Exhibit
3.4


Stratus
Properties Inc.


(formerly
FM Properties Inc.)





By-Laws








ARTICLE
I





Name





The name of the corporation is Stratus
Properties Inc.








ARTICLE
II





Offices





1.           The
location of the registered office of the corporation in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle, and the
name of its registered agent at such address is The Corporation Trust
Company.





2.           The
corporation shall in addition to its registered office in the State of Delaware
establish and maintain an office or offices at such place or places as the Board
of Directors may from time to time find necessary or desirable.








ARTICLE
III





Corporate
Seal





The corporate seal of the corporation
shall have inscribed thereon the name of the corporation and the year (1992) and
jurisdiction (Delaware) of its creation.  Such seal may be used by
causing it or a facsimile thereof to be impressed, affixed, printed or otherwise
reproduced.








ARTICLE
IV





Meetings
of Stockholders





1.           All
meetings of the stockholders shall be held at the registered office of the
corporation in the State of Delaware, or at any other place as shall be
determined, from time to time, by the Board of Directors.








2.           The
first annual meeting of stockholders shall be held on Monday, May 17, 1993, at
eleven o'clock in the forenoon, or on such other date in that year or at such
other time as may be determined by resolution of the Board of
Directors.  In subsequent years the annual meeting of the stockholders
shall be held on the Monday immediately preceding the third Tuesday of May at
eleven o'clock in the forenoon, or on such other day or at such other time as
may be determined from time to time by resolution of the Board of
Directors.  At each annual meeting of the stockholders they shall
elect by plurality vote, by written ballot, the successors of the class of
directors whose term expires at such meeting, to hold office until the annual
meeting of the stockholders held in the third year following the year of their
election and their successors are respectively elected and qualified or until
their earlier resignation or removal.  Any other proper business may
be transacted at the annual meeting.





3.           The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except as
otherwise expressly provided by statute, by the Certificate of Incorporation or
by these By-Laws.  If, however, such majority shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting
(except as otherwise provided by statute), until the requisite amount of voting
stock shall be present.  At such adjourned meeting at which the
requisite amount of voting stock shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.





4.           At
all meetings of the stockholders each stockholder having the right to vote shall
be entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless such instrument provides for a longer
period.  All proxies shall be filed with the secretary of the meeting
before being voted.





5.           At
each meeting of the stockholders each stockholder shall have one vote, unless
otherwise provided in the Certificate of Incorporation, for each share of stock
of the corporation having voting power, registered in his name on the books of
the corporation at the record date fixed in accordance with these By-Laws, or
otherwise determined, with respect to such meeting.  Except as
otherwise expressly provided by statute, by the Certificate of Incorporation or
by these By-Laws, all matters coming before any meeting of the stockholders
shall be decided by the vote of a majority of the number of shares of stock
present in person or represented by proxy at such meeting and entitled to vote
thereat, a quorum being present.





6.           Notice
of each meeting of the stockholders shall be mailed to each stockholder entitled
to vote thereat not less than 10 nor more than 60 days before the date of the
meeting.  Such notice shall state the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called.





7.           Subject
to such rights to call special meetings of stockholders under specified
circumstances as may be granted to holders of any shares of Preferred Stock
pursuant to the Certificate of Incorporation, special meetings of the
stockholders may be called only by the Chairman of the




2


Board or
the President of the corporation, or at the request in writing or by vote of a
majority of the Board of Directors, and not by any other persons.  Any
request for a special meeting made by the Board of Directors shall state the
purpose or purposes of the proposed meeting.





8.           Business
transacted at each special meeting shall be confined to the purpose or purposes
stated in the notice of such meeting.





9.          
The order of business at each meeting of the stockholders shall be determined by
the chairman at such meeting.





