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<SEC-DOCUMENT>0001125282-06-006116.txt : 20061005
<SEC-HEADER>0001125282-06-006116.hdr.sgml : 20061005
<ACCEPTANCE-DATETIME>20061005090207
ACCESSION NUMBER:		0001125282-06-006116
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20060930
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061005
DATE AS OF CHANGE:		20061005

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FUEL TECH N V
		CENTRAL INDEX KEY:			0000846913
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-33059
		FILM NUMBER:		061129884

	BUSINESS ADDRESS:	
		STREET 1:		CASTORWEG 22-24
		CITY:			CURACAO NETHERLANDS
		STATE:			P7

	MAIL ADDRESS:	
		STREET 1:		C/O FUEL TECH INC
		STREET 2:		300 ATLANTIC ST
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06901
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b415089_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of report (Date of earliest event reported) September 30, 2006
                                                        ------------------

                                 Fuel Tech, Inc
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
- -------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

         000-2174                                       20-5657551
- -------------------------------------------------------------------------------
 (Commission File Number)                   (IRS Employer Identification No.)


 512 Kingsland Drive, Batavia, Illinois                                60510
- -------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                 (630) 845-4437
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

         Fuel-Tech N.V., Castorweg 22-24, Curacao, Netherlands Antilles
- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
           Year.

         Effective September 30, 2006, Fuel Tech, Inc. (the "Company")
reincorporated in Delaware by filing a Certificate of Conversion and Certificate
of Incorporation with the Delaware Secretary of State. In connection with the
reincorporation in Delaware, the Company also adopted new Bylaws.

         The Certificate of Conversion, Certificate of Incorporation, and Bylaws
are filed as Exhibits 3.1, 3.2, and 3.3, respectively, to this current report,
and are incorporated herein by reference.

Item 5.05. Amendments to Registrant's Code of Ethics, or Waiver of a
           Provision of the Code of Ethics.

         Effective September 30, 2006 upon the domestication of the Registrant
as a Delaware corporation, the Board has adopted certain amendments to its Code
of Business Ethics and Conduct which, in amended form, is attached as Exhibit
14.1 to this Current Report on Form 8-K.

         The amendments were (a) the substitution of the name "Fuel Tech, Inc."
for the name "Fuel-Tech N.V.," (b) elimination of references to the Netherlands
Antilles, (c) the addition of a prohibition contained in the Employee Handbook
of the Company's operating subsidiary on purchases and sales or sales and
purchases of Fuel Tech common stock within any period of less than six months
and (d) the conformance of the definition of the "window period" for insider
trading to that contained in the Employee Handbook so that the window period is
now the period commencing with the opening of business on the third business day
after an earnings release and ending on the close of business of the last
business day of the following quarterly period rather than, as formerly, the
period ending on the close of business on the twelfth business day after the
earnings release.

Item 9.01. Financial Statements and Exhibits.

         (d) Exhibits

             3.1 - Certificate of Conversion, effective September 30, 2006.

             3.2 - Certificate of Incorporation, effective September 30, 2006.

             3.3 - Bylaws, effective September 30, 2006.

            14.1 - Code of Business Ethics and Conduct.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        FUEL TECH, INC.


Date: October 5, 2006                   By: /s/ Charles W. Grinnell
                                           ----------------------------------
                                           Charles W. Grinnell
                                           Vice President



<PAGE>



                                  EXHIBIT INDEX

Exhibit No.      Description
- -----------      -----------

3.1              Certificate of Conversion, effective September 30, 2006.

3.2              Certificate of Incorporation, effective September 30, 2006.

3.3              Bylaws, effective September 30, 2006.

14.1             Code of Business Ethics and Conduct.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>b415089_ex3-1.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
<PAGE>


                                                                    Exhibit 3.1

                                STATE OF DELAWARE
                            CERTIFICATE OF CONVERSION
                         FROM A NON-DELAWARE CORPORATION
                            TO A DELAWARE CORPORATION
                         PURSUANT TO SECTION 265 OF THE
                        DELAWARE GENERAL CORPORATION LAW

1)       The jurisdiction where the Non-Delaware Corporation was first formed is
         the Netherlands Antilles.

2)       The jurisdiction immediately prior to filing this Certificate is the
         Netherlands Antilles.

3)       The date the Non-Delaware Corporation first formed is June 19, 1987.

4)       The name of the Non-Delaware Corporation immediately prior to filing
         this Certificate is Fuel-Tech N.V.

5)       The name of the Corporation as set forth in the Certificate of
         Incorporation is Fuel Tech, Inc.

6)       The conversion of Fuel-Tech N.V. to Fuel Tech,  Inc. shall be effective
         as of 5:00 p.m.  Eastern Time on September 30, 2006.

         IN WITNESS THEREOF, the undersigned being duly authorized to sign on
behalf of the converting Non-Delaware Corporation has executed this Certificate
on the 25th day of September, A.D. 2006.




                                  By: /s/ Charles W. Grinnell
                                      --------------------------------------
                                  Name: Charles W. Grinnell
                                  Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>b415089_ex3-2.txt
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
<PAGE>

                                                                    Exhibit 3.2


                          CERTIFICATE OF INCORPORATION
                                       OF
                                 FUEL TECH, INC.


1.       The name of the corporation is Fuel Tech, Inc.

2.       The corporation's original certificate of incorporation was filed on
         June 19, 1987, under the name "Fuel-Tech N.V." in the Netherlands
         Antilles.

3.       The address of its registered office in the State of Delaware is
         Corporation Trust Center, 1209 Orange Street, in the city of
         Wilmington, County of New Castle. The name of its registered agent at
         such address is The Corporation Trust Company.

4.       The nature of the business or purpose to be conducted or promoted is to
         engage in any lawful act or activity for which corporations may be
         organized under the General Corporation law of Delaware.

5.       The corporation shall have authority to issue the total number of Forty
         Million (40,000,000) shares of the par value of $0.01 per share,
         amounting in the aggregate to Four Hundred Thousand Dollars
         ($400,000.00), and of such shares Forty Million (40,000,000) shall be
         designated as common stock.

6.       In furtherance and not in limitation of the powers conferred by
         statute, the Board of Directors is expressly authorized to make, alter,
         amend, rescind or repeal the by-laws of the corporation.

7.       Elections of Directors need not be by written ballot unless the by-laws
         of the corporation shall so provide.

8.       Meetings of stockholders may be held within or without the state of
         Delaware, as the by-laws may provide. The books of the corporation may
         be kept outside of the State of Delaware at such place or places as may
         be designed from time to time by the board of directors or in the
         by-laws of the corporation.

9.       (a)     A director of the corporation shall not be personally liable to
                 the corporation or its stockholders for monetary damages for
                 breach of fiduciary duty as a director except that this Article
                 9 shall not eliminate or limit a director's liability (i) for
                 any breach of the director's duty of loyalty to the corporation
                 or its stockholders, (ii) for acts or omissions not in good
                 faith or which involve intentional misconduct or a knowing
                 violation of law, (iii) under Section 174 of the Delaware
                 General Corporation law, or (iv) for any transaction from which
                 the director derived an improper personal benefit.

         (b)     If the Delaware General Corporation Law is amended after
                 approval by the stockholders of this Article 9 to authorize
                 corporate action further eliminating or limiting the personal
                 liability of directors, then the liability of a director of the
                 corporation shall be eliminated or limited to the fullest
                 extent permitted by the Delaware General Corporation Law, as so
                 amended from time to time.

<PAGE>

         (c)     Any repeal or modification of this Article 9 shall not increase
                 the personal liability of any director of this corporation for
                 any act or occurrence taking place prior to such repeal or
                 modification, or otherwise adversely affecting any right or
                 protection of a director of the corporation existing at the
                 time of such repeal or modification.

