KEYSPAN CORPORATION

BY-LAWS

April 25, 2002

COUNTIES OF KINGS AND NASSAU
NEW YORK


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KEYSPAN CORPORATION

INDEX
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ARTICLE I
OFFICES AND RECORDS
Section 1.1 New York Offices..........................................................................................1
Section 1.2 Other Offices.............................................................................................1
Section 1.3 Books and Records.........................................................................................1

ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Meeting............................................................................................1
Section 2.2 Special Meeting...........................................................................................1
Section 2.3 Place of Meeting..........................................................................................2
Section 2.4 Notice of Meeting.........................................................................................2
Section 2.5 Quorum and Adjournment; Voting............................................................................2
Section 2.6 Proxies...................................................................................................2
Section 2.7 Notice of Shareholder Business and Nominations............................................................2
Section 2.8 Procedure for Election of Directors; Required Vote........................................................5
Section 2.9 Inspectors of Elections; Opening and Closing the Polls....................................................5
Section 2.10 No Shareholder Action by Written Consent..................................................................5

ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers............................................................................................5
Section 3.2 Number and Tenure.........................................................................................6
Section 3.3 Regular Meetings..........................................................................................6
Section 3.4 Special Meetings..........................................................................................6
Section 3.5 Notice....................................................................................................6
Section 3.6 Action by Consent of Board of Directors...................................................................6
Section 3.7 Conference Telephone Meetings.............................................................................7
Section 3.8 Quorum....................................................................................................7
Section 3.9 Vacancies.................................................................................................7
Section 3.10 Committees................................................................................................7
Section 3.11 Removal...................................................................................................8
Section 3.12 Records...................................................................................................8

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ARTICLE IV
OFFICERS
Section 4.1 Elected Officers..........................................................................................8
Section 4.2 Election and Term of Office...............................................................................8
Section 4.3 Chairman of the Board.....................................................................................9
Section 4.4 Chief Executive Officer...................................................................................9
Section 4.5 President.................................................................................................9
Section 4.6 Vice Presidents...........................................................................................9
Section 4.7 Treasurer.................................................................................................9
Section 4.8 Secretary.................................................................................................9
Section 4.9 Removal...................................................................................................10
Section 4.10 Vacancies.................................................................................................10
Section 4.11 Repealed .................................................................................................10

ARTICLE V
STOCK CERTIFICATES AND TRANSFERS
Section 5.1 Stock Certificates and Transfers..........................................................................10
Section 5.2 Lost, Stolen or Destroyed Certificates....................................................................10

ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1 Fiscal Year...............................................................................................11
Section 6.2 Dividends.................................................................................................11
Section 6.3 Seal......................................................................................................11
Section 6.4 Waiver of Notice..........................................................................................11
Section 6.5 Audits....................................................................................................11
Section 6.6 Resignations..............................................................................................11

ARTICLE VII
CONTRACTS, PROXIES, ETC.
Section 7.1 Contracts.................................................................................................11
Section 7.2 Proxies...................................................................................................12

ARTICLE VIII
AMENDMENTS
Article 8.1 Amendments................................................................................................12
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BY-LAWS

OF

KEYSPAN CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

ARTICLE I

OFFICES AND RECORDS

Section 1.1. New York Offices. The offices of the Corporation in the State
of New York shall be located in the Counties of Nassau and Kings.

Section 1.2. Other Offices. The Corporation may have such other offices,
either within or without the State of New York, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.

Section 1.3. Books and Records. The books and records of the Corporation
may be kept outside the State of New York at such place or places as may from
time to time be designated by the Board of Directors.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders of the
Corporation shall be held on such date and at such time as may be fixed by
resolution of the Board of Directors.

Section 2.2. Special Meeting. Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, special
meetings of shareholders of the Corporation for any purpose or purposes may be
called only by the Board of Directors pursuant to a resolution stating the
purpose or purposes thereof approved by a majority of the total number of
Directors which the Corporation would have if there were no vacancies (the
"Whole Board").

Section 2.3. Place of Meeting. The Board of Directors shall designate the
place of meeting for any annual meeting or for any special meeting of the
shareholders. If no designation is so made, the place of meeting shall be either
principal office of the Corporation.

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Section 2.4. Notice of Meeting. Written or printed notice, stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered by the Corporation not less than 10
calendar days nor more than 60 calendar days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid, addressed to
the shareholder at such person's address as it appears on the stock transfer
books of the Corporation. Such further notice shall be given as may be required
by law. Only such business shall be conducted at a special meeting of
shareholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Meetings may be held without notice if all
shareholders entitled to vote are present, or if notice is waived by those not
present in accordance with Section 6.4 of these By-Laws. Any previously
scheduled meeting of the shareholders may be postponed, and any special meeting
of the shareholders may be canceled, by resolution of the Board of Directors
upon public notice given prior to the date previously scheduled for such meeting
of shareholders.

