EXHIBIT 3.02

                         EASTMAN CHEMICAL COMPANY BYLAWS

                   AMENDED AND RESTATED AS OF DECEMBER 5, 2002

                                    SECTION I

                                  CAPITAL STOCK

         SECTION 1.1.  CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed in the name of the Corporation by
the Chairman of the Board of Directors or the Vice Chairman or a Vice President,
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation certifying the number of shares in the Corporation
owned by such holder. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent, or registrar at the date of issue.

         SECTION 1.2.  RECORD OWNERSHIP. A record of the name and address of the
holder of each certificate, the number of shares represented thereby and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of the State of Delaware.

         SECTION 1.3. TRANSFER OF RECORD OWNERSHIP. Transfers of stock shall be
made on the books of the Corporation only by direction of the person named in
the certificate or such person's attorney, lawfully constituted in writing, and
only upon the surrender of the certificate therefor and a written assignment of
the shares evidenced thereby, which certificate shall be canceled before the new
certificate is issued.

         SECTION 1.4. LOST CERTIFICATES. Any person claiming a stock certificate
in lieu of one lost, stolen or destroyed shall give the Corporation an affidavit
as to such person's ownership of the certificate and of the facts which go to
prove its loss, theft or destruction. Such person shall also, if required by
policies adopted by the Board of Directors, give the Corporation a bond, in such
form as may be approved by the Corporation, sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss of the certificate or the issuance of a new certificate.


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         SECTION 1.5. TRANSFER AGENTS; REGISTRARS; RULES RESPECTING
CERTIFICATES. The Board of Directors may appoint, or authorize any officer or
officers to appoint, one or more transfer agents and one or more registrars. The
Board of Directors may make such further rules and regulations as it may deem
expedient concerning the issue, transfer and registration of stock certificates
of the Corporation.

         SECTION 1.6. RECORD DATE. The Board of Directors may fix in advance a
future date, not exceeding 60 days (nor, in the case of a stockholders' meeting,
less than ten days) preceding the date of any meeting of stockholders, payment
of dividend or other distribution, allotment of rights, or change, conversion or
exchange of capital stock or for the purpose of any other lawful action, as the
record date for determination of the stockholders entitled to notice of and to
vote at any such meeting and any adjournment thereof, or to receive any such
dividend or other distribution or allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock, or to
participate in any such other lawful action, and in such case such stockholders
and only such stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of and to vote at such meeting and any
adjournment thereof, or to receive such dividend or other distribution or
allotment of rights, or to exercise such rights, or to participate in any such
other lawful action, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

                                   SECTION II

                            MEETINGS OF STOCKHOLDERS

         SECTION 2.1. ANNUAL. The annual meeting of stockholders for the
election of directors and the transaction of such other proper business shall be
held on the first Thursday in May, unless otherwise specified by resolution
adopted by the Board of Directors, and at the time and place, within or without
the State of Delaware, as determined by the Board of Directors.

         SECTION 2.2. SPECIAL. Special meetings of stockholders for any purpose
or purposes may be called only by the Board of Directors, pursuant to a
resolution adopted by a majority of the members of the Board of Directors then
in office. Special meetings may be held at any place, within or without the
State of Delaware, as determined by the Board of Directors. The only business
which may be conducted at such a meeting, other than procedural matters and
matters relating to the conduct of the meeting, shall be the matter or matters
described in the notice of the meeting.

         SECTION 2.3. NOTICE. Notice of each meeting of stockholders, shall be
made in writing, or electronically to such stockholders as have consented to the
receipt of such notice by electronic means, or by any such other means permitted
by the Delaware General Corporation Law. Such notice shall state the date, time,
place and, in the case of a special


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meeting, the purpose thereof, shall be given as provided by law by the Secretary
or an Assistant Secretary not less than ten days nor more than 60 days before
such meeting (unless a different time is specified by law) to every stockholder
entitled by law to notice of such meeting.

         SECTION 2.4. LIST OF STOCKHOLDERS. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder, shall be prepared by the Secretary. Such list
shall be available for examination of any stockholder, for any purpose germane
to the meeting, either on a reasonably accessible electronic network or, during
normal business hours, at the Corporation's principal place of business, for at
least ten days before the meeting and at the place of the meeting during the
whole time of the meeting. In the event that such list is to be made available
on an electronic network, the notice of meeting given under Section 2.3 hereof
shall provide the information required to gain access to such list.

