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of this ARTICLE IV, shall perform all the duties incident to the office of Chief
Executive Officer and President of a corporation and, subject to the direction
of the Board, shall have general and active management of the business of the
Corporation and shall perform all duties incident to the office of Chief
Executive Officer and President of a corporation and such other duties as may
from time to time be assigned to him by the Board. At the request of the
Chairman of the Board or of the Board, or in the absence or disability of the
Chairman of the Board, the Chief Executive Officer and President shall have all
the powers and perform all the duties of the Chairman of the Board.


          SECTION 6.   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 7.   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 8.   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 annual report of the entire business and
financial condition of the Corporation.  The person holding the office of
Treasurer 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 Treasurer may also be performed by any Assistant Treasurer.


          SECTION 9.   Delegation of Authority.   In the case of any absence of
any officer of the Corporation or for any other reason that the Board may deem
sufficient, the Board of Directors may delegate some or all of the powers or
duties of such officer to any other officer or to any director, employee,
stockholder or agent for whatever period of time seems desirable, providing that
a majority of the entire Board concurs therein.

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