the inspection of any stockholder 
who may be present.   The original or a duplicate stock ledger 
shall be the only evidence as to who are the stockholders 
entitled to examine such list or the books of the Corporation 
or to vote in person or by proxy at such election.

     Section 6.  Quorum.  At each meeting of the stockholders, 
the holders of record of 25% of the issued and outstanding 
stock of the Corporation entitled to vote at
such meeting, present in person or by proxy, shall constitute 
a quorum for the transaction of business,  except where 
otherwise provided by law, the Certificate of Incorporation 
or these Bylaws.  In the event that any business to be 




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transacted at such meeting requires the affirmative vote of 
any class of stock of the Corporation, 25% of the issued and 
outstanding stock of such class, present in person or by 
proxy, shall constitute a quorum for the transaction of such 
business, except where otherwise provided by law, the 
Certificate of Incorporation or these Bylaws.  In the absence 
of a quorum, any officer entitled to preside at, or act as 
Secretary of, such meeting, shall have the power to adjourn 
the meeting from time to time until a quorum shall be 
constituted.   At any such adjourned meeting at which a quorum 
shall be present any business may be transacted which might 
have been transacted at the meeting as originally called, 
but only those stockholders entitled to vote at the meeting as 
originally noticed shall be entitled to vote at any 
adjournment or adjournments thereof.

     Section 7.  Voting.  At every meeting of stockholders 
each holder of record of the issued and outstanding stock of 
the Corporation entitled to vote at such meeting shall be 
entitled to one vote in person or by proxy for each  such 
share of stock entitled to vote held by such stockholder, 
but no proxy shall be voted after three years from its date, 
unless the proxy provides for a longer period and, except 
where the transfer books of the Corporation shall have been 
closed or a date shall have been fixed as the record date for 
the determination of stockholders entitled to vote, no share 
of stock shall be voted on at any election for directors which 




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shall have been transferred on the books of the Corporation 
within twenty days next preceding such election of directors.  
Shares of its own capital stock belonging to the Corporation 
directly or indirectly shall not be voted upon directly or 
indirectly.  At all meetings of the stockholders, quorum being 
present, all matters shall be decided by a majority vote of 
the shares of stock entitled to vote held by stockholders 
present in person or by proxy,  except as otherwise required 
by the laws of the State of Delaware and except  as otherwise 
specified in the Certificate of Incorporation of the 
Corporation.  Unless demanded by a stockholder of the 
Corporation present in person or by proxy at any meeting of 
the stockholders and entitled to vote thereat or so directed 
by the Chairman of the meeting or required by the laws of the 
State of Delaware, the vote thereat on any question need not 
be by ballot.  On a vote by ballot, each ballot shall be 
signed by the stockholder voting,  or in his name by his 
proxy, if there be such proxy, and shall state the number of 
shares voted by him.   Whenever the vote of stockholders at a 
meeting thereof is required or permitted to be taken in 
connection with any corporate action by any provisions of the 
laws of the State of Delaware or of the Certificate of 
Incorporation or of  these Bylaws, the meeting and vote of 
stockholders may be dispensed with,  if a majority of the stockholders 
who would have been entitled to vote upon the action if such 




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meeting were held, shall consent in writing to such corporate 
action being taken.

                         ARTICLE III.

                     Board of Directors.

     Section 1.  General Powers.  The property, business and 
affairs of the Corporation shall be managed by the Board of 
Directors.

     Section 2.  Number and Term of Office.  The number of 
directors shall be fixed from time to time by resolution  of 
the Board of Directors, but such number may not be more than 
fifteen nor less than five.  Directors need not be 
stockholders.  Each director shall hold office until the 
annual meeting of the stockholders next following his election 
and until his successor shall have been elected and shall 
qualify,  or until his death, resignation, or removal.

     Section 3.  Quorum and Manner of Acting.  Unless 
otherwise provided by law,  the presence of one-third of the 
whole Board of Directors,  and in any case not less than three 
directors, shall be necessary to constitute a quorum for the 
transaction of business.  In the absence of a quorum, a 
majority of the directors present may adjourn the meeting from 
time to time until a quorum shall be present.  Notice of any 
adjourned meeting need not be given.  At all meetings of 
directors, a quorum being present, all matters shall be 
decided by the affirmative vote of a majority of the directors 
present, except as otherwise required by the laws of the State 




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of Delaware.

     Section 4.  Place of Meetings, etc.  The Board of 
Directors may hold its meetings and keep the books and records 
of the Corporation, at such place or places within or without 
the State of Delaware, as the Board may from time to time 
determine.

