Alexander & Alexander Services Inc – ‘10-K’ for 12/31/93 – EX-3.4

As of:  Thursday, 3/31/94   ·   For:  12/31/93   ·   Accession #:  950112-94-842   ·   File #:  1-08282

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Alexander & Alexander                                 22    136K 
 2: EX-3.3      Articles of Incorporation/Organization or By-Laws     14     27K 
 3: EX-3.4      Articles of Incorporation/Organization or By-Laws     35     86K 
 5: EX-10.20    Material Contract                                      5     18K 
 6: EX-10.23    Material Contract                                      7     33K 
 7: EX-10.24    Material Contract                                     11     50K 
 8: EX-10.25    Material Contract                                    292    562K 
 9: EX-10.26    Material Contract                                    303    841K 
 4: EX-10.3     Material Contract                                      8     27K 
10: EX-13.0     Annual or Quarterly Report to Security Holders        50    241K 
11: EX-21       Subsidiaries of the Registrant                         8     46K 
12: EX-23.0     Consent of Experts or Counsel                          1      8K 

EX-3.4   —   Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents

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ALEXANDER & ALEXANDER SERVICES INC.               

BY-LAWS               

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TABLE OF CONTENTS               
-----------------               

                                  Page
                                  ----

ARTICLE I.  STOCKHOLDERS                                                        

Section 1.  Annual Meetings. . . . . . . . . . . .I-1                 
Section 2.  Special Meetings Called by the                            
President or the Board of Directors .I-1    
Section 3.  Special Meetings Called by                                
Stockholders  . . . . . . . . . . . .I-2    
Section 4.  Removal of Directors . . . . . . . . .I-2                 
Section 5.  Voting, Proxies, Record Date . . . . .I-3                 
Section 6.  Quorum . . . . . . . . . . . . . . . .I-3                 
Section 7.  Filing Proxies . . . . . . . . . . . .I-3                 
Section 8.  Place of Meetings. . . . . . . . . . .I-4                 
Section 9.  Order of Business. . . . . . . . . . .I-4                 
Section 10. Informal Action by Stockholders. . . .I-5                 
Section 11. Director Nominations . . . . . . . . .I-5                 
Section 12. New Business . . . . . . . . . . . . .I-8                 

ARTICLE II.  BOARD OF DIRECTORS                                                 

Section 1.  Powers . . . . . . . . . . . . . . . .II-1                
Section 2.  Number, Term of Office, Removal. . . .II-1                
Section 3.  Organization Meetings,                                    
Regular Meetings  . . . . . . . . . .II-2   
Section 4.  Special Meetings . . . . . . . . . . .II-2                
Section 5.  Quorum . . . . . . . . . . . . . . . .II-2                
Section 6.  Notice of Meetings . . . . . . . . . .II-3                
Section 7.  Election . . . . . . . . . . . . . . .II-3                
Section 8.  Vacancies. . . . . . . . . . . . . . .II-3                
Section 9.  Executive and Other Committees . . . .II-4                
Section 10. Rules and Regulations. . . . . . . . .II-5                
Section 11. Compensation of Directors. . . . . . .II-5                
Section 12. Informal Action by the Directors . . .II-5                

ARTICLE III.  OFFICERS                                                          

Section 1.  Officers of the Corporation. . . . . .III-1               
Section 2.  Officers of the Board of Directors . .III-1               
Section 3.  Chief Executive Officer. . . . . . . .III-2               
Section 4.  Chairman, Deputy Chairman or Deputy                       
Chairmen and Vice Chairman or Vice          
Chairmen of the Board . . . . . . . .III-2  
Section 5.  Chairman of the Executive Committee. .III-3               
Section 6.  President. . . . . . . . . . . . . . .III-3               
Section 7.  Chief Operating Officer. . . . . . . .III-4               
Section 8.  Executive Vice-President . . . . . . .III-4               
Section 9.  Senior Vice-President. . . . . . . . .III-4               

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ARTICLE III.  OFFICERS (continued)                                              

Section 10.  Vice-Presidents and                                      
Assistant Vice-Presidents. . . . . . . . . .III-5         
Section 11. Chief Financial Officer. . . . . . . .III-5               
Section 12. Treasurer. . . . . . . . . . . . . . .III-5               
Section 13. Secretary. . . . . . . . . . . . . . .III-5               
Section 14. Controller . . . . . . . . . . . . . .III-6               
Section 15. Assistant Treasurer, Assistant                            
Secretary and Assistant Controller . . . . .III-6         
Section 16. Removal and Term of Contracts. . . . .III-7               
Section 17. Vacancies. . . . . . . . . . . . . . .III-7               
Section 18. Substitutes. . . . . . . . . . . . . .III-7               

ARTICLE IV.  RESIGNATION. . . . . . . . . . . . . . . .IV-1                     

ARTICLE V.  COMMERCIAL PAPER, ETC.. . . . . . . . . . .V-1                      

ARTICLE VI.  STOCK                                                              

Section 1.  Issue. . . . . . . . . . . . . . . . .VI-1                
Section 2.  Transfers. . . . . . . . . . . . . . .VI-1                
Section 3.  Form of Certificates, Procedures . . .VI-1                
Section 4.  Record Dates for Dividends                                
and Stockholders Meetings. . . . . . . . . .VI-1          
Section 5.  Lost Certificate . . . . . . . . . . .VI-2                