         SECTION 2.5. QUORUM. The holders of shares of stock entitled to cast a
majority of the votes on the matters at issue at a meeting of stockholders,
present in person or represented by proxy, shall constitute a quorum, except as
otherwise required by the Delaware General Corporation Law. In the event of a
lack of a quorum, the chairman of the meeting or a majority in interest of the
stockholders present in person or represented by proxy may adjourn the meeting
from time to time without notice other than announcement at the meeting, until a
quorum shall be obtained. At any such adjourned meeting at which there is a
quorum, any business may be transacted that might have been transacted at the
meeting originally called.

         SECTION 2.6. ORGANIZATION AND PROCEDURE. (a) The Chairman of the Board,
or, in the absence of the Chairman of the Board, the Vice Chairman, or, in the
absence of the Vice Chairman, any other person designated by the Board of
Directors, shall preside at meetings of stockholders. The Secretary of the
Corporation shall act as secretary, but in the absence of the Secretary, the
presiding officer may appoint a secretary.

         (b)      At each meeting of stockholders, the chairman of the meeting
shall fix and announce the date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at the meeting and
shall determine the order of business and all other matters of procedure. Except
to the extent inconsistent with any such rules and regulations as adopted by the
Board of Directors, the chairman of the meeting may establish rules, which need
not be in writing, to maintain order for the conduct of the meeting, including,
without limitation, restricting attendance to bona fide stockholders of record
and their proxies and other persons in attendance at the invitation of the
chairman and making rules governing speeches and debates. The chairman of the
meeting acts in his or her absolute discretion and his or her rulings are not
subject to appeal.


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         SECTION 2.7. STOCKHOLDER NOMINATIONS AND PROPOSALS. (a) No proposal for
a stockholder vote shall be submitted by a stockholder (a "Stockholder
Proposal") to the Corporation's stockholders unless the stockholder submitting
such proposal (the "Proponent") shall have filed a written notice setting forth
with particularity (i) the names and business addresses of the Proponent and all
Persons (as such term is defined in Article V of the Certificate of
Incorporation) acting in concert with the Proponent; (ii) the name and address
of the Proponent and the Persons identified in clause (i), as they appear on the
Corporation's books (if they so appear); (iii) the class and number of shares of
the Corporation beneficially owned by the Proponent and the Persons identified
in clause (i); (iv) a description of the Stockholder Proposal containing all
material information relating thereto; and (v) such other information as the
Board of Directors reasonably determines is necessary or appropriate to enable
the Board of Directors and stockholders of the Corporation to consider the
Stockholder Proposal. The presiding officer at any stockholders' meeting may
determine that any Stockholder Proposal was not made in accordance with the
procedures prescribed in these Bylaws or is otherwise not in accordance with
law, and if it is so determined, such officer shall so declare at the meeting
and the Stockholder Proposal shall be disregarded.

         (b)      Only persons who are selected and recommended by the Board of
Directors or the committee of the Board of Directors designated to make
nominations, or who are nominated by stockholders in accordance with the
procedures set forth in this Section 2.7, shall be eligible for election, or
qualified to serve, as directors. Nominations of individuals for election to the
Board of Directors of the Corporation at any annual meeting or any special
meeting of stockholders at which directors are to be elected may be made by any
stockholder of the Corporation entitled to vote for the election of directors at
that meeting by compliance with the procedures set forth in this Section 2.7.
Nominations by stockholders shall be made by written notice (a "Nomination
Notice"), which shall set forth (i) as to each individual nominated, (A) the
name, date of birth, business address and residence address of such individual;
(B) the business experience during the past five years of such nominee,
including his or her principal occupations and employment during such period,
the name and principal business of any corporation or other organization in
which such occupations and employment were carried on, and such other
information as to the nature of his or her responsibilities and level of
professional competence as may be sufficient to permit assessment of his or her
prior business experience; (C) whether the nominee is or has ever been at any
time a director, officer or owner of 5% or more of any class of capital stock,
partnership interests or other equity interest of any corporation, partnership
or other entity; (D) any directorships held by such nominee in any company with
a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, or subject to the requirements of Section
15(d) of such Act or any company registered as an investment company under the
Investment Company Act of 1940, as amended; (E) whether, in the last five years,
such nominee has been convicted in a criminal proceeding or has been subject to
a judgment, order, finding or decree of any federal, state or other governmental
entity, concerning any violation of federal, state or other law, or any
proceeding in bankruptcy, which conviction, order, finding, decree or proceeding
may be material to an