     Section 5.  Annual Meeting.  After each annual meeting 
of stockholders for the election of directors, the Board of 
Directors shall meet for the purpose of organization,  the 
election of officers and the transaction of other business.  
Notice of such meeting shall be given as hereinafter provided 
for special meetings of the Board of Directors in Article III, 
Section 7.(b) of these Bylaws or in a consent and waiver of 
notice thereof signed by all  the directors.

     Section 6.  Regular Meetings.   Regular meetings of the 
Board of Directors may be held at such time and place, within 
or without the State of Delaware,  as shall from time to time 
be determined by the Board of Directors.  After there has been 
such determination and notice thereof has been once given to 
each member of the Board of Directors, regular meetings may 
be held without further notice being given.

     Section 7.  Special Meetings; Notice.  (a) Special 
meetings of the Board of Directors shall be held whenever 
called by the Chairman of the Board or the Vice Chairman  of 
the Board or the President or by a majority of the directors.   




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(b) Notice of each such meeting shall be mailed to each 
director, addressed to him at his residence or usual place of 
business, at least ten days before the date on which the 
meeting is to be held, or shall be sent to him at each place 
by telegraph, cable, radio or wireless, or be delivered 
personally or by telephone,  not later than the day before the 
day on which such meeting is to be held.  Each such notice 
shall state the time and place of the meeting but need not 
state the purposes thereof except as otherwise required by 
these Bylaws, the Certificate of Incorporation or the laws of 
the State of Delaware.  In lieu of the notice to be given as 
set forth above, a waiver thereof in writing, signed by the 
director or directors entitled to said notice, whether before 
or after the time stated therein, shall be deemed equivalent 
thereto for purposes of this Section 7.  No notice to or 
waiver by any director with respect to any Special Meeting 
shall be required if such director shall be present at  said 
meeting.

     Section 8.  Resignation.  Any director of the Corporation 
may resign at any time by giving written notice to  the 
Chairman of the Board, or the Secretary of the Corporation.  
The resignation of any director shall take effect upon receipt 
of notice thereof or at such later time as shall be specified 
in such notice; and, unless otherwise specified therein,  the 
acceptance of such resignation shall not be necessary to make 
it effective.




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     Section 9.  Removal.  Any elected director may be removed 
at any time as provided in the Certificate of Incorporation of 
the Corporation.

     Section 1O.  Vacancies.  Vacancies and newly created 
directorships resulting from any increase in the authorized 
number of directors shall be filled as provided in  the 
Certificate of Incorporation of the Corporation.

     Section 11.  Compensation of Directors.  The directors 
shall be entitled to be reimbursed for any expenses paid by 
them on account of attendance at any regular or special 
meeting of the Board of Directors, and the Board may provide 
that the Corporation shall pay each director such compensation 
for his services as such as may be fixed by resolution of the 
Board.   Nothing herein contained shall be construed to 
preclude any director from serving the Corporation or any 
subsidiary thereof in any other capacity and receiving 
compensation therefor.

     Section 12.  Committees.  The Board of Directors may, by 
resolution passed by a majority of the whole Board, designate 
one or more committees,  each committee to consist of two or 
more directors of the Corporation, which to the extent 
provided in the resolution or in the Bylaws, shall have and 
may exercise such powers of the Board in  the management of 
the business and affairs of the Corporation (including the 
power to authorize the seal of the Corporation to be affixed 




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to all papers which may require it), as the Board may by 
resolution determine and specify in the respective resolutions 
appointing them, subject to such restrictions as may be 
contained in the Certificate  of Incorporation.  Such 
committee or committees shall have such name or names as may 
be determined from time to time by resolution adopted by the 
Board of Directors.   The committees shall keep regular 
minutes of their proceedings and report the same to the Board 
when required.   A majority of all the members of any such 
committee may fix its rules of procedure, determine its action 
and fix the time and place, whether within or without the 
State of Delaware, of its meetings and specify what notice 
thereof, if any,  shall be given, unless the Board of 
Directors shall otherwise by resolution provide.  The Board of 
Directors shall have power to change the membership of any 
such committee at any time, to fill vacancies therein and to 
discharge any such committee, either with or without cause, at 
any time.  Each member of any such committee shall be paid 
such fee, if any, as shall be fixed by the Board of Directors 
for each meeting of such committee  which he shall attend and,  
in addition, such transportation and other expenses actually 
incurred by him in going to the meeting of such committee and 
returning therefrom.