ARTICLE VII.  NOTICE                                                            

Section 1.  Notice to Stockholders . . . . . . . .VII-1               
Section 2.  Notice to Directors and Officers . . .VII-1               
Section 3.  Waiver of Notice . . . . . . . . . . .VII-1               

ARTICLE VIII.  VOTING OF STOCK IN OTHER CORPORATIONS. .VIII-1                   

ARTICLE IX.  MISCELLANEOUS PROVISIONS                                           

Section 1.  Distributions. . . . . . . . . . . . .IX-1                
Section 2.  Fiscal Year. . . . . . . . . . . . . .IX-1                
Section 3.  Seal . . . . . . . . . . . . . . . . .IX-1                
Section 4.  Non-Applicability of Maryland                             
Control Share Act . . . . . . . . . . . . . .IX-1           

ARTICLE X.  INDEMNIFICATION . . . . . . . . . . . . . .X-1                      

ARTICLE XI.  AMENDMENTS . . . . . . . . . . . . . . . .XI-1                     

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ARTICLE I.  STOCKHOLDERS              
------------------------              

SECTION 1.     Annual Meetings.                                                 
---------------                                   

The Annual Meeting of the Stockholders of the Corporation             

shall be held on the third Thursday of May of every year at 9:30                

A.M., or on such other date or at such other time within the period             

beginning on the Fifteenth (15th) day preceding, and ending on the              

Fifteenth (15th) day following, such third Thursday in May, as may              

be fixed from time to time by the Board of Directors.  Not less                 

than ten (10) nor more than ninety (90) days written or printed                 

notice stating the place, day and hour of each annual meeting shall             

be given in the manner provided in Section 1 of Article VII hereof.             

The business to be transacted at the annual meeting shall include               

the election of directors, and any other business within the power              

of the Corporation.  All annual meetings shall be general meetings.             

SECTION 2.     Special Meetings Called by the President or the                  
-----------------------------------------------   
Board of Directors.                               
------------------                                

At any time in the interval between annual meetings, special          

meetings of stockholders may be called by the President, or by a                

majority of the Board of Directors.  Not less than ten (10) nor                 

more than ninety (90) days written or printed notice stating the                

place, day and hour of such meeting and the business proposed to be             

transacted thereat shall be given in the manner provided in Section             

1 of Article VII hereof.  No business shall be transacted at any                

special meeting except that named in the notice.                                

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SECTION 3.     Special Meeting Called by Stockholders.                          
--------------------------------------            

Upon the request in writing delivered to the President or             

Secretary by the holders of twenty-five (25%) percent or more of                

all shares outstanding and entitled to vote, it shall be the duty               

of such President or Secretary to call forthwith a special meeting              

of the stockholders.  Such request shall state the purpose or                   

purposes of such meeting and the matters proposed to be acted on                

thereat.  The Secretary shall inform such stockholders of the                   

reasonably estimated costs of preparing and mailing the notice of               

the meeting.  If upon payment of such costs to the Corporation, the             

person to whom such request in writing shall have been delivered                

shall fail to issue a call for such meeting within ten (10) days                

after the receipt of such request and payment of costs, then the                

stockholders owning twenty-five (25%) percent or more of the voting             

shares, may do so upon giving not more than thirty (30) days and                

not less than fifteen (15) days notice of the time, place and                   

object of the meeting in the manner provided in Section 1 of                    

Article VII hereof.                                                             

SECTION 4.     Removal of Directors.                                            
--------------------                              

At any special meeting of the stockholders called in the              

manner provided for by this Article, the stockholders, by the vote              

of a majority of all shares of stock outstanding and entitled to                

vote, may remove any director or directors from office and may                  

elect a successor or successors to fill any resulting vacancies for             

the remainder of his or their term.                                             

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SECTION 5.     Voting, Proxies, Record Date.                                    
----------------------------                      

At all meetings of stockholders any stockholder shall be              

entitled to vote by proxy.  Such proxy shall be in writing and                  

signed by the stockholder or by his duly authorized attorney in                 

fact.  The proxy shall be dated but need not be sealed, witnessed               

or acknowledged.  The Board of Directors may fix the record date                

for the determination of stockholders entitled to vote in the                   

manner provided in Article VI of Section 4 of these By-Laws.                    

SECTION 6.     Quorum.                                                          
------                                            

A quorum at any annual or special meeting of the stockholders         

shall consist of a majority of the shares outstanding and entitled              

to vote whether represented in person or by proxy.  If at any                   

annual or special meeting of stockholders a quorum shall fail to                

attend in person or by proxy, a majority in interest attending in               

person or by proxy may, without further notice, adjourn the meeting             

from time to time, not exceeding sixty (60) days in all, until a                

quorum shall attend, and thereupon any business may be transacted               

which might have been transacted at the meeting as originally                   

called had the same been held at the time so called.                            

SECTION 7.     Filing Proxies.                                                  
--------------                                    

At all meetings of stockholders, the proxies shall be filed           

with and be verified by the Secretary of the Corporation, or if the             

meeting shall so decide, by the Secretary of the meeting.                       

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SECTION 8.     Place of Meetings.                                               
-----------------                                 

All meetings of stockholders shall be held in the state of            

incorporation, or at such other place within the United States as               

may be fixed from time to time by the Board of Directors or                     

Executive Committee of the Corporation and designated in the                    

notice.                                                                         

SECTION 9.     Order of Business.                                               
-----------------                                 

At all meetings of stockholders, any stockholder, present and         

entitled to vote in person or by proxy shall be entitled to                     

require, by written request to the Chairman of the meeting, that                

the order of business shall be as follows:                                      

1.   Organization of the meeting.                                     

2.   Submission by Secretary or by Inspectors, if any shall           

have been elected or appointed, of a list of the stockholders                   

entitled to vote, present in person or by proxy.                                