Section 2.5. Quorum and Adjournment; Voting. Except as otherwise provided
by law or by the Certificate of Incorporation, the holders of a majority of the
voting power of all outstanding shares of the Corporation entitled to vote
generally in the election of Directors (the "Voting Stock"), represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders,
except that when specified business is to be voted on by a class or series of
stock voting as a class, the holders of a majority of the shares of such class
or series shall constitute a quorum of such class or series for the transaction
of such business. The Chairman of the meeting may adjourn the meeting from time
to time, whether or not there is such a quorum. No notice of the time and place
of adjourned meetings need be given except as required by law. The shareholders
present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

Section 2.6. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing (or in such manner prescribed by the New York
Business Corporation Law (the "NYBCL")) by the shareholder, or by such person's
duly authorized attorney in fact.

Section 2.7. Notice of Shareholder Business and Nominations.

(A) Annual Meetings of Shareholders. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the shareholders may be made at an annual meeting
of shareholders (a) pursuant to the Corporation's notice of meeting pursuant to
Section 2.4 of these By-Laws, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the Corporation who was a shareholder of
record at the time of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-Law.

(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of
this By-Law, the shareholder

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must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for
shareholder action. To be timely, a shareholder's notice shall be delivered to
the Secretary at the principal executive office of the Corporation in Brooklyn,
New York not later than the close of business on the 60th calendar day nor
earlier than the close of business on the 90th calendar day prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 calendar days
before or more than 60 calendar days after such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the close of
business on the 90th calendar day prior to such annual meeting and not later
than the close of business on the later of the 60th calendar day prior to such
annual meeting or the 10th calendar day following the calendar day on which
public announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a shareholder's
notice as described above. Such shareholder's notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or reelection
as a Director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected); (b) as to
any other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such shareholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this By- Law to the contrary, in the event that the number of Directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all of the nominees for
Director or specifying the size of the increased Board of Directors at least 70
calendar days prior to the first anniversary of the preceding year's annual
meeting, a shareholder's notice required by this By-Law shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
office of the Corporation in Brooklyn, New York not later than the close of
business on the 10th calendar day following the day on which such public
announcement is first made by the Corporation.

(B) Special Meetings of Shareholders. Nominations of persons for election
to the Board of Directors may be made at a special meeting of shareholders at
which Directors are to be elected pursuant to the Corporation's notice of
meeting (a) by or at the direction of the Board of Directors or (b) provided
that the Board of Directors has determined that Directors shall be elected

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at such meeting, by any shareholder of the Corporation who is a shareholder of
record at the time of giving of notice provided for in this By-Law, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-Law. In the event the Corporation calls a special meeting of
shareholders for the purpose of electing one or more Directors to the Board of
Directors, any shareholder may nominate a person or persons (as the case may
be), for election to such position(s) as specified in the Corporation's notice
of meeting pursuant to clause (b) of the preceding sentence, if the
shareholder's notice complying with the requirements of clauses (a) and (c) of
paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the
principal executive office of the Corporation in Brooklyn, New York not earlier
than the close of business on the 90th calendar day prior to such special
meeting and not later than the close of business on the later of the 60th
calendar day prior to such special meeting or the 10th calendar day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a shareholder's
notice as described above.

(C) General. (1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as Directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-Law. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By- Law and, if any proposed
nomination or business is not in compliance with this By-Law, to declare that
such defective proposal or nomination shall be disregarded.

(2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this By-Law, a shareholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
By-Law. Nothing in this By-Law shall be deemed to affect any rights (i) of
shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect Directors under an applicable
Preferred Stock Designation (as defined in the Certificate of Incorporation).

Section 2.8. Procedure for Election of Directors; Required Vote. Election
of Directors at all meetings of the shareholders at which Directors are to be
elected shall be by ballot, and, subject to the rights of the holders of any
series of Preferred Stock to elect Directors under an applicable Preferred Stock
Designation, a plurality of the votes cast thereat shall elect Directors.

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Except as otherwise provided by law, the Certificate of Incorporation, Preferred
Stock Designation, or these By-Laws, in all matters other than the election of
Directors, the affirmative vote of a majority of the voting power of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the matter shall be the act of the shareholders.