10.      (a)     Except as otherwise provided below, the corporation shall, to
                 the fullest extent permitted by law, indemnify each person who
                 is, or shall have been, a director or officer of the
                 corporation or who is or was a director or officer of the
                 corporation and is serving, or shall have served, at the
                 request of the corporation, as a director, officer, employee or
                 agent of another organization or in any capacity with respect
                 to any employee benefit plan of the corporation, against all
                 liabilities and expenses (including judgments, fines,
                 penalties, amounts paid or to be paid in settlement, and
                 reasonable attorneys fees) imposed upon or incurred by any such
                 person (the "Indemnitee") in connection with, or arising out
                 of, the defense of disposition of any action, suit or other
                 proceeding, whether civil or criminal, in which he may be a
                 defendant or with which he may be threatened or otherwise
                 involved, directly or indirectly, by reason of his being or
                 having been such a director, officer, employee or agent or as a
                 result of his serving or having served with respect to any such
                 employee benefit plan; provided, however, that the corporation
                 shall provide no indemnification with respect to any matter as
                 to which any such Indemnitee shall be finally adjudicated in
                 such action suit or proceeding not to have acted in good faith
                 in the reasonable belief that his action was (i) in the best
                 interests of the corporation or (ii) to the extent such matter
                 relates to service with respect to an employee benefit plan, in
                 the best interests of the participants or beneficiaries of such
                 employee benefit plan; and, provided further, that, except as
                 provided in section (c) of this Article 10, the corporation
                 shall indemnify any such person seeking indemnification in
                 connection with a proceeding initiated by such person only if
                 such person was authorized to initiate such proceeding by the
                 board of directors of the corporation. The right to
                 indemnification conferred in this Article 10 shall be a
                 contract right and, subject to Sections (c) and (i) of this
                 Article 10, shall include the right to be paid by the
                 corporation expenses incurred in defending any such proceeding
                 in advance of its final disposition. The corporation may, by
                 action of its board of directors, provide indemnification to
                 employees and agents of the corporation with the same scope and
                 effect as the foregoing indemnification of officers and
                 directors.

         (b)     The right to indemnification conferred in this Article 10 shall
                 include the right to be paid by the corporation for liabilities
                 and expenses incurred in connection with the settlement or
                 compromise of any such action, suit or proceeding, pursuant to
                 a consent decree or otherwise, unless a determination is made,
                 within thirty-five (35) days after receipt by the corporation
                 of a written request by the Indemnitee for indemnification,
                 that


                                       2

<PAGE>


                 such settlement or compromise is not in the best interests of
                 the corporation or, to the extent such matter related to
                 service with respect to an employee benefit plan, that such
                 settlement or compromise is not in the best interests of the
                 participants or beneficiaries of such plan. Any such
                 determination shall be made (i) by the board of directors of
                 the corporation by a majority vote of a quorum consisting of
                 disinterested directors, or (ii) if such quorum is not
                 obtainable, by a majority of the disinterested directors then
                 in office. Notwithstanding the foregoing, if there are less
                 than two (2) disinterested directors of the corporation then in
                 office, the board of directors shall promptly direct that
                 independent legal counsel (who may be regular legal counsel to
                 the corporation) determine, based on facts known to such
                 counsel at such time, whether such Indemnitee acted in good
                 faith in the reasonable belief that his action was in the best
                 interests of the corporation or the participants or
                 beneficiaries of any such employee benefit plan, as the case
                 may be; and, in such event, indemnification shall be made to
                 such Indemnitee unless, within thirty-five (35) days after
                 receipt by the corporation of the request by such Indemnitee
                 for indemnification, such independent legal counsel provides in
                 a written opinion to the corporation that such Indemnitee did
                 not act in good faith in the reasonable belief that his action
                 was in the best interests of the corporation or the
                 participants or beneficiaries of any such employee benefit
                 plan, as the case may be.

         (c)     Any indemnification of a director or officer of the corporation
                 under this Article 10, including any advance of expenses under
                 Section (e) of this Article 10, shall be made promptly and, in
                 any event, within thirty-five (35) days, upon the written
                 request of the director or officer. If a determination by the
                 corporation that the director or officer is entitled to
                 indemnification pursuant to this Article 10 is required, and
                 the corporation fails to respond within sixty (60) days to a
                 written request for indemnity, the corporation shall be deemed
                 to have approved the request. If the corporation denies a
                 written request for indemnification or advancing of expenses,
                 in whole or in part, or if payment in full pursuant to such
                 request is not made within thirty-five (35) days, the right to
                 indemnification or advances as granted by this Article 10 shall
                 be enforceable by the director or officer in any court of
                 competent jurisdiction. Such person's costs and expenses
                 incurred in such action shall also be indemnified by the
                 corporation if such person prevails in such action. It shall be
                 a defense to any such action (other than an action to enforce a
                 claim for expenses incurred in defending any proceeding in
                 advance of its final disposition where the required
                 undertaking, if any, has been tendered to the corporation) that
                 the claimant has not met the standards of conduct which make it
                 permissible under the General Corporation Law of the State of
                 Delaware for the corporation to indemnify the claimant for the
                 amount claimed but the burden of such defense shall be on the
                 corporation. Neither the failure of the corporation (including
                 its board of directors, independent legal counsel, or its
                 stockholders) to have made a determination prior to the
                 commencement of such action that indemnification of the
                 claimant is proper in the circumstances because he has met the
                 applicable standard of conduct set forth in the General
                 Corporation Law of the State of Delaware, nor an actual
                 determination by the corporation (including its board of
                 directors, independent legal counsel, or its stockholders) that
                 the claimant has not met such applicable standard of conduct,
                 shall be a defense to the action or create a presumption that
                 the claimant has not met the applicable standard of conduct.


                                       3

<PAGE>


         (d)     As a condition precedent to his right to be indemnified, the
                 Indemnitee must give the corporation notice in writing as soon
                 as practicable of any action, suit or proceeding involving him
                 for which indemnity will or could be sought. With respect to
                 any action, suit or proceeding of which the corporation is
                 notified, the corporation will be entitled to participate
                 therein at its own expense and/or to assume the defense thereof
                 at its own expense, with legal counsel reasonably acceptable to
                 such Indemnitee. After notice from the corporation to the
                 Indemnitee of its election to assume such defense, the
                 corporation shall not be liable to such Indemnitee for any
                 legal or other expenses subsequently incurred by such
                 Indemnitee in connection with such claim, but the fees and
                 expense of such counsel incurred after notice from the
                 corporation of its assumption of the defense thereof shall be
                 at the expense of the Indemnitee unless (i) the employment of
                 counsel by the Indemnitee has been authorized by the
                 corporation, (ii) counsel to the Indemnitee shall have
                 reasonably concluded that there may be a conflict of interest
                 or position on any significant issue between the corporation
                 and the Indemnitee in the conduct of the defense of such action
                 or (iii) the corporation shall not in fact have employed
                 counsel to assume the defense of such action, in each of which
                 cases, the fees and expenses of counsel for the Indemnitee
                 shall be at the expense of the corporation, except as otherwise
                 expressly provided by this Article. The corporation shall not
                 be entitled to assume the defense of any claim brought by or on
                 behalf of the corporation or as to which counsel for the
                 Indemnitee shall have reasonably made the conclusion provided
                 for in (ii) above.

         (e)     Subject to paragraph 10(c) above, the right to indemnification
                 referred to in this Article shall include the right to be paid
                 by the corporation for expenses (including reasonable
                 attorneys' fees) incurred in defending a civil or criminal
                 action, suit or proceeding in advance of its final disposition,
                 subject to receipt of an undertaking by the Indemnitee to repay
                 such payment if it is ultimately determined that the Indemnitee
                 is not entitled to indemnification under this Article. Such
                 undertaking may be accepted without reference to the financial
                 ability of such Indemnitee to make such repayment.
                 Notwithstanding the foregoing, no advance shall be made by the
                 corporation under this paragraph (d) if a determination is
                 reasonably and promptly made by the board of directors by a
                 majority vote of a quorum consisting of disinterested directors
                 or, if such quorum is not obtainable, by a majority of the
                 disinterested directors of the corporation then in office or,
                 if there are not at least two disinterested directors then in
                 office, by independent legal counsel (who may be regular legal
                 counsel to the corporation) in written opinion that, based on
                 facts known to the board of directors or counsel at such time,
                 such Indemnitee did not act in good faith in the reasonable
                 belief that his action was in the best interests of the
                 corporation or the participants or beneficiaries of an employee
                 benefit plan of the corporation, as the case may be.


                                       4

<PAGE>


         (f)     If an Indemnitee is entitled under any provision of this
                 Article to indemnification by the corporation of some or a
                 portion of the liabilities or expenses imposed upon or incurred
                 by such Indemnitee in the investigation, defense, appeal or
                 settlement of any action, suit or proceeding but not, however,
                 for the total amount thereof, the corporation shall
                 nevertheless indemnify the Indemnitee for the portion of such
                 liabilities or expenses to which such Indemnitee is entitled.

         (g)     The right to indemnification and the payment of expenses
                 incurred in defending any action, suit or proceeding in advance
                 of its final disposition conferred in this Article shall not be
                 exclusive of any other right which any person may have or
                 thereafter acquire under any statute, provision of the articles
                 of incorporation, by-laws, agreement, vote of stockholders or
                 board of directors or otherwise. Without limiting the
                 generality of the foregoing, the corporation, acting through
                 its board of directors, may enter into agreements with any
                 director or employee of the corporation providing for
                 indemnification rights equivalent to or greater than the
                 indemnification rights set forth in this Article.