3.   Proof of notice of meeting or of waivers thereof.  (The          

certificate of the Secretary of the Corporation, or the affidavit               

of any other person who mailed or published the notice or caused                

the same to be mailed or published, being proof of service of                   

notice).                                                                        

4.   If an annual meeting, or a meeting called for that               

purpose, reading of unapproved minutes of preceding meetings, and               

action thereon.                                                                 

5.   Reports.                                                         

6.   Appointment of tellers, or if stockholders so desire, the        

election of inspectors.                                                         

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7.   If an annual meeting, or a meeting called for that               

purpose, the election of directors.                                             

8.   Unfinished business.                                             

9.   New business.                                                    

10.   Adjournment.                                                      

SECTION 10.    Informal Action by Stockholders.                                 
-------------------------------                   

Any action required or permitted to be taken at any meeting of        

stockholders may be taken without a meeting if a consent in writing             

setting forth such action is signed by all the stockholders                     

entitled to vote thereon, and any of the stockholders entitled to               

notice of a meeting but not to vote thereat have waived in writing              

any rights which they may have to dissent from such action, and                 

such consent and waiver are filed with the records of the                       

Corporation.                                                                    

SECTION 11.  Director Nominations.                                              
--------------------                                  

Nominations of candidates for election as directors at any            

meeting of stockholders may be made (a) by or at the recommendation             

of a majority of the directors then in office or (b) by any                     

stockholder of the Corporation who is a stockholder of record at                

the time of giving of notice provided for in this Section, who                  

shall be entitled to vote for the election of directors at the                  

meeting, and who complies with the notice procedures set forth in               

this Section. Only persons nominated in accordance with the                     

procedures set forth in this Section shall be eligible for election             

as directors by the stockholders.                                               

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Nominations, other than those made by or at the recommendation          

of the Board of Directors, shall be made pursuant to timely notice              

in writing to the Secretary of the Corporation as set forth in this             

Section.  To be timely, a stockholder's notice shall be delivered               

to, or mailed to and received at, the principal executive offices               

of the Corporation, not less than sixty (60) days nor more than                 

ninety (90) days prior to the date of the meeting, as established               

pursuant to Section 1 or Section 2 of Article I hereof (depending               

on whether the meeting is an annual meeting or special meeting),                

regardless of any postponement, deferral, or adjournment of that                

meeting to a later date (provided, however, that if less than                   

seventy (70) days' notice or prior public disclosure of the date of             

the scheduled meeting is given or made, notice by the stockholder               

to be timely must be so delivered or received not later than the                

close of business on the tenth (10th) day following the earlier of              

the day on which such notice of the date of the scheduled meeting               

was given or the day on which such public disclosure was made).                 

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 such person, (ii) the principal occupation or              

employment of such person, (iii) the class and number of shares of              

the Corporation's stock which are beneficially owned (as defined in             

Rule 13d-3 under the Securities Exchange Act of 1934, as amended                

(the "1934 Act")) by such person on the date                                    

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of such stockholder's notice, (iv) such person's written consent to             

being nominated and, if elected, to serving as a director, and (v)              

any other information relating to such person that is required to               

be disclosed in solicitations of proxies with respect to nominees               

for election as directors, or is otherwise required, in each case               

pursuant to Regulation 14A under the 1934 Act, and (b) as to the                

stockholder giving the notice (i) the name and address, as they                 

appear on the Corporation's books, of such stockholder and (ii) the             

class and number of shares of the Corporation's stock which are                 

beneficially owned (as defined in Rule 13d-3 under the 1934 Act) by             

such stockholder.  At the request of the Board of Directors, any                

person nominated by or at the recommendation of the Board for                   

election as a director shall promptly furnish to the Secretary of               

the Corporation the information required to be set forth in a                   

stockholder's notice of nomination which pertains to the nominee.               

The presiding officer of the meeting shall determine and              

declare at the meeting whether the nomination was made in                       

accordance with the terms of this Section.  If the presiding                    

officer determines that a nomination was not made in accordance                 

with the terms of this Section, the defective nomination shall be               

disregarded.                                                                    

Ballots bearing the names of all the persons who have been            

nominated for election as directors at a meeting in accordance with             

the procedures set forth in this Section shall be provided                      

for use at the meeting.                                                         

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Notwithstanding the foregoing provisions of this Section, a           

stockholder shall also comply with all applicable requirements of               

the 1934 Act and the rules and regulations thereunder with respect              

to the matters set forth in this Section.                                       

SECTION 12.  New Business.                                                      
------------                                          

