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                                 "ARTICLE IX.                      EXHIBIT 3(a)

                                   Treasurer

       The Treasurer shall have custody of, and shall manage and invest, all
moneys and securities of the Corporation, and shall have such powers and duties
as generally pertain to the office of Treasurer.
       To the extent not invested, the Treasurer shall deposit all moneys in
such banks or other places of deposit as the Board of Directors may from time
to time designate or as may be designated by any officer or officers of the
Corporation so authorized by resolution of the Board of Directors.  Unless
otherwise provided by the Board of Directors, all checks, drafts, notes and
other orders for the payment of money from a disbursing account shall be signed
by the Treasurer or such person or persons as may be designated by name by the
Treasurer in writing.  The Treasurer's signature and, if authorized by the
Treasurer in writing, the signature of such person or persons as may be
designated by the Treasurer as provided above, to a check, draft, note or other
order for the payment of money from a disbursing account may be by facsimile or
other means.  Procedures for withdrawal of moneys from accounts other than
disbursing accounts shall require the approval and signature of the Treasurer,
an assistant treasurer or such person or persons as may be designated by name
by the Treasurer in writing and also of the Controller, an assistant controller
or such person 




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or persons as may be designated by name by the Controller in writing.

       The Treasurer shall have such other powers and perform such other duties
as may be assigned by the Board of Directors.  The Chief Financial Officer of
the Corporation shall have all of the powers granted to the Treasurer under
these by-laws, including the power to sign any check, draft, note or other
order for the payment of money from a disbursing account, including by
facsimile signature or other means.


                                   ARTICLE X.

                                   Controller
       The Controller shall have general charge of the Accounting Department of
the Corporation and its controlled companies.  He shall prescribe and supervise
a system of accounting and internal auditing that shall be adopted and followed
by the Corporation and its controlled companies.  He, or some other person or
persons designated by him by name, in writing, shall prepare and  certify all
vouchers and payrolls.  As provided in Article IX, procedures for withdrawal of
moneys from accounts other than disbursing accounts shall require the approval
and signature of the Controller, an assistant controller or such person or
persons as may be designated by name by the Controller in writing.  The
Controller shall at the close of each month present for the information of the
Board of Directors a complete 



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statement of the Corporation's financial affairs and of its operations for the
preceding month and for the months elapsed since the commencement of the fiscal
year.  He shall also present full statements of the properties owned and
controlled by the Corporation, under appropriate headings, as the Board of
Directors may at any time require.  He shall carefully preserve and keep in his
custody in the office of the Corporation, contracts, leases, assignments and
other valuable instruments in writing.  He shall be charged with the duty of
verification of all property of the Corporation and of its controlled companies
and the supervision of the taking of all inventories."



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