<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>ex3.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>
Exhibit 3

                                                            AS AMENDED THROUGH
                                                            May 14, 2002
                                                            ==================




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                               LOEWS CORPORATION


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                                    By-Laws
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                                    BY-LAWS

                                      OF

                               LOEWS CORPORATION
                            (A Delaware Corporation)
                            ------------------------


                            ------------------------

                                   ARTICLE 1

                                  DEFINITIONS

  As used in these By-laws, words of any gender (masculine, feminine, neuter)
mean and include correlative words of the other genders, and unless the
context otherwise requires, the term:

  1.1  "Board" means the Board of Directors of the Corporation.

  1.2  "By-laws" means the initial by-laws of the Corporation, as amended,
supplemented or restated, from time to time.

  1.3  "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from
time to time.

  1.4  "Corporation" means Loews Corporation.

  1.5  "Directors" means directors of the Corporation.

  1.6  "General Corporation Law" means the General Corporation Law of the
State of Delaware, as amended from time to time.

  1.7  "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

  1.8  "Stockholders" means stockholders of record of the Corporation.

  1.9  "Whole Board" means the total number of directors which the Corporation
would have if there were no vacancies on the Board of Directors.


                                      1


                                  ARTICLE 2

                                STOCKHOLDERS

  2.1  Place of Meetings.  Every meeting of Stockholders shall be held at the
       -----------------
Office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.

  2.2  Annual Meeting.  A meeting of Stockholders shall be held annually for
       --------------
the election of directors and the transaction of other business at such hour
as may be designated in the notice of meeting, on the second Tuesday in May in
each year (or, if such date falls on a legal holiday, on the first business
day thereafter which is not a Saturday, Sunday or legal holiday), or on such
other date, as may be fixed by the Board.

  2.3  Special Meetings.  A special meeting of Stockholders, unless otherwise
       ----------------
prescribed by statute, may be called at any time by the Board or by the
Chairman of the Board, the President, or by the Secretary and shall be called
by the Chairman of the Board, the President, or by the Secretary on the
written request of holders of a majority of the shares of capital stock of the
Corporation entitled to vote in an election of directors, which written
request shall state the purpose or purposes of such meeting. At any special
meeting of Stockholders only such business may be transacted which is related
to the purpose or purposes of such meeting set forth in the notice thereof
given pursuant to Section 2.5 of the By-laws or in any waiver of notice
thereof given pursuant to the General Corporation Law.

  2.4  Fixing Record Date.  For the purpose of determining the Stockholders
       ------------------
entitled to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining Stockholders entitled to
receive payment of any dividend or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix a date as the
record date for any such determination of Stockholders. Such date shall not be
more than sixty nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action. If no such record date is
fixed:

  2.4.1  The record date for determining Stockholders entitled to notice of or
         to vote at a meeting of Stockholders shall be at the close of
         business on the day next preceding the day on which notice is given,
         or, if notice is waived, at the close of business on the day next
         preceding the day on which the meeting is held;

  2.4.2  The record date for determining Stockholders entitled to express
         consent to corporate action in writing without a meeting, when no
         prior action by the Board is necessary, shall be the day on which the
         first written consent is expressed;

                                      2

  2.4.3  The record date for determining Stockholders for any purpose other
         than specified in Sections 2.4.1 and 2.4.2 shall be at the close of
         business on the day on which the Board adopts the resolution relating
         thereto.

When a determination of Stockholders entitled to notice of or to vote at any
meeting of Stockholders has been made as provided in this Section 2.4 such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date for the adjourned meeting.

  2.5  Notice of Meetings of Stockholders.  Except as otherwise provided in
       ----------------------------------
Sections 2.3 and 2.4 of the By-laws, whenever under the General Corporation
Law or the Certificate of Incorporation or the By-laws, Stockholders are
required or permitted to take any action at a meeting, written notice shall be
given stating 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. A
copy of the notice of any meeting shall be given, personally or by mail not
less than ten nor more than sixty days before the date of the meeting, to each
stockholder entitled to notice of or to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
with postage prepaid, directed to the stockholder at the address of such
Stockholder as it appears on the records of the Corporation. An affidavit of
the Secretary or an Assistant Secretary or of the transfer agent or other
agent of the Corporation that the notice required by this section has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called. If, however, the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