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evaluation of the ability or integrity of the nominee; and (F) all information
relevant to a determination of the nominee's status as to "independence,"
including references to the criteria established by the New York Stock Exchange
(or any other exchange or quotation system on which the Corporation's equity
securities are then listed or quoted) and the Corporation's Corporate Governance
Guidelines, in each case as in effect at the time of such Stockholder
Nomination; and (ii) as to the Person submitting the Nomination Notice and any
Person acting in concert with such Person, (x) the name and business address of
such Person, (y) the name and address of such Person as they appear on the
Corporation's books (if they so appear), and (z) the class and number of shares
of the Corporation that are beneficially owned by such Person. A written consent
to being named in a proxy statement as a nominee, and to serve as a director if
elected, signed by the nominee, shall be filed with any Nomination Notice. If
the presiding officer at any stockholders' meeting determines that a nomination
was not made in accordance with the procedures prescribed by these Bylaws, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

         (c)      In the case of an annual meeting of stockholders, Nomination
Notices and Stockholder Proposals shall be delivered to the Secretary at the
principal executive office of the Corporation not less than 45 days prior to the
date on which the notice of the immediately preceding year's annual meeting of
stockholders was first sent to the stockholders of the Corporation. In the case
of a special meeting of stockholders, Nomination Notices and Stockholder
Proposals shall be delivered to the Secretary at the principal executive office
of the Corporation no later than the close of business on the 15th day following
the day on which notice of the date of a special meeting of stockholders was
given.

         SECTION 2.8. VOTING. Unless otherwise provided in a resolution or
resolutions providing for any class or series of Preferred Stock pursuant to
Article IV of the Certificate of Incorporation or by the Delaware General
Corporation Law, each stockholder shall be entitled to one vote, in person or by
proxy, for each share held of record by such stockholder who is entitled to vote
generally in the election of directors. Each stockholder voting by proxy shall
grant such authority in writing, by electronic or telephonic transmission or
communication, or by any such other means permitted by the Delaware General
Corporation Law. All elections for the Board of Directors shall be decided by a
plurality of the votes cast and all other questions shall be decided by a
majority of the votes cast, except as otherwise required by the Delaware General
Corporation Law or as provided for in the Certificate of Incorporation or these
Bylaws. Abstentions shall not be considered to be votes cast.

         SECTION 2.9. INSPECTORS. The Board of Directors by resolution shall, in
advance of any meeting of stockholders, appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives of the Corporation, to act at the meeting and make a written
report thereof. One or more persons may be designated by the


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Board of Directors as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by the Delaware General Corporation Law.

                                   SECTION III

                               BOARD OF DIRECTORS

         SECTION 3.1. NUMBER AND QUALIFICATIONS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors. The number of directors constituting the Board of Directors shall be
as authorized from time to time exclusively by a vote of a majority of the
members of the Board of Directors then in office. The maximum number of
consecutive three-year terms of office that may be served by any director is
three, and for purposes of calculating such maximum number of terms there shall
not be counted as a three-year term any service during a partial term for which
such director is serving or during any initial term; provided, however, that the
Board of Directors is authorized in circumstances it deems appropriate to
nominate and thereby render eligible a person for a fourth or subsequent
consecutive three-year term. Notwithstanding the foregoing, (i) a person who is
not serving as a director shall not be eligible for nomination, appointment, or
election if such person has or will have reached age 70 on the date of his or
her appointment or election; and (ii) any director reaching the age of 70 during
any term of office shall continue to be qualified to serve as a director only
until the next annual meeting of stockholders following his or her 70th
birthday, provided, however, that the Board of Directors is authorized, in
circumstances it deems appropriate and by unanimous approval of all of the
directors then in office (excepting the director whose qualification is the
subject of the action), to render a director then in office eligible to serve
until the next annual meeting of stockholders following his or her 71st
birthday.