         (h)     The corporation may purchase and maintain insurance, at its
                 expense, to protect itself and any director or employee of the
                 corporation or another organization or employee benefit plan
                 against any expense or liability incurred by him or it in any
                 such capacity, or arising out of the status as such.

         (i)     The corporation's obligation to provide indemnification under
                 this Article shall be offset to the extent of any other source
                 of indemnification or any otherwise applicable insurance
                 coverage under a policy maintained by the corporation or any
                 other person.

         (j)     Without the consent of a person entitled to the indemnification
                 and other rights provided in this Article, no amendment
                 modifying or terminating such rights shall adversely affect
                 such person's rights under this Article with respect to the
                 period prior to such amendment.

         (k)     If this Article or any portion thereof shall be invalidated on
                 any ground by any court of competent jurisdiction, then the
                 corporation shall nevertheless indemnify each Indemnitee as to
                 any liabilities and expenses with respect to any action, suit
                 or proceeding to the full extent permitted by any applicable
                 portion of this Article that shall not have been invalidated
                 and to the full extent permitted by applicable law.

         (l)     As used in this Article, the terms "director," "officer,"
                 "employee," "agent," and "person" include their respective
                 successors, heirs, executors, administrators and legal
                 representatives and an "interested" director is one against
                 whom in such capacity the proceedings in question or another
                 proceeding on the same or similar grounds is then pending.


                                       5


<PAGE>

         11.     The corporation reserves the right to amend, alter, change or
                 repeal any provision contained in this certificate of
                 incorporation, in the manner now or hereafter prescribed by
                 statute, and all rights conferred upon stockholders herein are
                 granted subject to this reservation.

         12.     The incorporation of Fuel Tech, Inc. in Delaware shall be
                 effective as of 5:00p.m. Eastern Time on September 30, 2006.

         THE UNDERSIGNED duly authorized incorporator of the corporation does
hereby set his hand this 25th day of September, 2006.


                                   /s/ Charles W. Grinnell
                                   -------------------------------------------
                                   Charles W. Grinnell, Incorporator
                                   Fuel Tech, Inc.
                                   Financial Centre
                                   695 East Main Street
                                   Stamford, Connecticut 06901



                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>4
<FILENAME>b415089_ex3-3.txt
<DESCRIPTION>EXHIBIT 3.3
<TEXT>
<PAGE>

                                                                     Exhibit 3.3

                                 Fuel Tech, Inc.
                             A Delaware Corporation

                                     BY-LAWS

                          As Adopted September 30, 2006


                                    ARTICLE I

                                     OFFICES

         Section 1.1. Registered Office. The Corporation's registered office
shall be in the City of Wilmington, County of New Castle, State of Delaware.

         Section 1.2. Other Offices. The Corporation may also have offices at
such other places within or without the State of Delaware as the Board of
Directors shall determine or the business of the Corporation may require.

                                   ARTICLE II
                             STOCKHOLDERS MEETINGS

         Section 2.1. Place of Meeting. Meetings of stockholders may be held at
such places within or without the State of Delaware as the Board of Directors
shall determine.

         Section 2.2 Annual and Special Meetings. Annual meetings of
stockholders shall be held at dates, times, and places fixed by the Board of
Directors and stated in the notice of meeting to elect Directors and to transact
such other business as may properly come before the meeting. Special meetings of
stockholders for any proper purpose or purposes may be called at any time by the
Board of Directors, the Chairman, or the Chief Executive Officer at such date,
time and place as the Board of Directors shall determine. If requested in
writing by the holders of not less than a majority of the Corporation's then
outstanding capital stock specifying the purpose or purposes of the meeting and
delivered to the Chairman or Chief Executive Officer or the Secretary, special
meetings of stockholders shall be called by the Chairman, the Chief Executive
Officer or the Secretary. Only such business as is specified in the notice of
any special meeting of the stockholders shall come before a special meeting. If
a special meeting is properly called by the stockholders, the Board of Directors
shall determine the time and place of such special meeting, which shall be held
not less than thirty-five (35) nor more than one hundred twenty (120) days after
the date of receipt of the request.

         Section 2.3. Stockholders List. The Secretary of the Corporation shall
or shall cause the Corporation's Transfer Agent to prepare, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting. Such list shall be arranged in alphabetical
order and shall show each stockholder's address and the number of shares
registered in such stockholder's name. Such list shall be open to examination by
any stockholder for any purpose germane to the meeting during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting (or, if not so specified, at the place
where the meeting is to be held). The list shall 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.

         Section 2.4. Organization. The Chairman of the Board, if there shall be
an incumbent Chairman of the Board, or, otherwise the person designated by the
Board of Directors, or, in the absence of such designation, the highest ranking
officer of the Corporation who is present at the meeting, shall call to order
meetings of stockholders and shall act as chairman of such meetings. The
Secretary of the Corporation shall act as secretary of meetings of stockholders.
If the Secretary of the Corporation is absent from the meeting, the secretary of
the meeting shall be such person as the chairman of the meeting shall appoint.


<PAGE>

         Section 2.5. Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedures to be
followed at the meeting, including regulation of the manner of voting and of the
conduct of discussion.

         Section 2.6. Notice. Except as otherwise provided by law, written
notice of the time, date, and place of meeting (and, in the case of a special
meeting, the purpose thereof) shall be given to each stockholder not less than
ten (10) days and not more than sixty (60) days before the date on which the
meeting is to be held.

         Section 2.7. Quorum. Except as otherwise required by law or the
certificate of incorporation, at any meeting of stockholders, the holders of
record (present in person or by proxy) of one-third of the shares of capital
stock entitled to vote at the meeting shall constitute a quorum for the
transaction of business, In the absence of a quorum, the chairman or secretary
of the meeting may adjourn the meeting in the manner provided in Section 2.8
hereof until a quorum is present.

         Section 2.8. Adjournment. Any meeting of stockholders, annual or
special, may be adjourned from time to time to reconvene at the same place or
another place. A determination in accordance with Article V hereof of
stockholders of record with respect to a meeting of stockholders shall apply to
any adjournment of such meeting; provided, however, that the Board of Directors
shall have authority to fix a new record date for the adjourned meeting. Notice
need not be given of any such adjourned meeting, if the date, time, and place
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the adjournment is for more than thirty (30) days or
if a new record date is fixed for the adjourned meeting, written notice of the
date, time, and place of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting. At the
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         Section 2.9. Proxies and Voting. At any meeting of stockholders, each
stockholder entitled to vote may vote in person or by proxy. Each stockholder
shall have one vote for each share of capital stock entitled to vote which is
registered in his name on the record date for the meeting, except as otherwise
provided in these By-Laws or as otherwise required by law. All voting by
stockholders, except on the election of directors and except as otherwise
required by law, may be by voice vote; provided, however, that upon demand
therefor by a stockholder (or by his proxy) entitled to vote, a stock vote shall
be taken. Each stock vote shall be taken by written ballot, each of which shall
state the name of the stockholder (or proxy) voting. Each vote taken by ballot
shall be counted by an inspector or inspectors appointed by the chairman of the
meeting. Elections of Directors shall be determined by a plurality of the votes
cast; except as otherwise required by law, all other matters shall be determined
by a majority of votes cast.

         Section 2.10 Consent of Stockholders in Lieu of Meeting Nothing
contained in these By-Laws shall be deemed to restrict the power of the
stockholders to take any action by means of a consent or consents in writing
according to applicable law.

                                   ARTICLE III
                                    DIRECTORS

         Section 3.1 General Powers. Except as may otherwise be provided by law,
the Certificate of Incorporation or these By-Laws, the business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors and the Board of Directors may exercise all of the powers of the
Corporation.