At an annual meeting of stockholders, only such new business          

shall be conducted, and only such proposals shall be acted upon, as             

shall have been brought before the annual meeting (a) by or at the              

recommendation of a majority of the directors then in office or (b)             

by any stockholder of record at the time of giving of notice                    

provided for in this Section who complies with the notice                       

procedures set forth in this Section.  For a proposal to be                     

properly brought before an annual meeting by a stockholder, the                 

stockholder must have given timely notice thereof in writing to the             

Secretary of the Corporation.  To be timely, a stockholder's notice             

must be delivered to, or mailed and received at, the principal                  

executive offices of the Corporation, not less than sixty (60) days             

nor more than ninety (90) days prior to the date of the meeting, as             

established pursuant to Section 1 of Article I hereof regardless of             

any postponement, deferral, or adjournment of that meeting to a                 

later date (provided, however, that if less than seventy (70) days'             

notice or prior public disclosure of the date of the scheduled                  

meeting is given or made, notice by the stockholder to be timely                

must be so delivered or received not later than the close of                    

business on the tenth (10th) day following the earlier of the                   

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day on which such notice of the date of the scheduled meeting was               

given or the day on which such public disclosure was made).  Such               

stockholder's notice shall set forth as to each matter the                      

stockholder proposes to bring before the annual meeting (a) a brief             

description of the proposal desired to be brought before the annual             

meeting and the reasons for conducting such business at the annual              

meeting; (b) the name and address, as they appear on the                        

Corporation's books, of the stockholder proposing such business;                

(c) the class and number of shares of the Corporation's stock which             

are beneficially owned (as defined in Rule 13d-3 under the 1934                 

Act) by the stockholder; and (d) any material interest of the                   

stockholder in such proposal.                                                   

The presiding officer of the annual meeting shall determine           

and declare at the annual meeting whether the stockholder proposal              

was made in accordance with the terms of this Section.  If the                  

presiding officer determines that a stockholder proposal was made               

in accordance with the terms of this Section, ballots shall be                  

provided for use at the meeting with respect to any such proposal.              

If the presiding officer determines that a stockholder proposal was             

not made in accordance with the terms of this Section, such                     

proposal shall not be acted upon at the annual meeting.                         

Notwithstanding the foregoing provisions of this Section, a           

stockholder shall also comply with all applicable requirements of               

the 1934 Act and the rules and regulations thereunder with respect              

to the matters set forth in this Section.  This Section shall not               

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prevent the consideration and approval or disapproval at the annual             

meeting of reports of officers, directors and committees of the                 

Board of Directors, but, in connection with such reports, no new                

business shall be acted upon at such annual meeting unless stated,              

filed and received as herein provided.                                          

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ARTICLE II.  BOARD OF DIRECTORS             
-------------------------------             

SECTION 1.    Powers.                                                         
------                                            

The Board of Directors shall have the control and management          

of the affairs, business and properties of the Corporation.  They               

shall have and exercise in the name of the Corporation and on                   

behalf of the Corporation all the rights and privileges legally                 

exercisable by the Corporation, except as otherwise provided by                 

law, by the Charter or by these By-Laws.  A director need not be a              

stockholder.                                                                    

SECTION 2.     Number, Term of Office, Removal.                                 
-------------------------------                   

The number of directors of the Corporation shall be the number        

named in the Charter; provided, however, that such number may be                

increased or decreased from time to time by vote of a majority of               

the whole Board of Directors to a number not exceeding twenty (20)              

and not less than three (3), but the tenure of office of directors              

shall not be affected by any decrease in the number of directors so             

made by the Board.  The first directors of the Corporation shall                

hold their office until the first annual meeting of the Corporation             

or until their successors are elected and qualify, and thereafter               

the directors shall hold office for the term of one (1) year, or                

until their successors are elected and qualify.  The Board of                   

Directors shall keep minutes of its meetings and a full account of              

its transactions.  A director may be removed from office as                     

provided in Article I. Section 4, hereof.                                       

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SECTION 3.     Organization Meetings, Regular Meetings.                         
---------------------------------------           

After each meeting of stockholders at which a Board of                

Directors shall have been elected, the Board of Directors so                    

elected shall meet for the purpose of organization and the                      

transaction of other business, at such time and place as may be                 

designated by the stockholders at such meeting; or, in the absence              

of such designation, shall meet as soon as practicable.  No notice              

of the organization meeting shall be required if it is held at the              

same place and immediately following the annual meeting of                      

stockholders.  The Board of Directors may provide by resolution the             

time and place, either within or without the state of                           

incorporation, for the holding of regular meetings of the Board of              

Directors without other notice than such resolution.                            

SECTION 4.     Special Meetings.                                                
----------------                                  

Special meetings of the Board may be called by the President          

or by any two (2) of the directors.  At least forty-eight (48)                  

hours notice shall be given of all special meetings; with the                   

consent of the majority of the directors, a shorter notice may be               

given.  Special meetings may be held at such time and place,                    

without or within the State of Maryland, as may be fixed by the                 

party making the call.                                                          

SECTION 5.     Quorum.                                                          
------                                            

A majority of the Board of Directors shall constitute a quorum        

for the transaction of business at every meeting of the Board of                

Directors; but if at any meeting there be less than a quorum                    

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present, a majority of those present may adjourn the meeting from               

time to time, but not for a period exceeding sixty (60) days in                 

all, without notice other than by announcement at the meeting until             

a quorum shall attend.  At any such adjourned meeting at which a                

quorum shall be present, any business may be transacted which might             

have been transacted at the meeting as originally notified.                     

SECTION 6.     Notice of Meetings.                                              
------------------                                

Notice of the place, day, hour, and agenda of every regular           

and special meeting of the Board of Directors shall be given to                 

each Director, in the manner provided in Section 2 of Article VII               

hereof.  Subsequent to each Board meeting, and as soon as possible              

thereafter, each Director shall be furnished with a copy of the                 

minutes of said meeting and a list of those actions to be                       

undertaken by the individual Directors before the next meeting of               

the Board of Directors.  Said Director shall then send his comments             

on the minutes to the Secretary.                                                

SECTION 7.     Election.                                                        
--------                                          

At each meeting of the stockholders for the election of               

directors at which a quorum is present, the directors shall be                  

elected by a plurality of the votes validly cast in such election.              