Section 2.9. Inspectors of Elections; Opening and Closing the Polls. The
Board of Directors by resolution shall appoint, or shall authorize an officer of
the Corporation to 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, to act at the meetings of shareholders and make a written
report thereof. One or more persons may be designated as alternate inspector(s)
to replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of shareholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging such person's duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of such person's ability. The inspector(s) shall have the
duties prescribed by law. The Chairman of the meeting shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the shareholders will vote at a meeting.

Section 2.10. No Shareholder Action by Written Consent. Any action required
or permitted to be taken by the shareholders of the Corporation must be effected
at a duly called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders.


ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. In addition to
the powers and authorities by these By-Laws expressly conferred upon them, the
Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
shareholders. A Director of this Corporation need not be a shareholder therein.

Section 3.2. Number and Tenure. Except as otherwise fixed by or pursuant to
the provisions of Article IV of the Certificate of Incorporation relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
Directors under specified circumstances, the number of the Directors of the
Corporation shall be fixed from time to time exclusively pursuant to a
resolution adopted by a majority of the Whole Board. No decrease in the number
of Directors, however, shall shorten the term of any incumbent Director.
Directors shall be elected by the shareholders of the Corporation

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at their annual meeting, except as herein otherwise provided for vacancies and
newly created directorships, in the manner provided in Article II hereof, to
serve for one year or until their successors are elected or chosen and
qualified.

Section 3.3. Regular Meetings. The Board of Directors shall, by resolution,
provide the time and place for the holding of regular meetings, as it deems
necessary, without other notice than such resolution.

Section 3.4. Special Meetings. Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board or a majority of the
Board of Directors then in office. The person or persons authorized to call
special meetings of the Board of Directors may fix the place and time of the
meetings.

Section 3.5. Notice. Notice of any special meeting of Directors shall be
given to each Director at such person's business or residence in writing by hand
delivery, first-class or overnight mail or courier service, telegram or
facsimile transmission, or orally by telephone. If mailed by first-class mail,
such notice shall be deemed adequately delivered when deposited in the United
States mails so addressed, with postage thereon prepaid, at least 5 calendar
days before such meeting. If by telegram, overnight mail or courier service,
such notice shall be deemed adequately delivered when the telegram is delivered
to the telegraph company or the notice is delivered to the overnight mail or
courier service company at least 24 hours before such meeting. If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least 12 hours before such meeting. If by telephone or by hand
delivery, the notice shall be given at least 12 hours prior to the time set for
the meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice of such meeting, except for amendments to these By-Laws. A meeting may be
held at any time without notice if all the Directors are present or if those not
present waive notice of the meeting either before or after such meeting.

Section 3.6. Action by Consent of Board of Directors. 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
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

Section 3.7. Conference Telephone Meetings. Members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

Section 3.8. Quorum. Subject to Section 3.9, a whole number of Directors
equal to at least a majority of the Whole Board shall constitute a quorum for
the transaction of business,

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but if at any meeting of the Board of Directors there shall be less than a
quorum present, a majority of the Directors present may adjourn the meeting from
time to time without further notice. The act 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. The Directors present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Directors to leave less than a quorum.

Section 3.9. Vacancies. Except as otherwise provided for or fixed by or
pursuant to the provisions of Article IV of the Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
Directors under specified circumstances, newly created directorships resulting
from any increase in the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
Directors then in office, even though less than a quorum of the Board of
Directors. Any Director elected in accordance with the preceding sentence shall
hold office for the remainder of such unexpired term or until such Director's
successor shall have been duly elected or chosen and qualified. No decrease in
the number of Directors constituting the Board of Directors shall shorten the
term of any incumbent Director.

Section 3.10. Committees. (a) The Board of Directors may, by resolution
adopted by a majority of the Whole Board, designate committees to exercise,
subject to applicable provisions of law, any or all the powers of the Board in
the management of the business and affairs of the Corporation when the Board is
not in session, including without limitation the power to declare dividends and
to authorize the issuance of the Corporation's capital stock. Any such committee
may to the extent permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution. Each such
committee shall consist of two or more Directors of the Corporation. Each
Director shall be designated as an alternate member of each such committee as to
which such Director does not serve as a committee member. The Chairman or any
Director designated by the Chairman may designate any Director who does not
serve on a specific committee to act in the place and stead of any Director who
is unable to attend a committee meeting of which he is a committee member.
Additionally, In the absence or disqualification of any member of such committee
or committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another Director to act at the meeting in the place of any such absent
or disqualified committee member. Each committee shall keep written minutes of
its proceedings and shall report such proceedings to the Board when required.