         Section 3.2 Number, Election, Term, and Removal of Directors. Except as
otherwise provided in these By-Laws or as otherwise required by law, each
Director shall be elected until a successor is duly elected or until the
Director shall sooner resign, retire, become deceased or be removed as provided
below. The first Board of Directors shall consist of nine (9) Directors.
Thereafter, the number of Directors shall be determined by the Board of
Directors or by the stockholders. The Directors shall all be elected by the
stockholders in accordance with Section 2.9 hereof at the annual meeting of
stockholders. Vacancies and newly created directorships resulting from an
increase in the number of Directors may be filled (for the unexpired term and
until a successor Director is elected) by a majority of the Directors then in
office (although less than a quorum), by the sole remaining Director, or by the
stockholders. Any Director may be removed with or without cause by the
stockholders at any time. Any Director may resign at any time by submitting an
electronic transmission or by delivering a written notice of resignation, signed
by such Director, to the Chairman, the Chief Executive Officer or the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.
<PAGE>

         Section 3.3 Nomination of Director Candidates. In addition to any other
applicable requirements, only persons who are nominated in accordance with the
following procedures shall be eligible for election as Directors at the Annual
Meeting. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors, a nominating committee of the Board of Directors, a
person appointed by the Board of Directors, or by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided in this Section 3.3 and on the record date for determination of
stockholders entitled to vote at such Annual Meeting and (ii) who timely
complies with the notice provisions of this Section 3.3. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to notice in writing to the Secretary of the Corporation delivered to
or mailed and received by the Secretary not later than January 1 in the year of
the respective Annual Meeting. 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, (i) the name, age, business address and residence
address of the person, (ii) the principal occupations or employments of the
person currently and for the prior five years, (iii) the class and number of
shares of the Corporation's capital stock owned beneficially or of record by the
person, (iv) a statement signed by the person that such person consents to being
named as a nominee, and, if elected, the person intends to serve as a Director;
and (b) as to the stockholder giving the notice, (i) the name and record address
of the stockholder, (ii) the class and number of shares of capital stock of the
Corporation owned beneficially or of record by the stockholder (iii) a
description of all arrangements or understandings between the person proposed as
a nominee and the stockholder and any other persons including their names, and
(iv) a representation signed by the stockholder that the stockholder intends to
appear in person or by proxy at the Annual Meeting to nominate the persons named
in the notice. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of the proposed nominee to serve as a Director of the
Corporation. Information concerning the proposed nominee need not be included in
the proxy statement furnished to stockholders in connection with the Annual
Meeting. These provisions shall not apply to nomination of any persons entitled
to be separately elected by holders of any class or series of capital stock
pursuant to the terms of such capital stock or pursuant to the terms of any
contract to which the Corporation shall be a party.

         Section 3.4. Chairman of the Board. The Directors may elect one of
their members to be Chairman of the Board of Directors, hereafter in these
By-Laws referred to as the "Chairman." The Chairman shall be subject to the
control of, and may be removed with or without cause by, the Board of Directors.
The Chairman shall perform such duties as may from time to time be assigned to
him by the Board of Directors.

         Section 3.5. Meetings. Regular meetings of the Board of Directors shall
be held at such dates, times, and places as may from time to time be fixed by
the Board of Directors. Notice need not be given of regular meetings of the
Board of Directors. Special meetings of the Board of Directors may be held at
any date, time, and place upon the call of the Chairman, or the Chief Executive
Officer, and shall be called by the Secretary if and as directed by one-third of
the Directors then in office. Facsimile, or other written notice of the place,
date, and time of each special meeting of the Board of Directors shall be given
not less than two (2) days before such meeting to each Director who shall not
waive such notice. Such notice shall state the time and place of the special
meeting, but unless required by law, the Certificate of Incorporation or these
By-Laws, need not state the purpose of the special meeting. Meetings of the
Board of Directors may be held without notice immediately after annual meetings
of stockholders.


<PAGE>

         Section 3.6. Action Without Meeting. Nothing contained in these By-Laws
shall be deemed to restrict the power of the Board of Directors or of any
committee thereof to take any action without a meeting by means of consents
thereto in writing or by electronic transmission according to applicable law.

         Section 3.7. Telephonic Meetings. Nothing contained in these By-Laws
shall be deemed to restrict the power of members of the Board of Directors, or
of any committee of the Board of Directors to participate in meetings of the
Board of Directors (or of such committees) by means of conference telephone or
similar communications equipment by means of which all persons participating in
such meeting can hear each other.

         Section 3.8. Quorum; Acts of the Board of Directors. One-third of the
total number of members of the Board of Directors as constituted from time to
time, but not less than three (3), shall constitute a quorum for the transaction
of business. If a quorum is not present at any meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting to
another place, date, and time without further notice or waiver. Except as
otherwise provided by law, by the Certificate of Incorporation, by these
By-Laws, or by any binding contract or agreement to which the Corporation is a
party, the act of a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors.

         Section 3.9. Committees of the Board of Directors. Effective on the
adoption of these By-Laws, the Corporation elects to be governed as to
committees of the Board of Directors by the provisions of Section 141(c)(2)of
the Delaware General Corporation Law. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate one or more
committees to have and to exercise such power and authority as the Board of
Directors shall specify. Each such Committee shall consist of such number of
Directors as from time to time may be fixed by the Board of Directors. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting may (whether or
not he or they constitute a quorum) unanimously appoint another Director to act
at the meeting in place of the absent or disqualified committee member. Each
committee may fix procedural rules for meeting and for conducting its business
and shall act in accordance therewith, except as otherwise provided in these
By-Laws or as otherwise required by law. Adequate provision shall be made for
notice to committee members of all committee meetings. One-half of the members
of each committee shall constitute a quorum (unless the committee shall consist
of one member, in which event one member shall constitute a quorum). All matters
shall be determined by a majority vote of the committee members present at the
committee meeting.

         Section 3.10. Minutes of Meetings of Committees. Each committee of the
Board of Directors shall keep minutes of its meetings and shall report the same
when and as required by the Board of Directors.

         Section 3.11. Compensation of Directors. Directors shall be paid their
expenses of attendance at meetings of the Board of Directors or committees
thereof. Directors, pursuant to a resolution adopted by a majority of the whole
Board of Directors, may also be paid a fixed sum for attendance at each meeting
of the Board of Directors or a committee thereof, a stated salary for service as
a Director, a stated salary for service as a Committee chairperson, and for
other service as a Director. No payment referred to in this Section 3.10 shall
preclude any Director from serving the Corporation in any other capacity or from
receiving compensation therefor.


<PAGE>

                                   ARTICLE IV
                                    OFFICERS

         Section 4.1. General. The Corporation's officers shall consist of a
Chief Executive Officer, a President, one or more Vice Presidents, a Secretary,
a Treasurer, and such other officers (which may include one or more Assistant
Secretaries and Assistant Treasurers) with such titles and duties as the Board
of Directors shall determine. The Chairman shall be an officer if designated by
the Board of Directors as an Executive Chairman. The officers may have such
additional personal titles as shall be approved by the Board of Directors to
indicate their function or seniority. Any number of offices may be held by the
same person. Each officer shall be elected by the Board of Directors, shall be
subject to supervision and direction by the Board of Directors, shall serve at
the pleasure of the Board of directors, and shall hold office for the term
prescribed by the Board of Directors. The salaries of all officers shall be
fixed by the Board of Directors. The authority, duties, or responsibilities of
any officer may be suspended by the Board of Directors with or without cause.
Any officer may be removed at any time by the Board of Directors with or without
cause. Any officer may resign at any time by submitting an electronic
transmission or by delivering a written notice of resignation, signed by such
officer, to the Chairman, the Chief Executive Officer or the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

         Section 4.2. The Chief Executive Officer. The Chief Executive Officer
shall be the Corporation's chief executive officer. Subject to the provisions of
these By-Laws and to the direction of the Board of Directors, the Chief
Executive Officer shall have responsibility for general management and control
of the Corporation's affairs and business and shall perform all duties and have
all powers which are commonly incident to the office of chief executive or which
are delegated to him by the Board of Directors. The Chief Executive Officer
shall have power to sign all stock certificates, contracts, and other authorized
instruments of the Corporation. The Chief Executive Officer shall have general
supervision and direction of the Corporation's other officers and agents.


         Section 4.3 The President. The President shall be responsible for the
day to day operations of the Corporation as may be delegated to the President by
the Chief Executive Officer from time to time and, if the Chief Executive
Officer shall be absent or unable to act, the President shall act in the stead
of the Chief Executive Officer.

         Section 4.4. The Vice Presidents. In the President's absence (or in the
event of his inability or refusal to act), the Vice President (or if there be
more than one Vice President, the Vice Presidents in the order designated by the
Board of Directors, or in the absence of such designation, then in the order of
their election, starting with the first to be elected) shall perform all duties
of the President. When so acting, such Vice President shall have all powers of,
and be subject to all restrictions upon, the President. The Vice President(s)
shall perform such other duties, and shall have such other powers, as the Board
of Directors shall prescribe.