There shall be no cumulative voting for directors.                              

SECTION 8.     Vacancies.                                                       
---------                                         

If the office of a director becomes vacant, including the             

removal of a director by the stockholders, pursuant to Article I,               

Section 4 hereof, if the stockholders then fail to appoint another              

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in his place, or if the number of directors is increased, such                  

vacancy may be filled by the Board by a vote of the majority of the             

directors then in office, (although such majority is less than a                

quorum).  The stockholders may, however, at any time during the                 

term of such director, elect some other person to fill said                     

vacancy, and thereupon the election by the Board shall be                       

superseded, and such election by the stockholders shall be deemed a             

filling of the vacancy and not a removal, and may be made at any                

meeting called for that purpose.  If the entire Board of Directors              

shall become vacant, any stockholder may call a special meeting in              

the same manner that the President may call such meeting, and                   

directors for the unexpired term may be elected at such special                 

meeting, in the manner provided for their election at annual                    

meetings.                                                                       

SECTION 9.     Executive and Other Committees.                                  
------------------------------                    

The Board of Directors may appoint from among its members an          

Executive Committee and other committees, composed of two or more               

directors, to serve at the pleasure of the Board of Directors.                  

The Board of Directors may delegate to committees appointed           

under this Section 9 of Article II any of the powers of the Board               

of Directors, except the power to declare dividends or                          

distributions on stock, to issue stock except pursuant to a general             

formula or method specified by the Board of Directors by resolution             

or by adoption of a stock option or other plan, to recommend to the             

stockholders any action which requires stockholder approval, to                 

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amend the By-Laws, or to approve any merger or share exchange which             

does not require stockholder approval.                                          

SECTION 10.    Rules and Regulations.                                           
---------------------                             

The Board of Directors may adopt such rules and regulations           

for the conduct of their meetings and the management of the affairs             

of the Corporation as they may deem proper and not inconsistent                 

with the laws of the State of Maryland or these By-Laws or the                  

Charter.                                                                        

SECTION 11.    Compensation of Directors.                                       
-------------------------                         

The Board of Directors shall have power from time to time to          

authorize the payment of compensation to the Board of Directors for             

past or future services to the Corporation, including fees for                  

attendance at meetings of the Board of Directors and of committees.             

SECTION 12.    Informal Action by the Directors.                                
--------------------------------                  

Any action required or permitted to be taken at any meeting of        

the Board may be taken without a meeting if a written consent to                

such action is signed by all members of the Board and such consent              

is filed with the minutes of the Board.                                         

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ARTICLE III.  OFFICERS          
----------------------          

SECTION 1.     Officers of the Corporation.                                     
---------------------------                       

The officers of the Corporation (hereinafter in this Article III      

being referred to as "officers") may consist of a Chief Executive               

Officer, a President, a Chief Financial Officer, one or more                    

Executive Vice Presidents, one or more Senior Vice Presidents, one or           

more Vice Presidents, one or more Assistant Vice Presidents, a                  

Controller, one or more Assistant Controllers, a Treasurer, one or              

more Assistant Treasurers, a Secretary, and one or more Assistant               

Secretaries.  All of said officers shall be elected by the Board of             

Directors and, except officers holding contracts for fixed terms,               

shall hold office only during the pleasure of the Board or until                

their successors are chosen and qualify.  Any two or more of the                

above offices, except those of President and Vice President, may be             

held by the same person, but no officer shall execute, acknowledge or           

verify any instrument in more than one capacity, when such instrument           

is required to be executed, acknowledged or verified by any two or              

more officers.  The Chief Executive Officer and the President may be            

chosen from among the directors.  The Board of Directors may from               

time to time appoint such other agents and employees, with such                 

powers and duties as they may deem proper.  In its discretion, the              

Board of Directors may leave unfilled any offices except those of               

President, Treasurer and Secretary.                                             

Section 2.     Officers of the Board of Directors.                              
----------------------------------                

The officers of the Board of Directors (hereinafter in this           

Article III being referred to as "Board officers") may consist of a             

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Chairman of the Board, one or more Deputy Chairmen of the Board,                

one or more Vice Chairmen of the Board and a Chairman of the                    

Executive Committee.  All of said Board officers shall be elected               

by the Board of Directors and shall hold office only during the                 

pleasure of the Board or until their successors are chosen and                  

qualify.  The Chairman of the Executive Committee may also be the               

Chairman or a Deputy Chairman or a Vice Chairman of the Board.                  