                       ARTICLE IV.

                        Officers.

     Section 1.  Number.  The principal officers of the 




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Corporation shall be a Chairman of the Board, a Vice Chairman, 
a President, an Executive Vice President, one or more Vice 
Presidents, a Chief Financial Officer, a Treasurer, and a 
Secretary.   The Corporation may also have, at the discretion 
of the Board of Directors, such other officers as may be 
appointed in accordance with the provisions of these Bylaws.  
None of the officers, except the Chairman of the Board, the 
Vice Chairman of the Board and the President, need be 
directors.  One person may hold the offices and perform the 
duties of any two or more of said offices.

     Section 2.  Election and Term of Office.  The principal 
officers of the Corporation shall be chosen annually by the 
Board of Directors at the annual meeting thereof.  At such 
meeting, or in the event of the resignation or removal of a 
designated officer, the Board of Directors shall designate the 
Chairman of the Board or the Vice Chairman of the Board or the 
President as the Chief Executive Officer and they may 
designate any other officer as the Chief Operating Officer.  
In the event the Board of Directors shall fail to designate an 
officer as Chief Operating Officer, such duties will be 
performed by the Chief Executive Officer.  Each such officer 
shall hold office until his successor shall have been duly 
chosen and shall qualify, or until his death or until he shall 
resign or shall have been removed in the manner herein 




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provided.

     Section 3.   Subordinate Officers.   In addition to the 
principal officers enumerated in Section 1 of this Article IV, 
the Corporation may have one or more Assistant Treasurers,  
one or more Assistant Secretaries and such other officers, 
agents and employees as the Board of Directors may deem 
necessary, each of whom shall hold office for such period, 
have such authority, and perform such duties as the Board of 
the Directors or the President may from time to time 
determine.  The Board of Directors may delegate to any 
principal officer the power to appoint and to remove any such 
subordinate officers, agents or employees.

     Section 4.  Removal.  Any officer may be removed, either 
with or without cause, at any time, by resolutions adopted by 
the Board of Directors at any regular meeting  of the Board or 
at any special meeting of the Board called for the purpose at 
which a quorum is present.

     Section 5.  Resignations.  Any officer may resign at any 
time by giving written notice to the Board of Directors or 
to the President or to the Secretary.  Any such resignation 
shall take effect upon receipt of such notice or at any later 
time specified therein; and, unless otherwise specified 
therein, the acceptance of such resignation shall not be 
necessary to make it effective.

     Section 6.  Vacancies.   A vacancy in any office may be 
filled for the unexpired portion of the term in the manner 




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prescribed in these Bylaws for election or appointment to such 
office for such term.

     Section 7.  Chairman of the Board.  The Chairman of the 
Board shall have the power to call  special meetings  of the 
stockholders and the Board of Directors of the Corporation for 
any purpose or purposes,  in accordance with the provisions of 
the Certificate of Incorporation  and these Bylaws.   He shall 
preside at all meetings of  the stockholders and the Board of 
Directors unless he  shall be absent or incapacitated or 
unless he shall designate the Vice Chairman to preside in his 
stead at a particular meeting.  The Chairman of the Board 
shall possess the same power as the President to execute and 
deliver all certificates, contracts and other instruments of 
the Corporation.  During the absence or disability of the 
President, he shall exercise all the powers and discharge all 
the duties of the President.  He shall perform such other 
duties which may be assigned to him by the  Board of 
Directors.

     Section 8.  Vice Chairman of the Board.  The Vice 
Chairman of the Board shall have the power to call   Special 
Meetings of the Stockholders and of the Board of Directors of 
the Corporation for any purpose or purposes, in accordance 
with the provisions of the Certificate of Incorporation and 
these Bylaws.  In the absence of the Chairman of the Board, he 
shall preside at all meetings   of the stockholders and the 




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Board of Directors, unless he shall be absent or incapacitated 
or unless he shall, at  his option, designate the President 
or, in the absence or incapacity of the President, another 
officer of the Corporation to preside in his stead at a 
particular meeting.  The Vice Chairman shall possess the same 
power as  the President to execute and deliver all 
certificates, contracts and other instruments of the 
Corporation.   During the absence or disability of the 
Chairman of the Board and the President, he shall exercise all 
the powers and discharge all the duties of the President.  He 
shall perform such other duties which may be assigned to him 
by the Board of Directors.