         Section 4.5. The Secretary; Assistant Secretaries. The Secretary shall
attend all meetings of the Board of Directors and all meetings of stockholders,
and shall record the proceedings of such meetings in a book or books to be kept
for that purpose. If so directed by the Board of Directors, the Secretary shall
perform similar duties with respect to meetings of committees of the Board of
Directors. The Secretary shall give (or cause to be given) notice of all
meetings of stockholders and of all special meetings of the board of directors.
The Secretary shall have custody of the Corporation's seal and he (or any
Assistant Secretary) shall have authority to affix such seal to any appropriate
instrument. When so affixed, such seal may be attested by the Secretary's (or
such Assistant Secretary's) signature. The Board of Directors may give general
authority to any other officer to affix the Corporation's seal and to attest
such affixation by such other officer's signature. In the Secretary's absence
(or in the event of his inability or refusal to act), the Assistant Secretary
(or if there shall be more than one Assistant Secretary, the Assistant
Secretaries in the order designated by the Board of Directors, or in the absence
of such designation, then in the order of their election, starting with the
first to be elected) shall have all powers of, and be subject to all
restrictions upon, the Secretary. The Secretary and the Assistant Secretary (or
Assistant Secretaries) shall perform such other duties, and shall have such
other powers, as the Board of Directors shall prescribe with respect to each
such office.


<PAGE>

         Section 4.6. The Treasurer; Assistant Treasurers. The Treasurer shall
have custody of the Corporation's monies and securities, shall keep regular
books of account, and shall deposit all of the Corporation's monies and other
valuable effects in the name of (and to the credit of) the corporation in one or
more depositories designated by the Board of Directors. The Treasurer shall
disburse the Corporation's funds as directed by the Board of Directors and shall
take vouchers for such disbursements. The Treasurer shall render to the Board of
Directors at its regular meetings (or when otherwise directed by the Board of
Directors) an account of his transactions as Treasurer and of the Corporation's
financial condition. In the absence of the Treasurer (or in the event of his
inability or refusal to act), the Assistant Treasurer (or if there shall be more
than one Assistant Treasurer, the Assistant Treasurers in the order designated
by the Board of Directors, or in the absence of such designation, then in the
order of their election, starting with the first to be elected) shall have all
powers of, and be subject to all restrictions upon, the Treasurer. The Treasurer
and the Assistant Treasurer (or Assistant Treasurers) shall perform such other
duties, and shall have such other powers, as the Board of Directors shall
prescribe with respect to each such office.

         Section 4.7. Delegation of Authority. The Board of Directors may from
time to time delegate or authorize the delegation of the powers or duties of any
officer to any other officer or agent, notwithstanding any other provision of
these By-Laws.

         Section 4.8. Facsimile Signatures of Officers. Facsimile signatures of
any officer may be used whenever authorized by these By-Laws or by the Board of
Directors.

         Section 4.9. Action with Respect to Securities of Other Entities.
Unless otherwise prescribed by the Board of Directors, the Executive Chairman,
the Chief Executive Officer, the President or Secretary (or any other officer
designated by the Chief Executive Officer to act in their stead) shall have
power and authority on the Corporation's behalf to attend (and to act and vote
at) meetings of holders of securities of any entity in which the Corporation
shall own or hold securities. At such meetings, the Chairman, the Chief
Executive Officer, the President, Secretary or Chief Executive Officer's
designee, as the case may be, shall possess (and may exercise) all rights and
powers incident to the ownership or holding of such securities which the
Corporation might have possessed and exercised. The Chief Executive Officer, the
President, the Secretary or the Chief Executive Officer's designee may execute
and deliver on the Corporation's behalf powers of attorney, proxies, consents,
waivers, and other instruments relating to the securities owned or held by the
Corporation.

                                    ARTICLE V
                                  CAPITAL STOCK

         Section 5.1. Stock Certificates. Certificates for shares of the
Corporation's capital stock shall be in such form as shall be permitted by law
and approved by the Board of Directors. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by the Chairman or the Chief Executive Officer or the President or a
Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, certifying the number of shares owned by him in the
corporation. If such certificate is countersigned (1) by a transfer agent other
than the Corporation or its employee, or (2) by a registrar other than the
Corporation or its employee, any other signatures on the certificate may be
facsimile. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.

         If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the 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/or rights shall be set forth in full or summarized on the face
or back of the certificates which the Corporation shall issue to represent such
class or series of stock or there shall be set forth on the face or back of the
certificates which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish, without charge to each
stockholder who so requests, the designations, references 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/or rights. Any restriction imposed upon the transfer of shares or
registration of transfer of shares shall be noted conspicuously on the
certificate representing the shares subject to such restriction.


<PAGE>

         Section 5.2. Transfer of Shares. Shares of the Corporation's capital
stock may be transferred on the Corporation's books only by the holder of such
shares (or by such holder's authorized attorney) upon surrender to the
Corporation or to the Corporation's transfer agent of the properly endorsed
certificate(s) representing such shares.

         Section 5.3. Lost, Stolen, or Destroyed Certificates. The Board of
Directors (or the Corporation's transfer agent) may authorize the issuance of a
new share certificate to replace any certificate theretofore issued by the
Corporation which is alleged to have been lost, stolen, or destroyed. The Board
of Directors, as a condition to such issuance, may require that the owner of
such lost, stolen, or destroyed certificate, or his legal representative, (i)
submit to the Corporation an affidavit stating that such certificate has been
lost, stolen, or destroyed, (ii) advertise the same in such manner as the Board
of Directors shall require, and/or (iii) give the Corporation a bond in such sum
as the Board of Directors shall require to indemnify the Corporation against any
claim that may be made against the Corporation in respect of the certificate
alleged to have been lost, stolen, destroyed or the certificate to be issued.

         Section 5.4. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting.

         In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders 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 of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
such action.

         If no record date is fixed:

         (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. A determination of stockholders of record entitled to notice of or to a
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

         (2) The record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in this State, its
principal place of business, or an officer of agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.

         (3) The record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when prior action by the Board of
Directors is required, shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

         (4) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.


<PAGE>

         Section 5.5. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on the Corporation's
books as the owner of shares of capital stock to receive dividends on such
shares and to vote as owner of such shares. The Corporation need not recognize
any claim to (or interest in) such shares by any other person, whether or not
the Corporation shall have notice thereof, except as otherwise required by law.

         Section 5.6. Regulations. The Board of Directors shall have power and
authority to make all rules and regulations which it deems expedient concerning
the issuance, transfer, registration, cancellation, and replacement of
certificates representing the Corporation's capital stock.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         Section 6.1. Checks, etc. All checks, other drafts, and notes of the
Corporation in excess of Twenty-Five Thousand Dollars ($25,000) shall be signed
by at least two of such persons as the Board of Directors shall designate or
authorize. Any two of those persons designated or authorized by the Board of
Directors to sign checks, other drafts and notes of the Corporation are
authorized to open and jointly use such accounts with such banks or trust
companies as may from time to time be required for the purposes of the
Corporation.

         Section 6.2. Contracts. All contracts, agreements, indentures or other
written commitments intended to bind the Corporation shall be signed by an
officer pursuant to the authority of the Board of Directors including authority
limitation regulations adopted from time to time by the Board of Directors.

         Section 6.3. Pro-Forma Banking and Qualification Resolutions.
Resolutions from time to time necessary or appropriate for the opening or
maintenance by the Corporation of any account with any bank or trust company or
for the qualification of the Corporation to do business under the laws of any
state shall be effective and shall be adopted in haec verba as of the date of
certification thereof so long as such resolutions shall be certified by the
Secretary or an Assistant Secretary of the Corporation and filed with the
permanent records of the resolutions of the Directors of the Corporation.

         Section 6.4. Fiscal Year. The Corporation's fiscal year shall be the
twelve calendar months ending December 31 in each year unless otherwise fixed by
the Board of Directors.

         Section 6.5. Corporate Seal. The Corporation's corporate seal shall
have inscribed thereon the Corporation's name, the year of its incorporation,
and the words "Corporate Seal" and "Delaware".

         Section 6.6. Notices. Whenever any law, the Certificate of
Incorporation, or these By-Laws requires that notice be given to any Director,
officer, or stockholder, such notice may be given personally or in writing by
mail, addressed to such Director, officer, or stockholder at his address which
appears on the Corporation's records. Any notice given by mail shall be deemed
to have been given when deposited in the United States mail, with postage
thereon prepaid. Notice to Directors or officers may be given by telegram,
cable, radiogram, or facsimile, addressed to such Director or officer at his
address which appears on the Corporation's records, in which case notice shall
be deemed to have been given when delivered for transmission.

         Section 6.7. Time Periods. Whenever these By-Laws require that an act
be done or not be done a specified number of days prior to or after the
occurrence of any event (or require that an act be done or not be done within a
period of days prior to or after the occurrence of an event), calendar days
shall be used, with the day of the doing of such act excluded and the day of the
occurrence of such event included.