  2.6  List of Stockholders.  The Secretary shall prepare and make, or cause
       --------------------
to be prepared and made, at least ten days before every meeting of
Stockholders, a complete list of the Stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each
Stockholder. Such list shall be open to the examination of any Stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at the principal
place of business of the Corporation or on a reasonably accessible electronic
network, provided that, in the latter case, information required to gain
access to such list is provided with the notice of the meeting. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

  2.7  Quorum of Stockholders; Adjournment.  The holders of a majority of the
       -----------------------------------
shares of stock entitled to vote at any meeting of Stockholders, present in
person or represented by proxy, shall constitute a quorum for the transaction
of any business at

                                      3

such meeting. When a quorum is once present to organize a meeting of
Stockholders, it is not broken by the subsequent withdrawal of any
Stockholders. The chairman of any meeting of Stockholders, or the holders of a
majority of the shares of stock present in person or represented by proxy at
any meeting of Stockholders, including an adjourned meeting, whether or not a
quorum is present, may adjourn such meeting to another time and place.

  2.8  Voting; Proxies.  Unless otherwise provided in the Certificate of
       ---------------
Incorporation, every Stockholder shall be entitled at every meeting of
Stockholders to one vote for each share of capital stock held by such
Stockholder as of the record date determined in accordance with Section 2.4 of
the By-laws. If the Certificate of Incorporation provides for more or less
than one vote for any share, on any matter, every reference in the By-laws or
the General Corporation Law to a majority or other proportion of stock shall
refer to such majority or other proportion of the votes of such stock. The
provisions of Sections 212 and 217 of the General Corporation Law shall apply
in determining whether any shares of capital stock may be voted and the
persons, if any, entitled to vote such shares; but the Corporation shall be
protected in treating the persons in whose names shares of capital stock stand
on the record of Stockholders as owners thereof for all purposes. At any
meeting of Stockholders, a quorum being present, all matters, except as
otherwise provided by law or by the Certificate of Incorporation or by the By-
laws, shall be decided by a majority of the votes cast at such meeting by the
holders of shares present in person or represented by proxy and entitled to
vote thereon. All elections of directors shall be by written ballot, unless
otherwise provided in the Certificate of Incorporation; if authorized by the
Board of Directors, such requirement of a written ballot shall be satisfied by
a ballot submitted by electronic transmission, provided that any such
electronic transmission must either set forth or be submitted with information
from which it can be determined that the electronic transmission was
authorized by the Stockholder or proxy holder. Each written ballot shall be
signed by the Stockholder voting or by the proxy of such Stockholder, and
shall state the number of shares voted. On all other questions, the voting may
be voice vote. Every Stockholder entitled to vote at a meeting of Stockholders
or to express consent or dissent without a meeting may authorize another
person or persons to act for him by proxy. The validity and enforceability of
any proxy shall be determined in accordance with the General Corporation Law.

  2.9  Selection and Duties of Inspectors at Meetings of Stockholders.  The
       --------------------------------------------------------------
Board, in advance of any meeting of Stockholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any stockholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy
may be filled by appointment made by the Board in advance of the meeting or at
the meeting by the person presiding thereat. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspector or inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a

                                      4

quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all Stockholders. On request of the person
presiding at the meeting or any stockholder entitled to vote thereat, the
inspector or inspectors shall make a report in writing of any challenge,
question or matter determined by him or them and execute a certificate of any
fact found by him or them. Any report or certificate made by the inspector or
inspectors shall be prima facie evidence of the facts stated and of the vote
as certified by him or them.

  2.10  Organization.  At every meeting of Stockholders, unless otherwise
        ------------
directed by the Board, the President, or in the absence of the President, the
Chairman of the Board, or in the absence of either of them, the Chairman of
the Executive Committee, or in the absence of all of them the most senior Vice
President (based on term of service as Vice President) present shall act as
chairman of the meeting. The Secretary, or in the absence of the Secretary,
one of the Assistant Secretaries, shall act as secretary of the meeting. In
case none of the officers above designated to act as chairman or secretary of
the meeting, respectively, shall be present a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a majority of the votes cast
at such meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.

  2.11  Order of Business.  The order of business at all meetings of
        -----------------
Stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present
may be changed by a majority of the votes cast at such meeting by the holders
of shares of capital stock present in person or represented by proxy and
entitled to vote at the meeting.