(b) A majority of any committee may determine its action and fix the time
and place of its meetings, unless the Board shall otherwise provide. Notice of
such meetings shall be given to each member of the committee in the manner
provided for in Section 3.5 of these By-Laws. The Board shall have power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from appointing
one or

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more committees consisting in whole or in part of persons who are not Directors
of the Corporation; provided, however, that no such committee shall have or may
exercise any authority of the Board.

Section 3.11. Removal. Subject to the rights of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect Directors under specified circumstances, any Director may
be removed from office only for cause by the affirmative vote of the holders of
at least a majority of the voting power of all Voting Stock then outstanding,
voting together as a single class.

Section 3.12. Records. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board
and of the shareholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.

ARTICLE IV

OFFICERS

Section 4.1. Elected Officers. As the Board of Directors from time to time
may deem proper, the elected officers of the Corporation shall be a Chairman of
the Board of Directors, a Chief Executive Officer, a President, a Secretary, a
Treasurer, and such other officers (including, without limitation, a Chief
Operating Officer, a Chief Financial Officer, one or more Presidents of business
divisions, Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents). The Chairman of the Board shall be chosen from among the Directors.
All officers elected by the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices, subject to the specific
provisions of this Article IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by any
committee thereof. The Board or any committee thereof may from time to time
elect such other officers (including, but not limited to, a Chief Operating
Officer, a Chief Financial Officer, one or more Presidents, Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, Controllers, Assistant
Secretaries and Assistant Treasurers), as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall
have such duties and shall hold their offices for such terms as shall be
provided in these By-Laws or as may be prescribed by the Board or such
committee, as the case may be.

Section 4.2. Election and Term of Office. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the next
regular meeting of the Board of Directors held after the annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until such person's successor shall have been duly elected and shall
have qualified or until such person's death or until he shall resign or be
removed pursuant to Section 4.9.


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Section 4.3. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the shareholders and of the Board of Directors. The Chairman
of the Board shall perform all such other duties as are properly required of him
by the Board of Directors. The Chairman of the Board may also serve as an
officer of the Corporation, if so elected by the Board. The Directors also may
elect a Vice-Chairman to act in the place of the Chairman upon his absence or
inability to act.

Section 4.4. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall be responsible for the general management of the affairs of
the Corporation and shall make reports to the Board of Directors and the
shareholders, and shall see that all orders and resolutions of the Board of
Directors and of any committee thereof are carried into effect.

Section 4.5. Presidents. Each President shall act in a general executive
capacity and shall assist the Chief Executive Officer in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs. The President, if he or she is also a Director, shall, in the
absence of or because of the inability of the Chairman of the Board or a Vice
Chairman, if there is one, perform all duties of the Chairman or Vice Chairman
of the Board and preside at all meetings of shareholders and of the Board of
Directors.

Section 4.6. Vice Presidents. Each Executive Vice President and Senior Vice
President and any Vice President shall have such powers and shall perform such
duties as shall be assigned to him or her by the Board of Directors.

Section 4.7. Treasurer. The Treasurer shall exercise general supervision
over the receipt, custody and disbursement of corporate funds. The Treasurer
shall cause the funds of the Corporation to be deposited in such banks as may be
authorized by the Board of Directors, or in such banks as may be designated as
depositories in the manner provided by resolution of the Board of Directors. The
Treasurer shall have such further powers and duties and shall be subject to such
directions as may be granted or imposed from time to time by the Board of
Directors.

Section 4.8. Secretary. (a) The Secretary shall keep or cause to be kept in
one or more books provided for that purpose, the minutes of all meetings of the
Board, the committees of the Board and the shareholders; the Secretary shall see
that all notices are duly given in accordance with the provisions of these
By-Laws and as required by law; shall be custodian of the records and the seal
of the Corporation and affix and attest the seal to all stock certificates of
the Corporation (unless the seal of the Corporation on such certificates shall
be a facsimile, as hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation under its seal; and
shall see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed;
and in general, shall perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to the Secretary by
the Board.


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(b) Assistant Secretaries shall have such of the authority and perform such
of the duties of the Secretary as may be provided in these By-Laws or assigned
to them by the Board of Directors or by the Secretary. During the Secretary's
absence or inability, the Secretary's authority and duties shall be possessed by
such Assistant Secretary or Assistant Secretaries as the Board of Directors may
designate.

Section 4.9. Removal. Any officer elected, or agent appointed, by the Board
of Directors may be removed by the affirmative vote of a majority of the Whole
Board whenever, in their judgment, the best interests of the Corporation would
be served thereby. No elected officer shall have any contractual rights against
the Corporation for compensation by virtue of such election beyond the date of
the election of such person's successor, such person's death, such person's
resignation or such person's removal, whichever event shall first occur, except
as otherwise provided in an employment contract or under an employee deferred
compensation plan.