<PAGE>

         Section 6.8 Books and Records. Except to the extent otherwise required
by law, the books and records of the Corporation shall be kept at such place or
places within or without the State of Delaware as may be determined from time to
time by or under the authority of the Board of Directors.

         Section 6.9 Amendments. The holders of shares of capital stock entitled
at the time to vote for the election of Directors shall have power to amend or
repeal these By-Laws by vote of not less than a majority of such shares. Except
as otherwise provided by law, the Board of Directors shall have power to amend
or repeal these By-Laws by vote of not less than a majority of the entire Board
of Directors. Any by-law adopted by the Board of Directors, however, may be
amended or repealed by vote of the holders of a majority of the shares of
capital stock entitled at the time to vote for the election of Directors.

         Section 6.10 Construction. In the event of any conflict between the
provisions of these By-Laws and the Certificate of Incorporation, the provisions
of the Certificate of Incorporation shall be controlling.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14.1
<SEQUENCE>5
<FILENAME>b415089_ex14-1.txt
<DESCRIPTION>EXHIBIT 14.1
<TEXT>
<PAGE>

                                                                    Exhibit 14.1

                                 FUEL TECH, INC.

                       CODE OF BUSINESS ETHICS AND CONDUCT

                          AS AMENDED SEPTEMBER 30, 2006

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Foreword                                                                       2

Introduction and Persons Subject to Code                                       3

Enforcement of the Code                                                        3

Compliance with Laws and Regulations                                           4

Fraudulent Conduct                                                             4

Conflicts of Interest                                                          5

Proper Recording of Funds, Assets, Receipts
      and Disbursements                                                        6

Improper Influence on Audits                                                   6

Proper Disclosure to the Public and SEC                                        6

Reports of Counsel to Qualified Legal Compliance Committee                     6

Obstruction of Justice                                                         7

Insider Trading                                                                7

Commercial Bribery                                                             8

Political Contributions                                                        9

Payments to Foreign Government Officials                                       9

Employee Relations                                                            10

Unlawful Harassment                                                           10

Antitrust Compliance                                                          10

Environment and Safety                                                        11

<PAGE>

                                    FOREWORD

         A major factor in the growth and success of Fuel Tech, Inc. and its
subsidiaries (the "Company") is the standard of personal and professional
integrity with which its personnel conduct themselves. The Company's Board of
Managing Directors has adopted and amended this Code of Business Ethics and
Conduct (the "Code") to assist its directors, officers and employees in
understanding the principles of conduct that must be adhered to in order to
fulfill the legal and ethical obligations each assumes on association with the
Company. Persons subject to this Code may be requested periodically to affirm in
writing that they have adhered to the principles of the Code.


On Behalf of the Board of Managing Directors



Ralph E. Bailey
Executive Chairman of the Board

September 30, 2006


                                       2
<PAGE>

                  INTRODUCTION AND PERSONS SUBJECT TO THE CODE

         The purpose of this Code of Ethics and Business Conduct (the "Code) is
to state the principles of business ethics and conduct that the Board of
Managing Directors (the "Board") of Fuel Tech, Inc. and its subsidiaries (the
"Company") expects to be followed by all directors, officers and employees of
the Company (collectively referred to in the Code as the Company's
"Associates"). Each of the Company's directors, officers and employees are
subject to the applicable provisions of the Code. The Code provides general
principles and specific guidelines applicable to business conduct.

         These principles and guidelines are to be strictly adhered to at all
times and under all circumstances. Any employee who does not adhere to this Code
is acting outside the scope of his or her employment. Action in violation of the
Code will be subject to Company discipline up to and including dismissal.
Additionally conduct not in compliance with the Code may constitute a violation
of criminal laws.

         Any Associate who, as part of his or her job responsibilities with the
Company, serves as a director or officer of another company in which the Company
has an interest is expected to cast votes, exert influence and otherwise conduct
activities in a manner that will promote the observance of these principles and
guidelines. Also, the choice of the Company's contractors will be guided by
their ability to comply with these principles and guidelines.

         The Board will continue to supervise compliance with the Code to assure
that the Company's business is conducted in a manner consistent with its
obligations to its shareholders and the public. It is the responsibility of all
levels of the Company's management to monitor compliance with the Code, to
suggest appropriate revisions which may be required from time to time, and to
ensure that all employees and contractors are aware of the provisions of the
Code.

                             ENFORCEMENT OF THE CODE

         Violations of the Code will result in discipline and sanctions up to
and including dismissal.

         Instances of conduct prohibited by the Code should be reported to the
Human Resources Manager of the Company, or a supervisor, or an officer of the
Company, and, particularly when the conduct involves a director or an officer of
the Company or matters concerning the integrity of the Company's books and
records, the Audit Committee of the Board.

         Questions regarding the legality of a proposed action should be
referred to the Company's legal counsel for consideration. An appropriate
officer of the Company, after consultation with legal counsel, should resolve
all questions or refer them to higher authority in the Company, including the
Audit Committee. Waivers of the provisions of the Code shall be granted by the
Chief Executive Officer with the approval of the Audit Committee of the Board,
or, in cases involving the Chief Executive Officer waivers shall be granted by
the Audit Committee.

                                       3
<PAGE>

         Reports by legal counsel employed or retained by the Company of
material violations of the Code should be referred simultaneously to the Chief
Executive Officer and to the independent members of the Audit Committee, which
is the Company's Qualified Legal Compliance Committee.

                      COMPLIANCE WITH LAWS AND REGULATIONS

         THE COMPANY IS COMMITTED TO BEING A GOOD CORPORATE CITIZEN OF ALL
STATES AND COUNTRIES IN WHICH IT DOES BUSINESS. BECAUSE OF THIS COMMITMENT, IT
IS THE POLICY OF THE COMPANY TO COMPLY IN ALL RESPECTS WITH ALL LAWS AND
REGULATIONS THAT ARE APPLICABLE TO ITS BUSINESS AT ALL GOVERNMENTAL LEVELS IN
THE UNITED STATES AND ABROAD.

         The Code in some cases deals with specific laws and regulations and
outlines general guidelines for compliance because of their particular
importance to the Company's business activities. It should be understood,
however, that the special emphasis on these laws and regulations does not limit
the general admonition to comply with all applicable laws and regulations.
Ethical business conduct should normally exist at a level well above minimum
legal requirements. The Company expects its Associates to deal fairly with all
persons with whom the Company does business and to maintain the Company's
reputation for integrity.

         The laws and regulations of the states and countries in which the
Company does business form the framework around which its operations are built.
Compliance in all respects with both the spirit and the letter of those laws
will best serve the interests of the Company, its Associates and its
shareholders.

         A company doing business on an international basis may encounter laws
and customs applicable in one country that conflict with those of another
country. For example, the laws of one country may encourage or even require
business practices not permitted in the United States. Associates must be
careful to conduct themselves in strict accordance with applicable laws of the
countries in which the Company operates.

         Associates should make the Company's legal compliance policy known to
all agents and contractors of the Company and inform such persons that the
Company expects them likewise to adhere to this policy. The ability to comply
will be an important consideration in choosing contractors.

                               FRAUDULENT CONDUCT

         THE COMPANY EXPECTS ITS ASSOCIATES TO CONDUCT THEMSELVES IN THEIR
BUSINESS DEALINGS IN AN HONEST AND NON-FRAUDULENT MANNER. LIKEWISE, THE COMPANY
EXPECTS ITS ASSOCIATES TO DEAL HONESTLY WITH ALL GOVERNMENTAL ENTITIES.

         The Company's interests are never furthered by fraudulent dealings. In
this regard, the Company demands that all its Associates deal honestly with all
persons with whom the Company does business. Under no circumstances will any
Associate willfully file or condone or solicit the filing of any materially
false, fictitious or fraudulent claim, report or information with any person or
governmental entity under any circumstances. Nor will fraudulent actions by the
agents or contractors of the Company be condoned under any circumstances.

                                       4
<PAGE>

                              CONFLICTS OF INTEREST

         ALL ASSOCIATES OF THE COMPANY ARE EXPECTED TO AVOID ANY ACTIVITY THAT
MAY INTERFERE, OR HAVE THE APPEARANCE OF INTERFERING WITH THE PERFORMANCE OF
THEIR RESPONSIBILITIES TO THE COMPANY.

         It is not feasible to specify all activities that may give rise to a
conflict of interest; however, such conflicts will generally occur within the
areas of:

     -   Transactions with the Company
     -   Business relationships with vendors, competitors, etc.
     -   Business gifts
     -   Unsecured indebtedness to the Company
     -   Transactions with promoters, consultants, etc.