                                ARTICLE 3

                                DIRECTORS

  3.1  General Powers.  Except as otherwise provided in the Certificate of
       --------------
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board.  The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or the By-
laws or applicable laws, as it may deem proper for the conduct of its meetings
and the management of the Corporation. In addition to the powers expressly
conferred by the By-laws, the Board may exercise all powers and perform all
acts which are not required, by the By-laws or the Certificate of
Incorporation or by law, to be exercised and performed by the Stockholders.

  3.2  Number; Qualification; Term of Office.  The Board shall consist of one
       -------------------------------------
or more members. The number of directors shall be fixed initially by the Board
and may thereafter be changed from time to time by action of the Stockholders
or by a majority of the Whole Board. Directors need not be Stockholders. Each
director shall hold office

                                      5

until his successor is elected and qualified or until his earlier death,
resignation or removal.

  3.3  Election.  Directors shall except as otherwise required by law or by
       --------
the Certificate of Incorporation, be elected by a plurality of the votes cast
at a meeting of Stockholders by the holders of shares entitled to vote in the
election.

  3.4  Newly Created Directorships and Vacancies.  Unless otherwise provided
       -----------------------------------------
in the Certificate of Incorporation, newly created directorships resulting
from an increase in the number of directors and vacancies occurring in the
Board for any reason, including the removal of directors without cause, may be
filled by vote of a majority of the directors then in office, although less
than a quorum, at any meeting of the Board or may be elected by a plurality of
the votes cast by the holders of shares of capital stock entitled to vote in
the election at a special meeting of Stockholders called for that purpose. A
director elected to fill a vacancy shall be elected to hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal.

  3.5  Resignations.  Any director may resign at any time by notice given in
       ------------
writing to the Corporation. Such resignation shall take effect at the time
therein specified, and the acceptance of such resignation shall not be
necessary to make it effective.

  3.6  Removal of Directors.  Any or all of the directors may be removed, with
       --------------------
or without cause, by vote of the Stockholders.

  3.7  Remuneration.  Unless otherwise expressly provided by resolution
       ------------
adopted by the Board, none of the directors or of the members of any committee
of the Corporation contemplated by the By-laws or otherwise provided for by
resolution of the Board shall as such receive any stated remuneration for his
services; but the Board may at any time or from time to time by resolution
provide that remuneration shall be paid to, or on behalf of, any director of
the Corporation or to any member of any such committee who shall not be in the
employ of the Corporation or of any of its subsidiary companies, either as his
annual remuneration as such director or member or as remuneration for his
attendance at each meeting of the Board or of such committee. The Board may
also likewise provide that the Corporation shall reimburse each such director
or member of such committee for any expenses paid by him on account of his
attendance at any such meeting. Nothing in this Section contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

  3.8  Place and Time of Meetings of the Board.  Meetings of the Board,
       ---------------------------------------
regular or special, may be held at any place within or without the State of
Delaware. The times and places for holding meetings of the Board may be fixed
from time to time by resolution of the Board or (unless contrary to resolution
of the Board) in the notice of the meeting.

                                      6

  3.9  Annual Meetings.  On the day when and at the place where the annual
       ---------------
meeting of Stockholders for the election of directors is held, or as soon as
practicable thereafter, the Board may hold its annual meeting, without notice
of such meeting, for the purposes of electing officers and transacting other
business. The annual meeting of the Board may be held at any other time and
place specified in a notice given as provided in Section 3.11 of the By-laws
for special meetings of the Board or in a waiver of notice thereof.

  3.10  Regular Meetings.  Regular meetings of the Board may be held at such
        ----------------
times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board shall be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on
the first business day thereafter which is not a Saturday, Sunday or legal
holiday.

  3.11  Special Meetings.  Special meetings of the Board shall be held
        ----------------
whenever called by the Chairman of the Board, the President, or by the
Secretary or by any two or more directors. Notice of each special meeting of
the Board shall be given to each director at the address designated by him for
that purpose or, if none is designated, at his last known business or
residence address, in writing by first-class or overnight mail or courier
service, facsimile or electronic transmission, hand delivery or orally by
telephone. If mailed, such notice shall be deemed adequately delivered when
deposited in the United States mails, with postage thereon prepaid, at least
two days before such meeting. If by overnight mail or courier service, such
notice shall be deemed adequately delivered when delivered to the overnight
mail or courier service company at least one day before such meeting. If by
facsimile or electronic transmission, such notice shall be deemed adequately
delivered when transmitted at least 12 hours prior to the time set for the
meeting. If by hand delivery or telephone, the notice shall be given at least
12 hours prior to the time set for the meeting. Every such notice shall state
the time and place of the meeting but need not state the purposes of the
meeting, except to the extent required by law. A meeting may be held at any
time without notice if all the directors are present or if those not present
waive notice of the meeting.