10.        
At an annual meeting of the stockholders, only business shall be conducted as
shall have been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any stockholder of the corporation who complies
with the notice procedures set forth in this Section 10.  For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation.  To be timely, a stockholder’s notice must be
delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the 120th day nor earlier than the close
of business on the 210th day 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 more than 30 days before or more than 90 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th 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 of an annual meeting commence a
new time period for the giving of a stockholder’s notice as described
above.  A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
corporation which are beneficially owned by the stockholder and (d) any material
interest of the stockholder in such business.  Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 10.  The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of these
By-Laws, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.  Notwithstanding the foregoing provisions of this Section
10, a stockholder seeking to have a proposal included in the corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended (including, but not limited to, Rule
14a-8 or its successor provision).





11.           Only
persons who are nominated in accordance with the procedures set forth in these
By-Laws shall be eligible for election as directors.  Nominations of
persons for election to the Board of Directors of the corporation may be made at
a meeting of stockholders (a) by or at the direction of the Board of Directors
or (b) by any stockholder of the corporation entitled to vote for the election
of directors at the meeting who complies with the notice procedures set forth in
this Section




3


11.  Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the corporation.  To be timely, a stockholder’s notice must be
delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the 120th day nor earlier than the close
of business on the 210th day 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 more than 30 days before or more than 90 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th 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 of an annual meeting commence a
new time period for the giving of a stockholder’s notice as described
above.  Such stockholder's notice shall set forth (a) 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 Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the proxy statement as a nominee and to serve as a director if elected); and
(b) as to the stockholder giving the notice (i) the name and address, as they
appear on the corporation's books, of such stockholder and (ii) the class and
number of shares of the corporation which are beneficially owned by such
stockholder.  At the request of the Board of Directors any person
nominated by the Board of Directors for election as a director shall furnish to
the Secretary of the corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.  No
person shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in these
By-Laws.  The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.





12.           Any
action required or permitted to be taken by the stockholders of the corporation
must be effected at a duly called annual or special meeting of such holders and
may not be effected by any consent in writing by such holders.








ARTICLE
V





Directors





1.           The
business and affairs of the corporation shall be managed under the direction of
a Board of Directors which may exercise all such powers and authority for and on
behalf of the corporation as shall be permitted by law, the Certificate of
Incorporation or these By-Laws.





2.           The
directors may hold their meetings and have one or more offices, and, subject to
the laws of the State of Delaware, keep the stock ledger and other books and
records of the corporation, outside said State, at such place or places as they
may from time to time determine.





4


3.           Subject
to such rights to elect additional directors under specified circumstances as
may be granted to the holders of any shares of the Preferred Stock pursuant to
the Certificate of Incorporation, the number of directors of the corporation
shall be fixed from time to time by the Board of Directors but shall not be less
than three.  The directors, other than those who may be elected by the
holders of any class or series of Preferred Stock, shall be classified, with
respect to the time for which they severally hold office, into three classes,
designated Class I, Class II and Class III, as nearly equal in number as
possible, as determined by the Board of Directors, Class I directors to hold
office initially for a term expiring at the annual meeting of stockholders to be
held in 1993, Class II directors to hold office initially for a term expiring at
the annual meeting of stockholders to be held in 1994, and Class III directors
to hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1995, with the members of each class to hold office
until their successors are elected and qualified.  At each annual
meeting of stockholders, the successors of the class of directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of stockholders held in the third year following the year of
their election.





4.           Subject
to such rights to elect directors under specified circumstances as may be
granted to holders of any shares of the Preferred Stock pursuant to the
Certificate of Incorporation, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other reason
shall be filled solely by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors.  Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and
qualified.  No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent
director.





5.           Any
director may resign at any time by giving written notice of his resignation to
the Board of Directors, the Chairman of the Board or the
President.  Any such resignation shall take effect upon receipt
thereof by the Board, the Chairman of the Board or the President, as the case
may be, or at such later date as may be specified therein.  Any such
notice to the Board shall be addressed to it in care of the
Secretary.