         The following will serve as a guide to the circumstances or types of
activities that could cause conflicts and should, therefore, be fully reported
to the Company:

         1. Ownership by an Associate or a close relative of a two percent or
      more financial interest in any enterprise that does business with or is a
      competitor of the Company.

         2. Participation in any outside activity that competes directly or
      indirectly with the Company or that interferes or has the appearance of
      interfering with the performance of the Associate's duties with the
      Company.

         3. Serving as a director, consultant, employee or agent of an
      enterprise that conducts or seeks to conduct business with the Company.

         4. Acceptance by an Associate or a close relative of gifts of a size
      that may tend to influence business decisions or compromise independent
      judgment or the giving of such gifts to personnel of other companies with
      which the Company does business.

         5. Disclosure or use by an Associate of information that is
      confidential, proprietary or privileged, for the benefit of an Associate
      or of any other person.

         In the event an Associate senses possible involvement in a conflict of
interest, the Associate should immediately report the matter to his or her
supervisor or, in the case of a director or officer of the Company, to the Chief
Executive Officer, and where involving the Chief Executive Officer, the Audit
Committee of the Board, making a full disclosure of all pertinent circumstances.
Because each case may involve special circumstances, it will be judged on its
own merits.

                                       5
<PAGE>

          PROPER RECORDING OF FUNDS, ASSETS, RECEIPTS AND DISBURSEMENTS

         ALL FUNDS, ASSETS, RECEIPTS AND DISBURSEMENTS OF THE COMPANY SHALL BE
PROPERLY RECORDED ON THE BOOKS OF THE COMPANY.

         To assure that this policy is implemented, the following is
specifically required:

         1. No funds or accounts shall be established or maintained for purposes
      that are not fully and accurately reflected on the books and records of
      the Company.

         2. No funds or other assets shall be received, disbursed, transferred
      or disposed of without being fully and accurately reflected on the books
      and records of the Company.

         3. No false, fictitious or intentionally misleading entries shall be
      made on the books or records of the Company and no false or misleading
      reports pertaining to the Company or its operations shall be issued.

                          IMPROPER INFLUENCE ON AUDITS

         NO ASSOCIATE OF THE COMPANY MAY TAKE ANY ACTION, OR CAUSE ANY OTHER
PERSON, TO FRAUDULENTLY COERCE, MANIPULATE OR MISLEAD THE COMPANY'S INDEPENDENT
AUDITORS ENGAGED IN THE PERFORMANCE OF AN AUDIT OF THE COMPANY'S FINANCIAL
STATEMENTS.

         The Company's audited financial statements are relied upon by the
public, the Company's shareholders and government authorities. Interfering with
an audit may cause the financial statements to be materially misleading leading
to serious consequences for the Company. In all dealings with auditors
cooperation is required. Auditors' reasonable and responsible requests for
information shall be responded to fully and promptly.

                     PROPER DISCLOSURE TO THE PUBLIC AND SEC

         ASSOCIATES RESPONSIBLE FOR PREPARING OR APPROVING ANNUAL AND QUARTERLY
REPORTS TO THE PUBLIC AND THE SEC, AS WELL AS PRESS RELEASES OF COMPANY
DEVELOPMENTS, SHALL, TO THE BEST OF THEIR KNOWLEDGE, TAKE CARE THAT SUCH
DOCUMENTS DO NOT CONTAIN ANY UNTRUE STATEMENTS OF MATERIAL FACTS OR OMIT TO
STATE MATERIAL FACTS REQUIRED SO THAT THE SAME SHALL NOT BE MISLEADING.

         The Company's reports and releases are relied upon by the public,
shareholders and government authorities to present a fair picture of the
Company. Such reports and releases shall accurately describe the Company's
operations and finances to the extent relevant and material. Failure to do so
may have serious consequences for the Company.

           REPORTS OF COUNSEL TO QUALIFIED LEGAL COMPLIANCE COMMITTEE

         LEGAL COUNSEL EMPLOYED OR ENGAGED BY THE COMPANY AND PRACTICING BEFORE
THE SECURITIES AND EXCHANGE COMMISSION SHALL REPORT TO THE COMPANY'S QUALIFIED
LEGAL COMPLIANCE COMMITTEE, WHERE APPLICABLE, INSTANCES OF MATERIAL VIOLATIONS
OF THE SECURITIES LAWS, BREACHES OF FIDUCIARY DUTY OR SIMILAR MATERIAL
VIOLATIONS.

                                       6
<PAGE>

         The independent members of the Company's Audit Committee of the Board
have been constituted as the Company's Qualified Legal Compliance Committee (the
"QLCC"). Legal Counsel, whether in the Company's employ as "inside counsel" or
retained by the Company as "outside counsel," and, under Securities and Exchange
Commission rules, "appearing and practicing before the Commission" is required
to report "material violations," as defined in SEC rules, to the QLCC. The
Company believes such violations to be also violations of this Code.
Accordingly, where such counsel believes that there is credible evidence that
makes it unreasonable for a prudent and competent attorney not to conclude that
a material violation is reasonably likely, counsel shall report the likelihood
of that violation simultaneously to the Chief Executive Officer and to the QLCC.

                             OBSTRUCTION OF JUSTICE

         ASSOCIATES OF THE COMPANY MUST CONDUCT THEMSELVES SO THAT THEY DO NOT
IN THE COURSE OF PROVIDING SERVICES TO THE COMPANY INTERFERE WITH, HINDER OR
OBSTRUCT THE OPERATION OF ANY JUDICIAL OR OTHER GOVERNMENTAL SYSTEM.

         The Company recognizes that a properly functioning justice system is an
essential element in a free society and necessary to the promotion of business
activity. Attempts to hide evidence, convince witnesses to change testimony or
other attempts to prevent or tamper with the proper investigation and
prosecution of violations of law will not be tolerated. Associates should, for
example, never attempt to shred or otherwise dispose of records in the face of
an investigation or when circumstances suggest that an investigation is likely.

                                 INSIDER TRADING

         "INSIDER TRADING" IS TRADING IN COMPANY STOCK BASED ON MATERIAL
NON-PUBLIC INFORMATION OR COMMUNICATING MATERIAL NON-PUBLIC INFORMATION TO
OTHERS IN VIOLATION OF THE LAW. THE COMPANY EXPRESSLY PROHIBITS "INSIDER
TRADING."

         The term "insider" includes not only directors, officers, 10%
shareholders, or employees of the Company but may also include immediate family
members who reside with the insider or persons for whom the insider has a
financial responsibility.

         Material information is generally defined as information for which
there is a substantial likelihood that a reasonable investor would consider it
important in making his or her investment decisions. Material information is
also information that, if disclosed, is reasonably certain to have a substantial
effect on the price of a Company's securities. Material information includes,
but is not limited to, earnings estimates, changes in previously released
earnings estimates, significant merger or acquisition proposals, major
litigation, extraordinary management developments, and dividend changes.

         Information is non-public until it has been communicated to the
marketplace.

                                       7
<PAGE>

         This policy prohibits trading by any insider while he or she is in
possession of material non-public information. Additionally, this policy
prohibits trading by a non-insider while he or she is in possession of material
non-public information. Any of these activities is also a possible violation of
federal securities laws. Legal penalties for trading on or communicating
material non-public information are severe. These penalties apply to both the
individuals involved in the insider trading and to their employers. A person can
be subject to penalties even if he or she did not personally benefit from the
violation. Penalties include fines, jail sentences, and disgorgement of profits.

         Except when a "Don't Trade" memorandum has been circulated by the
Company objecting to trading by Associates, all Associates may without objection
by the Company as provided in the Employee Handbook, purchase or sell shares of
Company stock during a "window period" following a Company earnings release. The
period begins with the opening of business on the third business day following
the release and ends on the close of business on the last business day of the
following quarterly period.

         Associates, moreover, may not purchase and sell or sell and purchase
shares of Company stock within any period of less than six months.

                               COMMERCIAL BRIBERY

         NO FUNDS OR ASSETS OF THE COMPANY SHALL BE PAID, LOANED OR OTHERWISE
DISBURSED AS BRIBES, KICKBACKS OR OTHER PAYMENTS DESIGNED TO IMPROPERLY
INFLUENCE OR COMPROMISE THE CONDUCT OF THE RECIPIENT, AND NO ASSOCIATE OF THE
COMPANY SHALL ACCEPT ANY FUNDS OR OTHER ASSETS FOR ASSISTING IN OBTAINING
BUSINESS OR FOR SECURING SPECIAL CONCESSIONS FROM THE COMPANY FOR ANY OTHER
PERSON OR LEGAL ENTITY.