  3.12  Adjourned Meetings.  A majority of the directors present at any
        ------------------
meeting of the Board, including an adjourned meeting, whether or not a quorum
is present may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be given to any director whether or
not present at the time of the adjournment. Any business may be transacted at
any adjourned meeting that might have been transacted at the meeting as
originally called.

  3.13  Waiver of Notice.  Whenever notice is required to be given to any
        ----------------
director or member of a committee of directors under any provision of the
General Corporation Law or of the Certificate of Incorporation or By-laws, a
written waiver thereof, signed by the person entitled to notice, or a waiver
by electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be

                                      7

deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the directors, or members of a
committee of directors, need be specified in any written waiver of notice or
any waiver by electronic transmission.

  3.14  Organization.  At each meeting of the Board, the Chairman of the
        ------------
Board, or in the absence of the Chairman of the Board, the President of the
Corporation, or in the absence of the President, the Chairman of the Executive
Committee, or in the absence of all of them a chairman chosen by the majority
of the directors present, shall preside. The Secretary shall act as secretary
at each meeting of the Board. In case the Secretary shall be absent from any
meeting of the Board, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and Assistant Secretaries, the person presiding at the meeting may
appoint any person to act as secretary of the meeting.

  3.15  Quorum of Directors.  A majority of the directors then in office shall
        -------------------
constitute a quorum for the transaction of business or of any specified item
of business at any meeting of the Board.

  3.16  Action by the Board.  All corporate action taken by the Board or any
        -------------------
committee thereof shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of proceedings of the Board or committee. Members of the Board, or
any committee designated by the Board, may participate in a meeting of the
Board, or of such committee, as the case may be, by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other and participation in a
meeting pursuant to this Section 3.16 shall constitute presence in person at
such meeting. Except as otherwise provided by the Certificate of Incorporation
or by law, the vote of a majority of the directors present (including those
who participate by means of conference telephone or other communications
equipment) at the time of the vote, if a quorum is present (including those
who participate by means of conference telephone or other communications
equipment) at such time, shall be the act of the Board.

                                      8

                                   ARTICLE 4

                            COMMITTEES OF THE BOARD

  4.1  Executive Committee; Appointment, Term of Office, etc.
       -----------------------------------------------------

  (a)  The Board may designate an Executive Committee consisting of the
Chairman of the Executive Committee, if any, and such other directors as it
may designate. Each member of the Executive Committee shall continue to be a
member thereof only so long as he remains a director and at the pleasure of
the Board. Any vacancies on the Executive Committee may be filled by the
Board. The designation and authority of the Executive Committee shall be
governed by Section 141(c)(2) of the General Corporation Law.

  (b)  The Executive Committee, between meetings of the Board, shall have and
may exercise the powers of the Board in the management of the property,
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Without limiting
the foregoing, the Executive Committee shall have the express power and
authority to declare a dividend, to authorize the issuance of stock, and to
adopt a certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law.

  (c)  Regular meetings of the Executive Committee, of which no notice shall
be necessary, shall be held on such days and at such places, within or without
the State of Delaware, as shall be fixed by resolution adopted by a majority
of the Executive Committee. Special meetings of the Executive Committee shall
be held whenever called by the Chairman of the Board, the President, or the
Chairman of the Executive Committee, and shall be called by the Secretary of
the Corporation on the request of a majority of the members of the Executive
Committee. Notice of each special meeting of the Executive Committee shall be
given to the members thereof in the same manner as prescribed for the delivery
of notice of a special meeting of the Board pursuant to Section 3.11 of the
By-laws. Notice of any such meeting need not, however, be given to any member
of the Executive Committee if he shall be present at such meeting. Any meeting
of the Executive Committee shall be a legal meeting without any notice thereof
having been given if all the members of the Executive Committee shall be
present thereat. Such notice shall specify the time and place of the meeting,
but except as otherwise expressly provided by law, the purposes thereof need
not be stated in such notice. Subject to the provisions of the By-laws, the
Executive Committee may fix its own rules of procedure, and it shall keep a
record of its proceedings and report them to the Board at the next regular or
special meeting thereof after such proceedings shall have been taken. All such
proceedings shall be subject to revision or alteration by the Board; provided,
however, that third parties shall not be prejudiced by any such revision or
alteration.