     Section 9.  President.  The President shall have general 
supervision of the affairs of the Corporation, subject to the 
control of the Board of Directors.  In the event the offices 
of Chairman of the Board and Vice Chairman of the Board are 
vacant, or in the absence or incapacity of the Chairman of the 
Board and the Vice Chairman of the Board, the President shall 
assume all the duties, responsibilities, powers and authority 
of the Chairman of the Board and the Vice Chairman of the 
Board. He may enter into any contract or execute and deliver 
any instrument in the name and on behalf of the Corporation, 
except in cases in which the authority to enter into such 
contract or execute and deliver such instrument, as the case 
may be, shall be otherwise expressly delegated.  In general, 
he shall perform all duties and exercise all




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powers incident to the office of President, as herein defined, 
and all such other duties as from time to time  may be 
assigned to him by the Board of Directors.  He  shall have the 
power to call special meetings of the stockholders and of the 
Board of Directors of the Corporation for any purpose or 
purposes, in accordance  with the provisions of the 
Certificate of Incorporation  and these Bylaws.

     Section 10.  Executive Vice President.  The Executive 
Vice President shall serve as chief executive assistant to the 
President. The Executive Vice President shall assume such 
duties and exercise such powers as the Board of Directors or 
the President shall from time to  time delegate to him, and 
shall at all times actively supervise and carry out the 
executive functions and activities devolving upon the office 
of Executive Vice President, subject to the guidance, 
direction and  authority of, the President.  In the absence or 
incapacity of the Chairman of the Board, the Vice Chairman of 
the Board and the President, he shall assume all duties, 
responsibilities, powers and authority of the President. The 
Executive Vice President may enter into any contract  or 
execute and deliver any instrument in the name and on behalf 
of the Corporation, except in cases where the authority to 
enter into such contract or execute and deliver such 
instrument, as the case may be, shall be otherwise delegated.

     Section 11.  Vice Presidents.  The Vice Presidents   in 




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the order of their seniority, unless otherwise determined by 
the Board of Directors, shall, in the absence or disability of 
the Chairman of the Board, the Vice   Chairman of the Board, 
the President, and the Executive Vice President, perform the 
duties and exercise the powers of the Chairman of the Board, 
the President and the Executive Vice President. Any Vice 
President may enter into any contract or execute and deliver 
any instrument in the name and on behalf of the Corporation, 
except in cases where the authority to enter into such 
contract or execute and deliver such instrument, as the case 
may be, shall be otherwise delegated.  They shall perform such 
other duties and have such other powers as the President or 
the Board of Directors may from time to time prescribe.

     Section 12.  Chief Financial Officer.  The Chief 
Financial Officer shall be responsible for the Company's 
overall financial planning, supervising of the treasury 
function, relations with banks and financial community,  and 
procuring financings for operations and acquisitions; and, in 
general, shall perform such other duties as from time to time 
may be assigned to him by the President or  the Board of 
Directors.

     Section 13.  Treasurer.  The Treasurer shall report  to 
the Chief Financial Officer and shall have charge and custody 
of, and be responsible for, all funds and securities of the 
Corporation and shall deposit all such funds  in the name of 
the Corporation in such banks or other depositories as shall 




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be selected by the Board of Directors.  He shall exhibit at 
all reasonable time his books  of account and records to any 
of the directors of the Corporation upon application during 
business hours at the office of the Corporation where such 
books and records shall be kept; when requested by the Board 
of Directors, shall render a statement of the condition of the 
finances of the Corporation at any meeting of the Board or at 
the annual meeting of stockholders; shall receive, and give 
receipt for, moneys due and payable to the Corporation  from 
any source whatsoever; and, in general, shall perform all 
the duties incident to the office of Treasurer  and such other 
duties as from time to time may be   assigned to him by the 
President or the Board of Directors.  The Treasurer shall 
give such bond, if any, for   the faithful discharge of his 
duties as the Board of Directors may require.

     Section 14.  Secretary.  The Secretary, if present, shall 
act as secretary at all meetings of the Board of Directors and 
of the stockholders and keep the minutes thereof in a book or 
books to be provided for that  purpose; shall see that all notices 
required to be given  by the Corporation are duly given and served; 
shall have charge of the stock records of the Corporation; shall 
see that all reports, statements and other documents required by 
law are properly kept and filed; and in general, shall perform all 
the duties incident to the office of Secretary and such other 




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duties as from time to time may be assigned to him by the 
President or the Board of  Directors.

     Section 15.  Salaries.  The salaries of the principal 
officers shall be fixed from time to time by the Board of 
Directors, and the salaries of any other   officers may be 
fixed by the President.