ARTICLE
VI





Committees
of Directors





By resolution adopted by a majority of
the whole Board of Directors, the Board shall designate an Executive Committee
and an Audit Committee and may designate one or more other committees as the
Board may deem appropriate, each such committee to consist of one or more
directors of the corporation.  The Executive Committee shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the corporation (except as otherwise expressly limited
by statute) and may authorize the seal of the corporation to be affixed to all
papers which may require it.  The Audit Committee and each such other
committee shall have such of the powers and authority of the Board as may be
provided from time to time in resolutions adopted by




5


a
majority of the whole Board.  Each committee shall report its
proceedings to the Board when required.








ARTICLE
VII





Compensation
of Directors





The directors shall receive such
compensation for their services as may be authorized by resolution of the Board
of Directors, which compensation may include an annual fee and a fixed sum and
expenses for attendance at regular or special meetings of the Board or any
committee thereof.  Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.








ARTICLE
VIII





Meetings
of Directors; Action Without A Meeting





1.           Regular
meetings of the Board of Directors may be held without notice at such time and
place as may be determined from time to time by resolution of the
Board.





2.           Special
meetings of the Board of Directors may be called by the Chairman of the Board or
by the President on at least 24 hours' notice to each director, and shall be
called by the President or by the Secretary on like notice on the request in
writing of any director.  Except as may be otherwise specifically
provided by statute, by the Certificate of Incorporation or by these By-Laws,
the purpose or purposes of any such special meeting need not be stated in such
notice.





3.           At
all meetings of the Board of Directors the presence of a majority of the total
number of directors shall be necessary and sufficient to constitute a quorum for
the transaction of business, and, except as otherwise provided by statute, by
the Certificate of Incorporation or by these By-Laws, if a quorum shall be
present the act of a majority of the directors present shall be the act of the
Board.





4.           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 the
members of the Board or such committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the board or committee.  Any director may participate in a meeting of
the Board, or of any committee designated by the Board, by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this sentence shall constitute presence in person at such
meeting.








6


ARTICLE
IX





Officers





1.           The
officers of the corporation shall be chosen by the Board of Directors and shall
be a President, a Secretary and a Treasurer.  The Board may also
choose a Chairman of the Board, a General Counsel, a Controller, one or more
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Secretaries and Assistant Treasurers, and such other officers as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.  Any number of offices may be held by the same
person.





2.           The
Board of Directors, at its first meeting after the annual meeting of
stockholders, shall choose a Chairman of the Board and a President from among
the directors and shall choose the remaining officers who need not be members of
the Board.





3.           The
salaries of all officers of the corporation shall be fixed by the Board of
Directors, or in such manner as the Board may prescribe.





4.           The
officers of the corporation shall hold office until their successors are chosen
and qualified, except that any officer may at any time be removed by the Board
of Directors.  If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board.





5.           Any
officer may resign at any time by giving written notice of his resignation to
the Board of Directors, the Chairman of the Board or the
President.  Any such resignation shall take effect upon receipt
thereof by the Board, the Chairman of the Board or the President, as the case
may be, or at such later date as may be specified therein.  Any such
notice to the Board shall be addressed to it in care of the
Secretary.








ARTICLE
X





Chairman
of the Board





The Chairman of the Board shall be the
chief executive officer of the corporation and shall preside at meetings of the
stockholders and of the Board of Directors.  Subject to the
supervision and direction of the Board of Directors, he shall be responsible for
managing the affairs of the corporation.  He shall have general
supervision and direction of all of the other officers of the corporation and
shall have powers and duties usually and customarily associated with the office
of Chairman of the Board and the position of chief executive
officer.








7


ARTICLE
XI





President





The President shall be the chief
operating officer of the corporation, and he shall have the powers and duties
usually and customarily associated with the office of the President and the
position of chief operating officer.  He shall have such other powers
and duties as may be delegated to him by the Chairman of the Board.








ARTICLE
XII





Executive Vice Presidents, Senior
Vice Presidents and Vice Presidents





The Executive Vice Presidents, the
Senior Vice Presidents and the Vice Presidents shall have such powers and duties
as may be delegated to them by the Chairman of the Board.