  (d)  Except as otherwise provided by law, a majority of the Executive
Committee then in office shall constitute a quorum for the transaction of
business, and the act of a majority of those present at a meeting thereof
shall be the act of the Executive

                                      9

Committee. In the absence of a quorum, a majority of the members of the
Executive Committee present thereat may adjourn such meeting from time to time
until a quorum shall be present thereat. Notice of any adjourned meeting need
not be given. The Executive Committee shall act only as a committee, and the
individual members shall have no power as such.

  (e)  Any member of the Executive Committee may resign therefrom at any time
by giving written notice of his resignation to the Chairman of the Board, the
President, or the Secretary. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall
not be specified therein, it shall take effect immediately upon its receipt;
and the acceptance of such resignation shall not be necessary to make it
effective.

  (f)  In addition to the foregoing, in the absence or disqualification of a
member of the Executive Committee, the members present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

  4.2  Other Committees of the Board.  The Board may designate one or more
       -----------------------------
other committees, which shall in each case consist of such number of
directors, but not less than two, and shall have and may exercise such powers
for such periods, as the Board may determine in the resolution designating
such committee. A majority of the members of any such committee may fix its
rules of procedure, determine its action, 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 shall otherwise
provide. Each member of any such committee shall continue to be a member
thereof only so long as he remains a director and at the pleasure of the
Board. Any vacancies on any such committee may be filled by the Board. The
designation and authority of the committees created hereunder shall be
governed by Section 141(c)(2) of the General Corporation Law.

  4.3  Other Committees.  Nothing hereinbefore contained in this Article 4
       ----------------
shall be deemed to preclude the designation by the President of committees,
other than committees of the Board, which may include officers and employees
who are not directors.

                                      10

                                  ARTICLE 5

                                  OFFICERS

  5.1  Officers.  The Board shall elect a Chairman of the Board, a President,
       --------
a Chairman of the Executive Committee, a Secretary and a Treasurer, and as
many Assistant Secretaries and Assistant Treasurers as the Board may deem
necessary, and may elect or appoint one or more Vice Presidents and such other
officers as it may determine. The Board may designate one or more Vice
Presidents as Senior Vice President or Executive Vice President, and may use
descriptive words or phrases to designate the standing, seniority or area of
special competence of the Vice Presidents elected or appointed by it. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier death, resignation or removal in the manner provided in
Section 5.2 of the By-laws. Any two or more offices may be held by the same
person. The Board may require any officer to give a bond or other security for
the faithful performance of his duties, in such amount and with such sureties
as the Board may determine. All officers as between themselves and the
Corporation shall have such authority and perform such duties in the
management of the Corporation as may be provided in the By-laws or as the
Board may from time to time determine.

  5.2  Removal of Officers.  Any officer elected or appointed by the Board may
       -------------------
be removed by the Board with or without cause. The removal of an officer
without cause shall be without prejudice to his contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.

  5.3  Resignations.  Any officer may resign at any time in writing by
       ------------
notifying the Board, the Chairman of the Board, the President, or the
Secretary. Such resignation shall take effect at the date of receipt of such
notice or at such later time as is therein specified, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make
it effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any.

  5.4  Vacancies.  A vacancy in any office because of death, resignation,
       ---------
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the By-laws for the regular
election or appointment to such office.

  5.5  Compensation.  Salaries or other compensation of the officers may be
       ------------
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also
a director.

  5.6  Chairman of the Board.  The Chairman of the Board shall, if present,
       ---------------------
preside at all meetings of the Board. He may, with the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, sign
certificates for shares of capital stock of the Corporation. He may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts and
other instruments, except in cases where the signing and

                                      11

execution thereof shall be expressly delegated by the Board or by the By-laws
to some other officer or agent of the Corporation, or shall be required by law
otherwise to be signed or executed and, in general, he shall perform all
duties incident to the office of Chairman of the Board and such other duties
as from time to time may be assigned to him by the Board. The Board may
designate two persons to serve as Co-Chairmen of the Board of the Corporation
in which case each reference in the By-laws to the "Chairman of the Board"
shall mean either "Co-Chairman of the Board". Where both individuals holding
such office are present, the individual with greater seniority shall exercise
the powers of the office, unless otherwise directed by the Board.