         The Company considers one of its most valuable assets to be its
reputation for integrity. The Company seeks stable and profitable business
relationships - - based on integrity - - with customers, suppliers and all
others whose activities touch upon its own. To that end, the Company's
Associates and agents and contractors should conduct their business affairs in
such an ethical way that the Company's reputation will not be impugned in the
event the full details of their dealings become a matter of public discussion.

         By way of illustrating the strict ethical standard that every
Associate, agent and contractor of the Company is expected to maintain, the
following conduct is expressly prohibited:

         1. Payment or receipt of money, gifts, loans or other favors that may
      tend to improperly influence business decisions or compromise independent
      judgment.

         2. Payment or receipt of rebates or kickbacks for obtaining business
      for the Company.

         3. Payment of bribes to government officials, such as tax authorities,
      to obtain favorable rulings on issues of local law.

         4. Other activities that, though not mentioned here, would similarly
      degrade the Company's reputation for integrity are prohibited.

         These guidelines are not intended to prevent the Company from paying
normal and reasonable commissions to its agents, from taking normal prompt
payment discounts, and also from giving or receiving gifts or services that are
normal and customary social amenities and that do not tend to compromise the
conduct of the recipient.

                                       8
<PAGE>

                             POLITICAL CONTRIBUTIONS

         NO FUNDS OR ASSETS OF THE COMPANY SHALL BE CONTRIBUTED TO ANY POLITICAL
PARTY OR ORGANIZATION, OR TO ANY INDIVIDUAL WHO EITHER HOLDS PUBLIC OFFICE OR IS
A CANDIDATE FOR PUBLIC OFFICE.

         The laws of certain countries restrict or prohibit political
contributions by corporate entities. For example, the United Sates Federal
Campaign Act of 1971, as amended, prohibits the contribution of corporate funds
to candidates for federal office or committees formed to support such candidates
or advocate other political causes. The Company shall comply strictly with
applicable laws governing political contributions by corporate entities.

         The following are examples of political activities that are prohibited
by these laws and by the policy of the Company:

         1. Contributions by an employee that are reimbursed through expense
      accounts or in other ways.

         2. Use of Company funds to attend receptions, dinners or other
      fund-raising events for political candidates.

         3. Contributions in kind, such as the loaning of employees to political
      parties, or the use of Company property in political campaigns.

         The Company's policy is not intended to discourage or to prevent any
employee from engaging in political activities in an individual capacity on his
or her own time and at his or her own expense, or from making political
contributions from personal funds. This policy does not discourage or prevent
any Associate form expressing personal views with respect to legislative or
political matters or making lawful voluntary political contributions.

                   PAYMENTS TO FOREIGN GOVERNMENTAL OFFICIALS

         NO COMPANY ASSOCIATE HAS THE AUTHORITY TO OFFER OR MAKE PAYMENTS TO A
FOREIGN OFFICIAL TO INDUCE THAT OFFICIAL TO AFFECT ANY GOVERNMENTAL ACT OR
DECISION IN A MANNER THAT WILL ASSIST THE COMPANY TO OBTAIN OR RETAIN BUSINESS
OR TO SECURE ANY IMPROPER ADVANTAGE.

         The Foreign Corrupt Practices Act ("FCPA") prohibits payments to
foreign officials that are made or even offered corruptly. Corrupt payments for
purposes of the FCPA are payments intended to induce a foreign official to
misuse his or her official position or to fail to perform an official function.
Payments include gifts of substantial value, lavish entertainment, and loans.
The prohibited payment could also be made to obtain or retain business for the
Company. It could also be made to obtain legislation, regulations, or rulings to
benefit the Company's business or to obtain, in general, any "improper
advantage" for the Company.

         The corrupt payment must be made to a foreign official. A foreign
official for purposes of the FCPA is an officer or an employee of a foreign
government or department, agency, or instrumentality thereof, or any person
acting in an official capacity for or on behalf of such government department,
agency, or instrumentality. Officers of state owned and operated enterprises
generally would be regarded as within the purview of the FCPA. The term "foreign
official" also includes political party officials and candidates for political
office. The FCPA likewise prohibits corrupt payments to any person who is not a
foreign official if it is known that all or a part of the payment will be
offered or paid to a foreign official.

                                       9
<PAGE>

         Payments to attorneys, consultants, advisors, suppliers, and customers
of the Company, violate the FCPA if made while knowing that all or a portion of
such payments will be offered, given, or promised to a foreign official for any
of the prohibited purposes stated above.

         Certain types of payments are not covered by the FCPA. So-called
"grease" or "facilitating" payments - payments made to secure or expedite the
performance of routine government actions - typically are not prohibited by the
FCPA. This exception is, however, very narrow and Associates must consult with
Company counsel before considering making such a payment.

                               EMPLOYEE RELATIONS

         IT IS THE COMPANY'S POLICY AND PRACTICE NOT TO DISCRIMINATE AGAINST ANY
EMPLOYEE OR APPLICANT BECAUSE OF RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX,
AGE, SEXUAL ORIENTATION, AND PHYSICAL OR MENTAL DISABILITY.

         The Company desires to create a challenging and supportive environment
where individual contributions and teamwork are highly valued. In order to
establish this environment, the Company seeks for qualified applicants and
expects all employees to be responsible for supporting the Company's equal
opportunity employment policy.

                              UNLAWFUL HARRASSMENT

         THE COMPANY'S POLICY IS THAT ALL EMPLOYEES WORK IN AN ENVIRONMENT FREE
FROM UNWELCOME HARASSMENT BY MANAGERS, EMPLOYEES OR NON-EMPLOYEE THIRD PARTIES
SUCH AS VENDORS, VISITORS, OR GUESTS OF THE COMPANY.

         The Company's policy prohibits sexual harassment and harassment because
of race, color, national origin, ancestry, religion, creed, physical or mental
disability, unfavorable discharge from military service, learning disability,
present or past history of mental disorder, AIDS status, marital status, medical
condition, sexual orientation, age, or any other basis protected by federal,
state or local law.

                              ANTITRUST COMPLIANCE

         THE COMPANY'S POLICY IS TO COMPLY STRICTLY WITH APPLICABLE ANTITRUST
LAWS DOMESTICALLY AND ABROAD. ASSOCIATES OF THE COMPANY MUST AVOID ANY CONDUCT
WHICH MAY BE CONSTRUED AS A VIOLATION OF ANTITRUST LAWS.

         In the United States there are four federal statutes basic to the
federal antitrust legal system - the Sherman Act, the Clayton Act, the
Robinson-Patman Act and the Federal Trade Commission Act. The Sherman Act of
1890 prohibits contracts, combinations, or conspiracies in restraint of trade or
commerce; it also prohibits monopolization or attempts to monopolize any part of
trade or commerce. The Clayton Act of 1914 prohibits exclusive dealing
arrangements and certain mergers and acquisitions and forbids individuals in
certain circumstances from serving simultaneously on the boards of directors of
two or more companies. The Robinson-Patman Act of 1936 prohibits discrimination
in prices or promotional assistance by sellers to customers when the effect may
substantially lessen competition. The Federal Trade Commission Act of 1914
prohibits unfair methods of competition and deceptive practices.

                                       10
<PAGE>

         Foreign sales and the Company's business abroad also require compliance
with the business competition laws of other countries or treaty organizations,
such as the European Union.

         Agreements or understandings between competitors to fix prices,
allocate business or markets, engage in boycotts or to limit supply is
considered per se unlawful and are not defensible under the antitrust laws.

         The antitrust laws are complex and highly technical and not always
clear. Consult with Company legal counsel before engaging in any business
practice that may involve antitrust implications

                             ENVIRONMENT AND SAFETY

         THE COMPANY IS COMMITTED TO THE GOAL OF SAFE, EFFICIENT AND
ENVIRONMENTALLY SOUND BUSINESS PRACTICES AND OPERATIONS. THE COMPANY BELIEVES
THAT SUCH COMMITMENT IS ENTIRELY CONSISTENT WITH ITS ECONOMIC GOALS AND IN THE
BEST INTERESTS OF ITS SHAREHOLDERS.

         The Company is committed to complying with all applicable laws and
regulations relating to protection of the environment and the maintenance of a
safe workplace, and to using all reasonable efforts to operate in a manner that
preserves the environment, conserves natural resources, and protects the safety
and well being of its Associates, customers and the general public. There are
federal, state and local laws and regulations relating to the protection of the
environment and the maintenance of a safe workplace. These laws and regulations
are diverse and far reaching and any violation of them can produce severe
consequences not only for the Company but for each Associate involved in a
violation. The Company policy is to endeavor to comply with standards that
satisfy the laws of all countries in which it operates.


                                       11
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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