ARTICLE
XIII





General
Counsel, Secretary and Assistant Secretaries





1.           The
General Counsel shall have the powers and duties usually and customarily
associated with the position of General Counsel.  He shall have such
other powers and duties as may be delegated to him by the Chairman of the
Board.





2.           The
Secretary shall attend all meetings of the Board of Directors and of the
stockholders, and shall record the minutes of all proceedings in a book to be
kept for that purpose.  He shall perform like duties for the
committees of the Board when required.





3.           The
Secretary shall give, or cause to be given, notice of meetings of the
stockholders, of the Board of Directors and of the committees of the
Board.  He shall keep in safe custody the seal of the corporation, and
when authorized by the Chairman of the Board, the President, an Executive Vice
President, a Senior Vice President or a Vice President, shall affix the same to
any instrument requiring it, and when so affixed it shall be attested by his
signature or by the signature of an Assistant Secretary.  He shall
have such other powers and duties as may be delegated to him by the Chairman of
the Board.





4.           The
Assistant Secretaries shall, in case of the absence of the Secretary, perform
the duties and exercise the powers of the Secretary, and shall have such other
powers and duties as may be delegated to them by the Chairman of the
Board.








8


ARTICLE
XIV





Treasurer
and Assistant Treasurer





1.           The
Treasurer shall have the custody of the corporate funds and securities, and
shall deposit or cause to be deposited under his direction all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors or pursuant to
authority granted by it.  He shall render to the President and the
Board whenever they may require it an account of all his transactions as
Treasurer and of the financial condition of the corporation.  He shall
have such other powers and duties as may be delegated to him by the Chairman of
the Board.





2.           The
Assistant Treasurers shall, in case of the absence of the Treasurer, perform the
duties and exercise the powers of the Treasurer, and shall have such other
powers and duties as may be delegated to them by the Chairman of the
Board.








ARTICLE
XV





Controller





The Controller shall maintain adequate
records of all assets, liabilities and transactions of the corporation, and
shall see that adequate audits thereof are currently and regularly
made.  He shall disburse the funds of the corporation in payment of
the just obligations of the corporation, or as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements.  He shall
have such other powers and duties as may be delegated to him by the Chairman of
the Board.








ARTICLE
XVI





Certificates
of Stock





The shares of the corporation shall be
uncertificated or shall be represented by certificates signed in the name of the
corporation.  The certificates for shares of stock of the corporation
shall be numbered and shall be entered on the books of the corporation as they
are issued.  The certificated shares shall exhibit the holder’s name
and number of shares and shall be signed by the Chairman of the Board, the
President, an Executive Vice President, a Senior Vice President or a Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary.  The signature of any such officers may be
facsimile if such certificate is countersigned by a transfer agent other than
the corporation or its employee or by a registrar other than the corporation or
its employee.  In case any officer who has signed or whose facsimile
signature has been placed on any such certificate shall have ceased to be such
officer before such certificate is issued, then, unless the Board of Directors
shall otherwise determine and cause notification thereof to be given to such
transfer agent and registrar, such certificate may be issued by the corporation
(and by its transfer agent) and registered by its registrar with the same effect
as if he were such officer at the date of issue.


9


ARTICLE
XVII





Transfers
of Stock





1.           Upon
surrender to the corporation or the transfer agent of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.  Upon receipt of proper
transfer instructions from the registered holder of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new equivalent
uncertificated shares or certificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
corporation.





2.           Within
a reasonable time after the issuance or transfer of uncertificated shares, the
corporation shall send, or cause to be sent, to the registered owner thereof a
written notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the Delaware
General Corporation Law or a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and rights.