  5.7  President and Chief Executive Officer.  The President shall be the
       -------------------------------------
Chief Executive Officer of the Corporation and as such shall have the general
powers and duties of supervision and management usually vested in the office
of President and Chief Executive Officer. The President, if present, shall
preside at all meetings of the Stockholders. The President may also, with the
Secretary or the Treasurer or an Assistant Secretary or an Assistant
Treasurer, sign certificates for shares of capital stock of the Corporation;
may sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments authorized by the Board, except in cases where
the signing and execution thereof shall be expressly delegated by the Board or
by the By-laws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and shall perform such
other duties as from time to time may be assigned to him by the Board.

  5.8  Chairman of the Executive Committee.  The Chairman of the Executive
       -----------------------------------
Committee shall have the powers and duties incident to that office and shall
have other powers and duties as may be prescribed from time to time by the
Board of Directors. He shall be a member of the Executive Committee and shall
preside at all meetings of the Executive Committee at which he is present. In
the event of the absence or disability of the President, he shall perform the
duties of the President, unless the Board of Directors shall have designated
another person to perform such duties.

  5.9  Vice Presidents.  Each Vice President shall have such powers and shall
       ---------------
perform such duties as shall be assigned to such person by the President or
the Board of Directors. Any Vice President may also, with the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, sign
certificates for shares of capital stock of the Corporation; may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments authorized by the Board, except in cases where the signing
and execution thereof is expressly delegated by the Board or by the By-laws to
some other officer or agent of the Corporation, or shall be required by law
otherwise to be signed or executed.

  5.10  Secretary.  The Secretary, if present, shall act as secretary of all
        ---------
meetings of the Stockholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given
and served; he may, with the Chairman of the Board, the President, or a Vice
President, sign certificates for shares of capital stock of

                                      12

the Corporation; he shall be custodian of the seal of the Corporation and may
seal with the seal of the Corporation, or a facsimile thereof, all
certificates for shares of capital stock, of the Corporation and all documents
the execution of which on behalf of the Corporation under its corporate seal
is authorized in accordance with the provisions of the By-laws; he shall have
charge of the stock ledger and also of the other books, records and papers of
the Corporation relating to its organization and management as a Corporation,
and shall see that the reports, statements and other documents required by law
are properly kept and filed; and shall, in general, perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Board or by the President.

  5.11  Treasurer.  The Treasurer shall have charge and custody of, and be
        ---------
responsible for, all funds, securities and notes of the Corporation; receive
and give receipts for moneys due and payable to the Corporation from any
sources whatsoever; deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the By-laws; against proper vouchers, cause such funds to be
disbursed by checks or drafts on the authorized depositaries of the
Corporation signed in such manner as shall be determined in accordance with
any provisions of the By-laws, and be responsible for the accuracy of the
amounts of all moneys so disbursed; regularly enter or cause to be entered in
books to be kept by him or under his direction full and adequate accounts of
all moneys received or paid by him for the account of the Corporation; have
the right to require, from time to time reports or statements giving such
information as he may desire with respect to any and all financial
transactions of the Corporation from the officers or agents transacting the
same; render to the President, or the Board, whenever the President, or the
Board, respectively, require him so to do, an account of the financial
condition of the Corporation and of all his transactions as Treasurer; exhibit
at all reasonable times his books of account and other records to any of the
directors upon application at the Office of the Corporation where such books
and records are kept; and in general, 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 Board, or by the President; and he may sign, with the Chairman
of the Board, the President, or a Vice President, certificates for shares of
capital stock of the Corporation.

  5.12  Assistant Secretaries and Assistant Treasurers.  Assistant Secretaries
        ----------------------------------------------
and Assistant Treasurers shall perform such duties as shall be assigned to
them by the Secretary or by the Treasurer, respectively, or by the Board, or
the President. Assistant Secretaries and Assistant Treasurers may, with the
Chairman of the Board, the President, or a Vice President, sign certificates
for shares of capital stock of the Corporation.




                                   ARTICLE 6

                CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.


                                      13

  6.1  Execution of Contracts.  The Board may authorize any officer, employee
       ----------------------
or agent, in the name and on behalf of the Corporation, to enter into any
contracts or execute and satisfy any instrument, and any such authority may be
general or confined to specific instances, or otherwise limited.