         SECTION 3.2. RESIGNATION. A director may resign at any time by giving
notice, in writing, by electronic transmission or by any other means permitted
by the Delaware General Corporation Law, to the Chairman of the Board or to the
Secretary. Unless otherwise stated in such notice of resignation, the acceptance
thereof shall not be necessary to make it effective; and such resignation shall
take effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.

         SECTION 3.3. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without further notice at such time as shall from time to
time be determined by the Board of Directors. Unless otherwise determined by the
Board of Directors, the locations of the regular meetings of the Board of
Directors shall be in Kingsport, Tennessee. A meeting of the Board of Directors
for the election of officers and the transaction of such other


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business as may come before it may be held without notice immediately following
the annual meeting of stockholders.

         SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, or the Vice Chairman or at
the request in writing of one third of the members of the Board of Directors
then in office.

         SECTION 3.5. NOTICE OF SPECIAL MEETINGS. Notice of the date, time and
place of each special meeting shall be mailed by regular mail to each director
at his designated address at least six days before the meeting; or sent by
overnight courier to each director at his designated address at least two days
before the meeting (with delivery scheduled to occur no later than the day
before the meeting); or given orally by telephone or other means, or by
telegraph or telecopy, or by any other means comparable to any of the foregoing,
to each director at his designated address at least 24 hours before the meeting;
provided, however, that if less than five days' notice is provided and one third
of the members of the Board of Directors then in office object in writing prior
to or at the commencement of the meeting, such meeting shall be postponed until
five days after such notice was given pursuant to this sentence (or such shorter
period to which a majority of those who objected in writing agree), provided
that notice of such postponed meeting shall be given in accordance with this
Section 3.5. The notice of the special meeting shall state the general purpose
of the meeting, but other routine business may be conducted at the special
meeting without such matter being stated in the notice.

         SECTION 3.6. PLACE OF MEETINGS. The Board of Directors may hold their
meetings and have an office or offices inside or outside of the State of
Delaware.

         SECTION 3.7. TELEPHONIC MEETING AND PARTICIPATION. Any or all of the
directors may participate in a meeting of the Board of Directors or any
committee thereof by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at the meeting.

         SECTION 3.8. ACTION BY DIRECTORS WITHOUT A MEETING. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto in writing, by
electronic transmission, or by any other means permitted by the Delaware General
Corporation Law, and the writing or writings or, if the consent action is taken
by electronic transmission, paper reproductions of such electronic
transmissions, are filed with the minutes of proceedings of the Board or
committee.

         SECTION 3.9. QUORUM AND ADJOURNMENT. A majority of the directors then
holding office shall constitute a quorum. The vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Whether or not a quorum is present to conduct a meeting,


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any meeting of the Board of Directors (including an adjourned meeting) may be
adjourned by a majority of the directors present, to reconvene at a specific
time and place. It shall not be necessary to give to the directors present at
the adjourned meeting notice of the reconvened meeting or of the business to be
transacted, other than by announcement at the meeting that was adjourned;
provided, however, notice of such reconvened meeting, stating the date, time,
and place of the reconvened meeting, shall be given to the directors not present
at the adjourned meeting in accordance with the requirements of Section 3.5
hereof.

         SECTION 3.10.  ORGANIZATION. The Chairman of the Board, or, in the
absence of the Chairman of the Board, the Vice Chairman, or in the absence of
the Vice Chairman, a member of the Board selected by the members present, shall
preside at meetings of the Board. The Secretary of the Corporation shall act as
secretary, but in the absence of the Secretary, the presiding officer may
appoint a secretary.

         SECTION 3.11.  COMPENSATION OF DIRECTORS. Directors shall receive such
compensation for their services as the Board of Directors may determine. Any
director may serve the Corporation in any other capacity and receive
compensation therefor.

         SECTION 3.12.  PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors when a vote on any matter is
taken is deemed to have assented to the action taken unless he votes against or
abstains from the action taken, or unless at the beginning of the meeting or
promptly upon arrival the director objects to the holding of the meeting or
transacting specified business at the meeting. Any such dissenting votes,
abstentions or objections shall be entered in the minutes of the meeting.