Section 4.10. Vacancies. A newly created elected office and a vacancy in
any elected office because of death, resignation, or removal may be filled by
the Board of Directors for the unexpired portion of the term at any meeting of
the Board of Directors.

Section 4.11. Repealed.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1. Stock Certificates and Transfers. The interest of each
shareholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by such person's attorney, upon surrender for cancellation of certificates for
at least the same number of shares, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. The certificates of stock shall be signed, countersigned and registered
in such manner as the Board of Directors may by resolution prescribe, which
resolution may permit all or any of the signatures on such certificates to be in
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has 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 he were such
officer, transfer agent or registrar at the date of issue.

Section 5.2. Lost, Stolen or Destroyed Certificates. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such amount, upon such terms and secured by

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such surety, as the Board of Directors or any financial officer may in its or
such person's discretion require.


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ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December of each
year.

Section 6.2. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.

Section 6.3. Seal. The corporate seal shall have inscribed thereon the
words "Corporate Seal," the year of incorporation and around the margin thereof
the words "New York."

Section 6.4. Waiver of Notice. Whenever any notice is required to be given
to any shareholder or Director of the Corporation under the provisions of the
NYBCL or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any annual or special meeting
of the shareholders or the Board of Directors or committee thereof need be
specified in any waiver of notice of such meeting.

Section 6.5. Audits. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be done annually.

Section 6.6. Resignations. Any Director or any officer, whether elected or
appointed, may resign at any time by giving written notice of such resignation
to the Chairman of the Board, the Chief Executive Officer, or the Secretary, and
such resignation shall be deemed to be effective as of the close of business on
the date said notice is received by the Chairman of the Board, the Chief
Executive Officer, or the Secretary, or at such later time as is specified
therein. No formal action shall be required of the Board of Directors or the
shareholders to make any such resignation effective.


ARTICLE VII

CONTRACTS, PROXIES, ETC.

Section 7.1. Contracts. Except as otherwise required by law, the
Certificate of Incorporation, a Preferred Stock Designation, or these By-Laws,
any contracts or other instruments may be executed and delivered in the name and
on the behalf of the Corporation by such officer or

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officers of the Corporation as the Board of Directors may from time to time
direct. Such authority may be general or confined to specific instances as the
Board may determine. The Chairman of the Board, the Chief Executive Officer, any
President or any Executive Vice President, Senior Vice President or Vice
President may execute bonds, contracts, deeds, leases and other instruments to
be made or executed for or on behalf of the Corporation. Subject to any
restrictions imposed by the Board of Directors, the Chief Executive Officer, any
President or any Executive Vice President, Senior Vice President or Vice
President of the Corporation may delegate contractual powers to others under
such person's jurisdiction, it being understood, however, that any such
delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.

Section 7.2. Proxies. Unless otherwise provided by resolution adopted by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
any President or any Executive Vice President, Senior Vice President or Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the votes which the Corporation may be entitled to cast as the holder of stock,
other securities or interests in any other company, any of whose stock, other
securities or interests may be held by the Corporation, at meetings of the
holders of the stock, other securities or interests of such other company, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other company, and may instruct the person or persons so appointed as to
the manner of casting such votes or giving such consent, and may execute or
cause to be executed in the name and on behalf of the Corporation and under its
corporate seal or otherwise, all such written proxies or other instruments as he
may deem necessary or proper in the premises.

ARTICLE VIII

AMENDMENTS

Section 8.1. Amendments. Except as otherwise specified herein, the By-Laws
may be altered or repealed and new By-Laws may be adopted (1) at any annual or
special meeting of shareholders by the affirmative vote of the holders of a
majority of the voting power of the stock issued and outstanding and entitled to
vote thereat, provided, however, that any proposed alteration or repeal of, or
the adoption of any By-Law inconsistent with, Section 2.2, 2.7 or 2.10 of
Article II or Section 3.9 or 3.11 of Article III of the By-Laws by the
shareholders shall require the affirmative vote of the holders of at least 80%
of the voting power of all Voting Stock then outstanding, voting together as a
single class, and provided, further, however, that, in the case of any such
shareholder action at a special meeting of shareholders, notice of the proposed
alteration, repeal or adoption of the new By-Law or By-Laws must be contained in
the notice of such special meeting, or (2) by the affirmative vote of a majority
of the Whole Board.


Amended September 10, 1998
Amended April 25, 2002

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