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or committee duly designated thereby, and may be altered from time to time
except as otherwise provided by contract. All officers shall be entitled to be
paid or reimbursed for all cost and expenditures incurred in the Corporation's
business.

          SECTION 2.   Vacancies.   Whenever any vacancies shall occur in any
office by death, resignation, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until his successor is chosen and
qualified.

          SECTION 3.   Removal.   Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or appointment of an officer or agent shall not of itself
create contract rights.

          SECTION 4.   Chairman of the Board and Chief Executive Officer.   The
Chairman of the Board and Chief Executive Officer, or in his absence such other
individual as the Board may select, shall preside at all meetings of the
stockholders, the Board of Directors and the Executive Committee.  He shall have
general charge and management of the affairs, property and business of the
Corporation, subject to the Board of Directors, the Executive Committee and the
provisions of these By-Laws.  He shall perform all duties assigned to him in
these By-Laws and such other duties as may from time to time be assigned to him
by the Board of Directors or the Executive Committee.

          SECTION 5.   Vice Presidents.   In the absence or disability of the
Chairman of the Board and Chief Executive Officer, the Vice Presidents, in the
order of their seniority, shall perform the duties and exercise the powers of
the Chairman of the Board and Chief Executive Officer, other than as otherwise
provided in the first sentence of SECTION 4 of this ARTICLE IV.

          SECTION 6.   Secretary.   It shall be the duty of the Secretary to
attend all meetings of the stockholders and Board of Directors, to record
correctly the proceedings had at such meetings in a book suitable for that
purpose and to perform like duties for standing committees when required.  It
shall also be the duty of the Secretary to attest with his signature and the
seal of the Corporation all stock certificates issued by the Corporation and to
keep a stock ledger in which shall be correctly recorded all transactions
pertaining to the capital stock of the Corporation.  He shall also attest with
his signature and the seal of the Corporation all deeds, conveyances or other
instruments requiring the  seal of the Corporation.  The person holding the
office of Secretary shall also perform, under the direction and subject to the
control of the Board of Directors, such other duties as may be assigned to him.
The duties of the Secretary may also be performed by any Assistant Secretary.

          SECTION 7.   Treasurer.   The Treasurer shall keep such funds of the
Corporation as may be entrusted to his keeping and account for the same.  He
shall be prepared at all times to give information as to the condition of the
Corporation and shall make a detailed

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