The Board officers shall be chosen from among the directors.  In                

its discretion, the Board of Directors may leave unfilled any Board             

office except those of Chairman of the Board and Chairman of the                

Executive Committee.                                                            

SECTION 3.     Chief Executive Officer.                                         
-----------------------                           

The Board of Directors may designate the Chief Executive              

Officer from among the elected officers who are directors.  Said                

officer shall have responsibility for the implementation of the                 

policies of the Corporation, which are to be determined by the                  

Board of Directors, and for the administration of the business                  

affairs of the Corporation.  He shall submit a report of the                    

operations of the Corporation for the year and the state of its                 

affairs as of the 31st day of December of the preceding year to the             

stockholders and directors and shall from time to time report to                

the directors on all matters within his knowledge which the                     

interests of the Corporation may require to be brought to their                 

notice.                                                                         

SECTION 4.  Chairman, Deputy Chairman or Deputy Chairmen and Vice               
-----------------------------------------------------   
Chairman or Vice Chairmen of the Board.           
--------------------------------------            

The Chairman of the Board shall preside over the meetings of          

the Board and of the stockholders at which he shall be present.  In             

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the absence of the Chairman of the Board, any Deputy Chairman or                

Vice Chairman, as designated by or on behalf of the Chairman, shall             

preside at such meetings at which he shall be present.  The                     

Chairman of the Board, the Deputy Chairman or Deputy Chairmen, and              

the Vice Chairman or Vice Chairmen of the Board shall,                          

respectively, perform such other duties as may be assigned to him               

or them by the Board of Directors, the Executive Committee, or with             

respect to the Deputy Chairman or Deputy Chairmen and Vice Chairman             

or Vice Chairmen, by the Chairman.                                              

SECTION 5.     Chairman of the Executive Committee.                             
-----------------------------------               

The Chairman of the Executive Committee shall preside over the        

meetings of the Executive Committee at which he shall be present                

and perform such other duties as assigned to him by the Board of                

Directors or Executive Committee.                                               

SECTION 6.     President.                                                       
---------                                         

The President shall have responsibility for the active                

management of the business and general supervision and direction of             

all of the affairs of the Corporation.  In the absence of the                   

Chairman, all Deputy Chairmen and Vice-Chairmen of the Board, the               

President shall preside at all meetings of the Board of Directors               

and of the stockholders at which he shall be present.  Unless the               

President is also a Director, the President shall not have a vote               

at any meeting at which he shall preside under this section.  The               

President shall report to the Chief Executive Officer and in the                

absence of the Chief Executive Officer to the Board of Directors,               

the Executive Committee or the Chairman, as appropriate.  In the                

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absence of a designation of a Chief Executive Officer by the Board              

of Directors, the President shall be the principal executive                    

officer of the Corporation.  The President's duties shall be                    

construed to cover the authority to sign or endorse stock                       

certificates and to sign other documents (a) representing                       

investments of the Corporation and (b) necessary to sell or                     

otherwise dispose of the same.  The President shall perform such                

other duties as the Board of Directors, the Executive Committee,                

the Chairman or the Chief Executive Officer may direct.                         

SECTION 7.     Chief Operating Officer.                                         
-----------------------                           

The Board of Directors may designate a Chief Operating Officer        

from among the elected officers.  Said officer shall have the                   

responsibility and duties as set forth by the Board of Directors,               

Executive Committee, the Chairman, the Chief Executive Officer or               

the President.                                                                  

SECTION 8.     Executive Vice-President.                                        
------------------------                          

The Executive Vice-President or Executive Vice-Presidents             

shall be vested with all the powers and perform all the duties of               

the President in his absence.  He or they may sign certificates of              

stock, and shall perform such other duties as may be prescribed by              

the Board of Directors, the Executive Committee, the Chairman, the              

Chief Executive Officer or the President.                                       

SECTION 9.     Senior Vice-President.                                           
---------------------                             

The Senior Vice-President or Senior Vice-Presidents shall be          

vested with all the powers and shall perform the duties of the                  

Executive Vice-President or Executive Vice-Presidents in his or                 

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their absence, and shall perform such other duties as may be                    

prescribed by the Board of Directors, the Executive Committee, the              

Chairman, the Chief Executive Officer, or the President.                        

SECTION 10.    Vice-Presidents and Assistant Vice-Presidents.                   
---------------------------------------------     

The Vice-Presidents and Assistant Vice-Presidents shall be            

vested with all the powers and shall perform the duties of the                  

Senior Vice-President or Senior Vice-Presidents in his or their                 

absence, and shall perform such other duties as may be prescribed               

by the Board of Directors, the Executive Committee, the Chairman,               

the Chief Executive Officer or the President.                                   

SECTION 11.    Chief Financial Officer.                                         
-----------------------                           

The Board may designate a Chief Financial Officer.  Said              

officer shall be responsible for the maintenance, supervision and               

control of the accounting records of the Corporation and he shall               

be directly responsible for all accounting and auditing activities              

procedures and such other responsibilities and duties as prescribed             

by the Board of Directors, Executive Committee, the Chairman, the               

Chief Executive Officer, or the President.                                      

SECTION 12.    Treasurer.                                                       
---------                                         

The Treasurer shall perform such duties as may be assigned to         

him by the Chief Financial Officer, the Board of Directors, the                 

Executive Committee, the Chairman, the Chief Executive Officer or               

the President.                                                                  

SECTION 13.    Secretary.                                                       
---------                                         

The Secretary shall keep the minutes of the meetings of the           

stockholders and of the Board of Directors, and shall attend to the             

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giving and serving of all notices of the Corporation required by                

law or these By-Laws.  He shall maintain at all times in the                    

principal office of the Corporation at least one copy of the                    

By-Laws with all amendments to date, and shall make the same,                   

together with the minutes of the meetings of the stockholders, the              

annual statement of the affairs of the Corporation and any voting               

trust agreement on file at the office of the Corporation, available             

for inspection by any officer, director or stockholder during                   

reasonable business hours.  He shall perform such other duties as               

may be assigned to him by the Board of Directors, the Executive                 

Committee, the Chairman, the Chief Executive Officer or the                     

President.                                                                      