                                   SECTION IV

                                   COMMITTEES

         SECTION 4.1.   COMMITTEES. The Board of Directors may, by resolutions
passed by a majority of the members of the Board of Directors, designate members
of the Board of Directors to constitute other committees which shall in each
case consist of such number of directors, and shall have and may execute such
powers as may be determined and specified in the respective resolutions
appointing them. Any such committee may fix its rules of procedure, determine
its manner of acting and the time and place, whether within or without the State
of Delaware, of its meetings and specify what notice thereof, if any, shall be
given, unless the Board of Directors shall otherwise by resolution provide.
Unless otherwise provided by the Board of Directors or such committee, the
quorum, voting and other procedures shall be the same as those applicable to
actions taken by the Board of Directors. A majority of the members of the Board
of Directors then in office shall have the power to change the membership of any
such committee at any time, to fill vacancies therein and to


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discharge any such committee or to remove any member thereof, either with or
without cause, at any time.

                                    SECTION V

                                    OFFICERS

         SECTION 5.1.  DESIGNATION. The officers of the Corporation shall be a
Chairman of the Board of Directors, a Chief Executive Officer, a Chief Financial
Officer, a Treasurer, a Controller, and a Secretary, and such other officers as
the Board of Directors may elect or appoint, or provide for the appointment of,
as may from time to time appear necessary or advisable in the conduct of the
business and affairs of the Corporation. Any number of offices may be held by
the same persons, except that the Chairman of the Board must be a director of
the Corporation and may also be the Chief Executive Officer.

         SECTION 5.2.  ELECTION TERM. At its first meeting after each annual
meeting of stockholders, the Board of Directors shall elect the officers or
provide for the appointment thereof. Subject to Section 5.3 and Section 5.4
hereof, the term of each officer elected by the Board of Directors shall be
until the first meeting of the Board of Directors following the next annual
meeting of stockholders and until such officer's successor is chosen and
qualified.

         SECTION 5.3.  RESIGNATION. Any officer may resign at any time by giving
written notice to the Secretary. Unless otherwise stated in such notice of
resignation, the acceptance thereof shall not be necessary to make it effective;
and such resignation shall take effect at the time specified therein or, in the
absence of such specification, it shall take effect upon the receipt thereof.

         SECTION 5.4.  REMOVAL. Any officer may be removed at any time with or
without cause by affirmative vote of a majority of the members of the Board of
Directors then in office. Any officer appointed by another officer may be
removed with or without cause by such officer or the Chief Executive Officer.

         SECTION 5.5.  VACANCIES. A vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors or, in the case of
offices held by officers who may be appointed by other officers, by any officer
authorized to appoint such officer.

         SECTION 5.6.  CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be responsible for carrying out the policies adopted by the Board of
Directors.


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         SECTION 5.7.  CHAIRMAN OF THE BOARD. The Chairman of the Board shall
have such powers and perform such duties as may be provided for herein and as
may be incident to the office and as may be assigned by the Board of Directors.

         SECTION 5.8.  CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall act in an executive financial capacity, and assist the Chief Executive
Officer in the general supervision of the Corporation's financial policies and
affairs, and shall perform all acts incident to the position of Chief Financial
Officer, subject to the control of the Board of Directors.

         SECTION 5.9.  TREASURER. The Treasurer shall have charge of all funds
of the Corporation and shall perform all acts incident to the position of
Treasurer, subject to the control of the Board of Directors.

         SECTION 5.10. CONTROLLER. The Controller shall serve as principal
accounting officer of the Corporation, having the custody and operation of the
accounting books and records of the Corporation, and shall perform all acts
incident to the position of Controller, subject to the control of the Board of
Directors.

         SECTION 5.11. SECRETARY. The Secretary shall keep the minutes, and give
notices, of all meetings of stockholders and directors and of such committees as
directed by the Board of Directors. The Secretary shall have charge of such
books and papers as the Board of Directors may require. The Secretary (or any
Assistant Secretary) is authorized to certify copies of extracts from minutes
and of documents in the Secretary's charge and anyone may rely on such certified
copies to the same effect as if such copies were originals and may rely upon any
statement of fact concerning the Corporation certified by the Secretary (or any
Assistant Secretary). The Secretary shall perform all acts incident to the
office of Secretary, subject to the control of the Board of Directors.

         SECTION 5.12. COMPENSATION OF OFFICERS. The officers of the Corporation
shall receive such compensation for their services as the Board of Directors or
the appropriate committee thereof may determine. The Board of Directors may
delegate its authority to determine compensation to designated officers of the
Corporation.