  6.2  Loans.  The Chairman of the Board, the President, or any other officer,
       -----
employee or agent authorized by the By-laws or by the Board may effect loans
and advances at any time for the Corporation from any bank, trust company or
other institutions or from any firm, corporation or individual and for such
loan and advances may make, execute and deliver promissory notes, bonds or
other certificates or evidences of indebtedness of the Corporation, and when
authorized so to do may pledge and hypothecate or transfer any securities or
other property of the Corporation as security for any such loans or advances.
Such authority conferred by the Board may be general or confined to specific
instances or otherwise limited.

  6.3  Checks, Drafts, Etc.  All checks, drafts and other orders for the
       -------------------
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.

  6.4  Deposits.  The funds of the Corporation not otherwise employed shall
       --------
be deposited from time to time to the order of the Corporation in such banks,
trust companies or other depositories as the Board may select or as may be
selected by an officer, employee or agent of the Corporation to whom such
power may from time to time be delegated by the Board.


                                  ARTICLE 7

                            STOCKS AND DIVIDENDS

  7.1  Certificates Representing Shares.  The shares of capital stock of the
       --------------------------------
Corporation shall be represented by certificates in such form (consistent with
the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the Chairman of
the Board, the President, or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the officers upon a certificate may be facsimiles, if the certificate is
countersigned by a transfer agent or registrar other than the Corporation
itself or its employee. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon any certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may, unless otherwise ordered by the
Board, be issued by the Corporation with the same effect as if such person
were such officer, transfer agent or registrar at the date of issue.

                                      14

  7.2  Transfer of Shares.  Transfers of shares of capital stock of the
       ------------------
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney
duly executed and filed with the Secretary or a transfer agent of the
Corporation, and on surrender of the certificate or certificates representing
such shares of capital stock properly endorsed for transfer and upon payment
of all necessary transfer taxes. Every certificate exchanged, returned or
surrendered to the Corporation shall be marked "Canceled," with the date of
cancellation, by the Secretary or an Assistant Secretary or the transfer agent
of the Corporation. A person in whose name shares of capital stock shall stand
on the books of the Corporation shall be deemed the owner thereof to receive
dividends, to vote as such owner and for all other purposes as respects the
Corporation. No transfer of shares of capital stock shall be valid as against
the Corporation, its Stockholders and creditors for any purpose, except to
render the transferee liable for the debts of the Corporation to the extent
provided by law, until such transfer shall have been entered on the books of
the Corporation by an entry showing from and to whom transferred.

  7.3  Transfer and Registry Agents.  The Corporation may from time to time
       ----------------------------
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.

  7.4  Lost, Destroyed, Stolen and Mutilated Certificates.  The holder of any
       --------------------------------------------------
shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as, a condition to the issue of
any such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof
satisfactory to the Board of such loss, destruction, theft or mutilation and
to advertise such fact in such manner as the Board may require, and to give
the Corporation and its transfer agents and registrars, or such of them as the
Board may require, a bond in such form, in such sum and with such surety or
sureties as the Board may direct, to indemnify the Corporation and its
transfer agents and registrars against any claim that may be made against any
of them on account of the continued existence of any such certificate so
alleged to have been lost, destroyed, stolen or mutilated and against any
expense in connection with such claim.

  7.5  Regulations.  The Board may make such rules and regulations as it may
       -----------
deem expedient, not inconsistent with the By-laws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.

  7.6  Restriction on Transfer of Stock.  A written restriction on the
       --------------------------------
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted
conspicuously on the certificate representing such capital stock, may be
enforced against the holder of the restricted capital stock or any successor
or transferee of the holder including an executor, administrator, trustee,
guardian or other fiduciary entrusted with like responsibility for the person
or estate of

                                      15

the holder. Unless noted conspicuously on the certificate representing such
capital stock, a restriction, even though permitted by Section 202 of the
General Corporation Law, shall be ineffective except against a person with
actual knowledge of the restriction. A restriction on the transfer or
registration of transfer of capital stock of the Corporation may be imposed
either by the Certificate of Incorporation or by an agreement among any number
of Stockholders or among such Stockholders and the Corporation. No restriction
so imposed shall be binding with respect to capital stock issued prior to the
adoption of the restriction unless the holders of such capital stock are
parties to an agreement or voted in favor of the restriction.

  7.7  Dividends.  Subject to the provisions of the Certificate of
       ---------
Incorporation and of the General Corporation Law, the Board may, from time to
time, declare, and the Corporation may pay, dividends and other distributions
on the Corporation's outstanding shares of capital stock.