                        ARTICLE V.

                Shares and Their Transfer.

     Section 1.  Certificate for Stock.  Every stockholder 
of the Corporation shall be entitled to a certificate or 
certificates, to be in such form as the Board of Directors 
shall prescribe, certifying the number and   class of shares 
of the capital stock of the Corporation owned by him.  The 
designations, preferences and relative, participating, 
optional or other special rights of each class and the 
qualifications, limitations or restrictions of such 
preferences or rights shall be set forth in full or summarized 
on the face or back of the certificate which the Corporation 
shall issue to represent such class of stock.

     Section 2.  Stock Certificate Signature.  The certi-
ficates for the respective classes of such stock shall be 
numbered in the order in which they shall be issued and shall 
be signed by the Chairman of the Board, the Vice Chairman of 
the Board, the President, the Executive Vice President or any 
Vice President and the Treasurer or an Assistant Treasurer, or 




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the Secretary or an Assistant Secretary of the Corporation and 
its seal shall be   affixed thereto; provided, however, that, 
where such certificate is signed (1) by a transfer agent or an 
assistant transfer agent or (2) by a transfer clerk   acting 
on behalf of the Corporation and a registrar, if  the Board of 
Directors shall by resolution so authorize, the signature of 
such Chairman of the Board, Vice   Chairman of the Board, 
President, Executive Vice  President, Vice President, 
Treasurer, Secretary,   Assistant Treasurer or Assistant 
Secretary and the seal   of the Corporation may be facsimile.  
In case any officer or officers of the Corporation who shall 
have signed, or whose facsimile signature or signatures shall 
have been used on, any such certificate or certificates shall 
cease to be such officer or officers, whether by reason of  
death, resignation or otherwise, before such certificate  or 
certificates shall have been delivered by the Corporation, 
such certificate or certificates may nevertheless be adopted 
by the Corporation and be issued and delivered as though the 
person or persons who signed such certificate or certificates, 
or whose facsimile signature or signatures shall have been 
affixed thereto, had not ceased to be such officer or 
officers.

     Section 3.  Stock Ledger.  A record shall be kept by the 
Secretary, transfer agent or by any other officer, employee or 
agent designated by the Board of Directors of the name of the 




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person, firm, or corporation holding the stock represented by 
such certificates, the number and class of shares represented 
by such certificates, respectively, and the respective dates 
thereof, and in case of cancellation, the respective dates of 
cancellation.

     Section 4.  Cancellation.  Every certificate surrendered 
to the Corporation for exchange or transfer shall be canceled, 
and no new certificate or certificates shall be issued in 
exchange for any existing certificate until such existing 
certificate shall have been canceled, except in cases provided 
for in Section 7 of this Article V.

     Section 5.  Transfers of Stock.  Transfers of shares of 
the capital stock of the Corporation shall be made   only on 
the books of the Corporation by the registered holder thereof, 
or by his attorney thereunto authorized   by power of attorney 
duly executed and filed with the Secretary of the Corporation, 
or with a transfer clerk or  a transfer agent appointed as in 
Section 6 of this   Article V; provided, and on surrender of 
the certificate  or certificates for such shares properly 
endorsed and the payment of all taxes thereon.  The person in 
whose name shares of stock stand on the books of the 
Corporation  shall be deemed the owner thereof for all 
purposes as regards the Corporation; provided, however, that 
whenever any transfer of shares shall be made for collateral 
security, and not absolutely, such fact, if known to the 
Secretary of the Corporation, shall be so expressed in   the 




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entry of transfer.

     Section 6.  Regulations.  The Board of Directors may make 
such rules and regulations as it may deem expedient, not 
inconsistent with the Certificate of Incorporation or these 
Bylaws, concerning the issue, transfer and registration of 
certificates for shares of the stock of the Corporation.  It 
may appoint, or authorize any principal officer or officers to 
appoint, one or more transfer  clerks or one or more transfer 
agents and one or more registrars, and may require all certificates 
of stock to bear the signature or signatures of any of them.