ARTICLE
XVIII





Fixing
Record Date





In order that the corporation may
determine the stockholders entitled to notice of and to vote at any meeting of
stockholders or any adjournment thereof, or entitled to express consent in
writing to any corporate action without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for any other lawful purpose, the Board of Directors may fix, in
advance, a record date which shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action.  Only stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or entitled to express such consent, or entitled to receive payment of
such dividend or other distribution or allotment of rights, or entitled to
exercise such rights in respect of change, conversion or exchange, as the case
may be, notwithstanding any transfer of stock on the books of the corporation
after any such record date fixed as aforesaid.








ARTICLE
XIX





Registered
Stockholders





The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or




10


other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of the State of Delaware.








ARTICLE
XX





Checks





All checks, drafts and other orders for
the payment of money and all promissory notes and other evidences of
indebtedness of the corporation shall be signed by such officer or officers or
such other person or persons as may be designated by the Board of Directors or
pursuant to authority granted by it.








ARTICLE
XXI





Fiscal
Year





The fiscal year of the corporation
shall end on December 31 of each year.








ARTICLE
XXII





Notices
and Waiver





1.           Whenever
by statute, by the Certificate of Incorporation or by these By-Laws it is
provided that notice shall be given to any director or stockholder, such
provision shall not be construed to require personal notice, but such notice may
be given in writing, by mail, by depositing the same in the United States mail,
postage prepaid, directed to such stockholder or director at his address as it
appears on the records of the corporation, or, in default of other address, to
such director or stockholder at the General Post Office in the City of
Wilmington, Delaware, and such notice shall be deemed to be given at the time
when the same shall be thus deposited.  Notice of special meetings of
the Board of Directors may also be given to any director by telephone or by
telex, telegraph or cable and in the latter event the notice shall be deemed to
be given at the time such notice, addressed to such director at the address
hereinabove provided, shall be transmitted or delivered to and accepted by an
authorized telegraph or cable office.





2.           Whenever
by statute, by the Certificate of Incorporation or by these By-Laws a notice is
required to be given, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of any stockholder or director at
any meeting thereof shall constitute a waiver of notice of such meeting by such
stockholder or director, as the case may be, except as otherwise provided by
statute.








11


ARTICLE
XXIII





Alteration
of By-Laws





These By-Laws, including, but not
limited to, Section 7 of Article IV and Sections 3 and 4 of Article V, may be
altered, amended, changed or repealed at any meeting of the Board of Directors
by vote of a majority of the directors present or as otherwise provided by
statute, except that, in the case of any amendment, alteration, change or repeal
of Section 7 of Article IV or Section 3 or 4 of Article V by the stockholders,
notwithstanding any other provision of these By-Laws, the Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, the affirmative vote of the holders of 85 percent or more of the
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors shall be required to amend, alter, change
or repeal such Section 7 of Article IV or such Section 3 or 4 of Article
V.








ARTICLE
XXIV





Indemnification
of Corporate Personnel





The corporation shall indemnify any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise as provided in the Certificate of
Incorporation.  Expenses incurred by such a director, officer,
employee or agent in defending a civil or criminal action, suit or proceeding
shall be paid by the corporation as provided in the Certificate of
Incorporation.  The corporation shall have power to purchase and
maintain insurance on behalf of any such person 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 the Certificate of
Incorporation.  The indemnification provisions of this Article XXIV
and the Certificate of Incorporation shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any
applicable law, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.





The provisions of this Article XXIV and
Article EIGHTH of the Certificate of Incorporation shall be deemed to be a
contract between the corporation and each person who serves as such director,
officer, employee or agent of the corporation in any such capacity at any time
while this Article XXIV and Article EIGHTH of the Certificate of Incorporation
are in effect.  No repeal or modification of the provisions of this
Article XXIV and Article EIGHTH of the Certificate of Incorporation nor, to the
fullest extent permitted by law, any modification of law shall adversely affect
any right or protection of a director, officer, employee or agent of the
corporation then existing at the time of such repeal or
modification.  The provisions of this Article XXIV of the By-Laws of
the corporation have been adopted by the stockholders of the
corporation.








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