                               ARTICLE 8

                            INDEMNIFICATION

  8.1  Indemnification of Officers and Directors.  The Corporation shall
       -----------------------------------------
indemnify 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, by reason of the fact that
he is or was a director or an officer of the Corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding to the fullest extent and in the manner set forth in and
permitted by the General Corporation Law, and any other applicable law, as
from time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which such director or officer may be
entitled apart from the foregoing provisions. The foregoing provisions of this
Section 8.1 shall be deemed to be a contract between the Corporation and each
director and officer who serves in such capacity at any time while this
Article 8 and the relevant provisions, of the General Corporation law and
other applicable law, if any, are in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing, with respect
to any state of facts then or theretofore existing, or any action, suit or
proceeding theretofore, or thereafter brought or threatened based in whole or
in part upon any such state of facts.

  8.2  Indemnification of Other Persons.  The Corporation may indemnify 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 by reason of the fact that he is or
was an 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,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such

                                      16

action, suit or proceeding to the extent and in the manner set forth in and
permitted by the General Corporation Law, and any other applicable law, as
from time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which any such person may be entitled apart
from the foregoing provisions.


                                  ARTICLE 9

                              BOOKS AND RECORDS

  9.1  Books and Records.  The Corporation shall keep correct and complete
       -----------------
books and records of account and shall keep minutes of the proceedings of the
Stockholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate of Incorporation or at the
Office of the Corporation or at the office of the transfer agent or registrar
of the Corporation, a record containing the names and addresses of all
Stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

  9.2  Form of Records.  Any records maintained by the Corporation in the
       ---------------
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, computer databases, electronic servers or
any other information storage device provided that the records so kept can be
converted into clearly legible written form within a reasonable time. The
Corporation shall so convert any records so kept upon the request of any
person entitled to inspect the same.

  9.3  Inspection of Books and Records.  Except as otherwise provided by law,
       -------------------------------
the Board shall determine from time to time whether, and, if allowed, when and
under what conditions and regulations, the accounts, books, minutes and other
records of the Corporation, or any of them, shall be open to the inspection of
the Stockholders.


                                  ARTICLE 10

                                     SEAL

  The Board may adopt a corporate seal which shall be in the form of a circle
and shall bear the full name of the Corporation, the year of its incorporation
and the word "Delaware".


                                   ARTICLE 11

                                   FISCAL YEAR



                                      17

  The fiscal year of the Corporation shall begin on the 1st day of January and
shall terminate on the 31st day of December in each year, or such other period
as may be fixed by resolution of the Board.


                                  ARTICLE 12

                            VOTING OF SHARES HELD

  Unless otherwise provided by resolution of the Board, the Chairman of the
Board, or the President, or any Vice President, may, from time to time,
appoint one or more attorneys or agents of the Corporation, in the name and on
behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as a stockholder or otherwise in any other corporation, any
of whose shares or securities may be held by the Corporation, at meetings of
the holders of stock or other securities of such other corporation, or to
consent, in writing to any action by any such other corporation, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed on
behalf of the Corporation and under its corporate seal, or otherwise, such
written proxies, consents, waivers or other instruments as he may deem
necessary or proper in the premises; or the Chairman of the Board, or the
President, or any Vice President may himself attend any meeting of the holders
of the stock or other securities of any such other corporation and thereat
vote or exercise any or all other powers of the Corporation as the holder of
such stock or other securities of such other corporation.


                                  ARTICLE 13

              BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

  Pursuant to the provisions of Section 203 (b) (2) of the General Corporation
Law, the Corporation, by action of the Board, expressly elects not to be
governed by Section 203 of the General Corporation Law, dealing with business
combinations with interested Stockholders. Notwithstanding anything to the
contrary in the By-laws, the provisions of this Article 13 may not be further
amended by the Board, except as may be specifically authorized by the General
Corporation Law.


                                   ARTICLE 14

                                   AMENDMENTS

  The By-laws may be altered, amended, supplemented or repealed, or new By-
laws may be adopted, by vote of the holders of the shares entitled to vote in
the election of directors. The By-laws may be altered, amended, supplemented
or repealed, or new By-laws may be adopted, by the Board, provided that the
vote of a majority of the Whole

                                      18

Board shall be required to change the number of authorized directors. Any By-
laws adopted, altered, amended, or supplemented by the Board may be altered,
amended, supplemented or repealed by the Stockholders entitled to vote
thereon.

                                      19

</TEXT>
</DOCUMENT>