SECTION 14.    Controller.                                                      
----------                                        

The Controller shall perform such duties as assigned to him by        

the Chief Financial Officer, the Board of Directors, the Executive              

Committee, the Chairman, the Chief Executive Officer or the                     

President.                                                                      

SECTION 15.    Assistant Treasurer, Assistant Secretary and                     
--------------------------------------------      
Assistant Controller                    
--------------------                    

The Assistant Treasurers, Assistant Secretaries, and Assistant        

Controllers shall perform such duties as may from time to time be               

assigned to them by the Treasurer, the Secretary, and the                       

Controller, respectively, the Board of Directors, the Executive                 

Committee, the Chairman, the Chief Executive Officer or the                     

President.                                                                      

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SECTION 16.    Removal and Term of Contracts.                                   
-----------------------------                     

The Board of Directors shall have the power at any regular or         

special meeting to remove any officer and Board Officer, with or                

without cause, except an officer holding a contract for a fixed                 

term, and such action shall be conclusive on the officer and Board              

Officer so removed.  The Board may authorize any officer to remove              

subordinate officers.  The Board of Directors may authorize the                 

Corporation's employment of an officer or other employee for a                  

period in excess of the term of the Board.                                      

SECTION 17.    Vacancies.                                                       
---------                                         

The Board of Directors, at any regular or special meetings,           

shall have the power to fill a vacancy occurring in any office                  

(including an office held by a Board Officer) for the unexpired                 

portion of the term.                                                            

SECTION 18.    Substitutes for Officers.                                        
------------------------                          

The Board of Directors may from time to time in the absence of        

any one of said officers, or, at any other time, designate any                  

other person or persons, on behalf of the Corporation, to sign any              

contracts, deeds, notes or other instruments in the place or stead              

of any of said officers, and may designate any person to fill any               

one of said offices, temporarily or for any particular purpose; and             

any instruments so signed in accordance with a resolution of the                

Board shall be the valid act of this Corporation as fully as if                 

executed by any regular officer.                                                

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ARTICLE IV.  RESIGNATION            
------------------------            

Any director or officer may resign his office at any time.            

Such resignation shall be made in writing and shall take effect                 

from the time of its receipt by the Corporation, unless some time               

be fixed in the resignation, and then from that date.  The                      

acceptance of a resignation shall not be required to make it                    

effective.                                                                      

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ARTICLE V.  COMMERCIAL PAPER, ETC.            
----------------------------------            

All bills, notes, checks, drafts and commercial paper of all          

kinds to be executed by the Corporation as maker, acceptor,                     

endorser or otherwise and all assignments and transfers of stock,               

contracts, deeds, mortgages, bonds or other written obligations of              

the Corporation, and all negotiable instruments, shall be made in               

the name of the Corporation and shall be signed by two persons, or              

such greater or lesser number of persons, as may be designated by               

the Board of Directors or Executive Committee.                                  

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ARTICLE VI.  STOCK            
------------------            

SECTION 1.     Issue.                                                           
-----                                             

All certificates of stock shall be signed by the Chairman,            

President or Executive Vice-President, and countersigned by the                 

Secretary or Assistant Secretary or Treasurer or Assistant                      

Treasurer, and sealed with the seal of the Corporation.                         

SECTION 2.     Transfers.                                                       
---------                                         

No transfers of stock shall be recognized or binding upon the         

Corporation until recorded on the books of the Corporation upon                 

surrender and cancellation of certificates for a like number of                 

shares duly endorsed.                                                           

SECTION 3.     Form of Certificates, Procedures.                                
--------------------------------                  

The Board of Directors shall have power and authority to              

determine the form of stock certificates (except in so far as                   

prescribed by law), and to make all rules and regulations, as they              

may deem expedient concerning the issue, transfer and registration              

of said certificates, and to appoint one or more transfer agents                

and/or registrars to countersign and register the same.                         

SECTION 4.     Record Dates for Dividends and Stockholders                      
-------------------------------------------       
Meetings                                
--------                                

The Board of Directors may fix the time, not exceeding twenty         

(20) days preceding the date of any meeting of stockholders, or any             

dividend payment date or any date for the allotment of rights,                  

during which the books of the Corporation shall be closed against               

transfers of stock, or the Board of Directors may fix a date not                

exceeding ninety (90) days preceding the date of any meeting of                 

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stockholders, or not exceeding sixty (60) days preceding any                    

dividend payment date or any date for the allotment of rights, as a             

record date for the determination of the stockholders entitled to               

notice of and to vote at such meetings, or entitled to receive such             

dividends or rights, as the case may be, and only stockholders of               

record on such dates shall be entitled to notice of and to vote at              

such meeting or to receive such dividends or rights, as the case                

might be.  In the case of a meeting of stockholders the record date             

shall be fixed not less than ten (10) days prior to the date of the             

meeting.                                                                        

SECTION 5.     Lost Certificate.                                                
----------------                                  

In case any certificate of stock is lost, mutilated, or               

destroyed, the Board of directors may issue a new certificate in                

place thereof, under such terms and conditions as the Board of                  

Directors may deem advisable.                                                   

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ARTICLE VII.  NOTICE            
--------------------            

SECTION 1.     Notice to Stockholders.                                          
----------------------                            