         SECTION 5.13. EXECUTION OF INSTRUMENTS. Checks, notes, drafts, other
commercial instruments, assignments, guarantees of signatures and contracts
(except as otherwise provided herein or by law) shall be executed by the Chief
Executive Officer or other officers or employees or agents, in any such case as
the Board of Directors may direct or authorize.

         SECTION 5.14. MECHANICAL ENDORSEMENTS. The Chief Executive Officer, the
Secretary, or other authorized officers may authorize any endorsement on behalf
of the Corporation to be made by such mechanical means or stamps as any of such
officers may deem appropriate.


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                                   SECTION VI

                                 INDEMNIFICATION

         SECTION 6.1.  INDEMNIFICATION PROVISIONS IN CERTIFICATE OF
INCORPORATION. The provisions of this Section VI are intended to supplement
Article VII of the Certificate of Incorporation pursuant to Sections 7.2 and 7.3
thereof. To the extent that this Section VI contains any provisions inconsistent
with said Article VII, the provisions of the Certificate of Incorporation shall
govern. Terms defined in such Article VII shall have the same meaning in this
Section VI.

         SECTION 6.2.  INDEMNIFICATION OF EMPLOYEES. The Corporation shall
indemnify and advance expenses to its employees to the same extent as to its
directors and officers, as set forth in the Certificate of Incorporation and in
this Section VI of the Bylaws of the Corporation.

         SECTION 6.3.  UNDERTAKINGS FOR ADVANCES OF EXPENSES. If and to the
extent the Delaware General Corporation Law requires, an advancement by the
Corporation of expenses incurred by an indemnitee pursuant to clause (iii) of
the last sentence of Section 7.1 of the Certificate of Incorporation
(hereinafter an "advancement of expenses") shall be made only upon delivery to
the Corporation of an undertaking (hereinafter an "undertaking"), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under Article VII
of the Certificate of Incorporation or otherwise.

         SECTION 6.4.  CLAIMS FOR INDEMNIFICATION. If a claim for
indemnification under Section 7.1 of the Certificate of Incorporation is not
paid in full by the Corporation within 60 days after it has been received in
writing by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days, the indemnitee
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such suit,
or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. In any suit brought
by the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses only upon a final adjudication that,
the indemnitee has not met the applicable standard of conduct set forth in
Section 145 of the Delaware General Corporation Law (or any successor provision
or provisions). Neither the


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failure of the Corporation (including the Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in Section 145 of the Delaware General Corporation Law (or any
successor provision or provisions), nor an actual determination by the
Corporation (including the Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to have or retain such advancement of expenses,
under Article VII of the Certificate of Incorporation or this Section VI or
otherwise, shall be on the Corporation.

         SECTION 6.5.  INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, trustee, officer, employee or agent
of the Corporation or another enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation
Law.

         SECTION 6.6.  SEVERABILITY. In the event that any of the provisions of
this Section VI (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

                                   SECTION VII

                                  MISCELLANEOUS

         SECTION 7.1.  SEAL. The Corporation shall have a suitable seal,
containing the name of the Corporation. The Secretary shall be in charge of the
seal and may authorize one or more duplicate seals to be kept and used by any
other officer or person.

         SECTION 7.2.  WAIVER OF NOTICE. Whenever any notice is required to be
given, a waiver thereof in writing, signed by the person or persons entitled to
the notice, whether before or after the time stated therein shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.


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         SECTION 7.3.  VOTING OF STOCK OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman of the Board, the Vice
Chairman, any Vice President or such officers or employees or agents as the
Board of Directors or any of such designated officers may direct. Any such
officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may from time to time confer like powers upon
any other person or persons.

                                  SECTION VIII

                               AMENDMENT OF BYLAWS

         The Board of Directors shall have power to amend, alter, change, adopt
or repeal the Bylaws of the Corporation at any regular or special meeting;
provided, however, any action relating to the last sentence of Section 3.1 of
these Bylaws concerning the age 70 qualification limitation on Board service
shall require the vote of 100 percent of the directors then in office. The
stockholders also shall have the power to amend, alter, change, adopt or repeal
the Bylaws of the Corporation at any annual or special meeting subject to the
requirements of the Certificate of Incorporation.


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