     Section 7.  Lost, Destroyed, or Mutilated Certificates.  
As a condition of the issue of a new certificate  of stock in 
the place of any certificate theretofore  issued alleged to 
have been lost, stolen, mutilated or destroyed, the Board of 
Directors, in its discretion, may require the owner of any 
such certificate, or his legal representatives, to give the 
Corporation a bond in such  sum and in such form as it may 
direct, to indemnify the Corporation against any claim that 
may be made against it on account of the alleged loss, theft, 
mutilation or destruction of any such certificate or the 
issuance of  such new certificate.  Proper and legal evidence 
of such loss, theft, mutilation or destruction shall be 
procured for the Board of Directors, if required.  The Board 
of Directors, in its discretion, may refuse to issue such   




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new certificate, save upon the order of some court having 
jurisdiction in such matters.

     Section 8.  Closing of Transfer Books.  The Board of 
Directors may, by resolution, direct that the stock transfer 
books of the Corporation be closed for a period not exceeding 
fifty days preceding the date of any meeting of the 
stockholders, or the date for the payment of  any dividend, or 
the date for the allotment of any   rights, or the date when 
any change or conversion or exchange of capital stock of the 
Corporation shall go   into effect, or for a period not 
exceeding fifty days in connection with obtaining the consent 
of stockholders for any purpose.  In lieu of such closing of 
the stock transfer books, the Board may fix in advance a 
date, not exceeding fifty days preceding the date of any 
meeting of stockholders, or the date for the payment of any 
dividend, or the date for the allotment of rights, or the   
date when any change or conversion or exchange of capital 
stock shall go into effect or a date in connection with 
obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote 
at, such meeting, and any adjournment thereof, or to receive 
payment of any dividend, or to receive any such allotment of 
rights, or to exercise the rights in respect of any such 
change, conversion, or exchange of capital stock or to give 
such consent, as the case may be, notwithstanding any 
transfer of any stock on the books of   the Corporation after 


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any record date so fixed.

                        ARTICLE VI

                Miscellaneous Provisions.

     Section 1.  Corporate Seal.  The Board of Directors shall 
provide a corporate seal, which shall be in the form of a circle 
and shall bear the name of the Corporation and the words and 
figures showing that it was incorporated in the State of Delaware 
in the year 1956.  The Secretary shall be the custodian of the seal.  
The Board  of Directors may authorize a duplicate seal to be kept   
and used by any other officer.

     Section 2.  Fiscal Year.  The fiscal year of the 
Corporation shall end at the close of business on the   31st 
day of December in each year.

     Section 3.  Voting of Stocks owned by the Corporation.  
The Chairman of the Board or the Vice Chairman of the Board or 
the President may authorize any person in behalf of the 
Corporation to attend, vote and grant  proxies to be used at 
any meeting of stockholders of any corporation in which the 
Corporation may hold stock.

     Section 4.  Dividends.  Subject to the provisions of the 
Certificate of Incorporation, the Board of Directors may, out 
of funds legally available therefor, at any regular or special 
meeting declare dividends upon the capital stock of the 




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Corporation as and when they deem expedient.  Before declaring 
any dividend, there may be  set apart out of any funds of the 
Corporation available  for dividends, such sum or sums as the 
directors from   time to time in their discretion deem proper 
for working capital or as a reserve fund to meet contingencies 
or for equalizing dividends or for such other purposes as the 
directors shall deem conducive to the interests of the 
Corporation.

                      ARTICLE VII.

                       Amendments.

     The Bylaws of the Corporation may be altered,   amended 
or repealed either by the affirmative vote or a majority of 
the stock issued and outstanding and entitled to vote in 
respect thereof and represented in person or   by proxy at any 
annual or special meeting of the stockholders, provided that 
notice of the proposal so to alter or repeal or to make such 
Bylaws be included in the   notice of such meeting, or by the 
affirmative vote of a majority of the directors then in office 
given at any regular or special meeting of the Board of 
Directors, provided that notice of the proposal so to alter or  
repeal or amend such Bylaws be included in the notice of any 
special meeting of the Board of Directors.  No change of the 
time or place of the meeting for the election of directors 
shall be made within sixty days next before the day on which 




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such meeting is to be held and, in case of  any change of such 
time or place, notice thereof shall be given to each 
stockholder in person or by letter mailed   to his last known 
post office address at least twenty   days before the meeting 
is held.  Bylaws, whether made or altered by the stockholders 
or by the Board of Directors, shall be subject to alteration 
or repeal by the stockholders as in this Article VII above 
provided.

                        ARTICLE VIII.

     The Corporation elects not to be governed by Section 203 
of the General Corporation Law of the State of  Delaware 
entitled "Business Combinations with Interested Stockholders."  
Anything in these Bylaws to the contrary notwithstanding, this 
Article VIII shall not be subject   to amendment by the Board 
of Directors.




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