Whenever by law or these By-Laws, notice is required to be            

given to any stockholder, such notice may be given to each                      

stockholder by leaving the same with him or at his residence or                 

usual place of business, or by mailing it, postage prepaid, and                 

addressed to him at this address as it appears on the books of the              

Corporation.  Such leaving or mailing of notice shall be deemed the             

time of giving such notice.                                                     

SECTION 2.     Notice to Directors and Officers.                                
--------------------------------                  

Whenever by law or these By-Laws, notice is required to be            

given to any Director or Officer, such notice may be given in any               

one of the following ways: by personal notice to such Director or               

Officer, by telephone communication with such Director or Officer               

personally, by wire, addressed to such Director or Officer at his               

then address or at his address as it appears on the books of the                

Corporation, or by depositing the same in writing in the post                   

office or in a letter box in a postpaid, sealed wrapper addressed               

to such Director or Officer at his then address or at his address               

as it appears on the books of the Corporation; and the time when                

such notice shall be mailed or consigned to a telegraph company for             

delivery shall be deemed to be the time of the giving of such                   

notice.                                                                         

SECTION 3.     Waiver of Notice.                                                
----------------                                  

Notice to any stockholder or director of the time, place              

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and/or purpose of any meeting of stockholders or directors required             

by these By-Laws may be dispensed with if such stockholder shall                

either attend in person or by proxy, or if such director shall,                 

attend in person, or if such absent stockholder or director shall,              

in writing filed with the records of the meeting either before or               

after the holding thereof, waive such notice.                                   

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ARTICLE VIII.  VOTING OF STOCK IN OTHER CORPORATIONS            
----------------------------------------------------            

Any stock in other corporations, which may from time to time          

be held by the Corporation, may be represented and voted at any                 

meeting of stockholders of such other corporations by the President             

or a Vice-President or by proxy or proxies appointed by the                     

President or a Vice-President, or otherwise pursuant to                         

authorization thereunto given by a resolution of the Board of                   

Directors adopted by a vote of a majority of the Directors.                     

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ARTICLE IX.  MISCELLANEOUS PROVISIONS             
-------------------------------------             

SECTION 1.     Distributions.                                                   
-------------                                     

Subject to any applicable provision of law and to any                 

restriction in the charter of the Corporation or in these By-Laws,              

the Board of Directors may in its discretion authorize and declare              

dividends, and authorize other distributions, by the Corporation to             

the stockholders and may also fix the record date for determination             

of stockholders entitled to receive any such dividend or other                  

distribution and the date of payment of such dividend or the making             

of such other distribution.                                                     

SECTION 2.     Fiscal Year.                                                     
-----------                                       

The fiscal year shall be January 1st to December 31st unless          

otherwise provided by the Board of Directors.                                   

SECTION 3.     Seal.                                                            
----                                              

The seal of the Corporation shall be circular in form,                

denoting the name of the Corporation along with the year                        

incorporated and state of incorporation.  The seal impressed on the             

margin hereof being hereby adopted as the corporate seal of the                 

Corporation.                                                                    

SECTION 4.     Non-Applicability of Maryland Control Share Act.                 
-----------------------------------------------   

Any acquisition of shares of stock of the Corporation is,             

pursuant to Section 3-702(b) of the Maryland General Corporation                

Law (the "MGCL") (or any successor or replacement provision or                  

statute), hereby approved for purposes of, and exempted from the                

provisions of, Subtitle 7 of Title 3 of the MGCL (or any successor              

or replacement provision or statute).                                           

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ARTICLE X.  INDEMNIFICATION             
---------------------------             

To the maximum extent permitted by the Maryland General               

Corporation Law, as from time to time amended, the Corporation                  

shall indemnify its currently acting and its former directors and               

any person who serves or has served, at the request of the                      

Corporation, as a trustee of any employee benefit plan, against any             

and all liabilities and expenses incurred in connection with their              

services in such capacities.  The Corporation shall indemnify its               

currently acting and its former officers to the same extent that it             

indemnifies its currently acting and its former directors, and may              

indemnify its currently acting and its former officers to such                  

further extent as is consistent with law.  The Corporation may                  

indemnify its employees and agents and any person who serves or has             

served as a director, officer, partner, trustee, employee or agent              

of a subsidiary of the Corporation, or at the request of the                    

Corporation, of another corporation, partnership, joint venture,                

trust or other enterprise to the extent determined by the Board of              

Directors.  The Corporation may also advance expenses, to the                   

extent permitted by the Maryland General Corporation Law, to                    

persons referred to in this Article.  As used herein, the term                  

"subsidiary" shall mean any corporation of which a majority of the              

issued and outstanding shares of voting stock was owned or                      

controlled by the Corporation at the time of the service to which               

the proposed indemnification relates, and shall include all tiers               

of such subsidiaries.                                                           

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ARTICLE XI.  AMENDMENTS             
-----------------------             

These By-Laws may be added to, altered, amended, repealed or          

suspended by a majority vote of the entire Board of Directors at                

any regular meeting of the Board or at any special meeting called               

for that purpose.  Any action of the Board of Directors in adding               

to, altering, amending, repealing or suspending these By-Laws may               

be changed or rescinded at the annual meeting of stockholders next              

following the date on which a report including such amendment has               

been filed with the Securities and Exchange Commission by majority              

vote of all of the stock outstanding and entitled to vote as of the             

record date for determining stockholders entitled to vote at the                

meeting.  In no event shall the Board of Directors have any power               

to amend this Article.                                                          

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