Exhibit 3.77

                                     BY-LAWS

                                       OF

                       MECKLENBURG COUNTY RECYCLING, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall
be at such place as the Directors shall designate from time to time.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Connecticut as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the Shareholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Connecticut as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Shareholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting shall be given
to each Shareholder entitled to vote at such meeting not less than seven nor
more than fifty days before the date of the meeting stating: (a) the place, date
and hour of the meeting; and (b) if any proposed matter other than the election
of Directors which, under the Stock Corporation Act of Connecticut, expressly
requires the vote of Shareholders.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee, by resolution of the Board of Directors or one or more Shareholders
holding in aggregate at least one-tenth of the total number of shares entitled
to vote at such meeting. The Secretary shall mail a notice of such meeting to
each shareholder of record not less than seven, nor more than fifty, days before
the date of the meeting. Such notice shall state the e place, date and hour of
the meeting and the purpose or purposes of the proposed



meeting. Business transacted at any Special Meeting of Shareholders shall be
limited to the purposes stated in the notice, written notice of a Special
Meeting

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Shareholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Shareholders, the Shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each Shareholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Shareholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
Shareholder represented at a Meeting of Shareholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
Shareholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Shareholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a Shareholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Shareholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
Shareholders who have not consented.

     SECTION 7. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least seven days before every Meeting of Shareholders,
a complete list of the Shareholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of Shareholders maintained
by the Corporation for convenience of reference, and showing the address of each
Shareholder and the number of shares registered in the name of each Shareholder.
The list shall be open to inspection of any Shareholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least seven
days prior to the

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Meeting, either at a place within the city where the Meeting is to be held,
which place shall be specified in the notice of the Meeting, or if not
specified, at the place where the Meeting will be held. The list shall also be
produced and kept at the time and place of the Meeting during the whole time
thereof, and may be inspected by any Shareholder of the Corporation who is
present. The list shall be prima facie evidence as to who are the Shareholders
entitled to examine such list or to vote in person or by proxy at any Meeting of
Shareholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Shareholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Shareholders. Any
Director may resign at any time upon notice to the Secretary of the Corporation.
Directors need not be Shareholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any Shareholder entitled to vote in the election of Directors
generally. Any Shareholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Shareholders' Meeting only if written notice of such Shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Shareholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Shareholders for the election of Directors, the close of business on the seventh
day following the date on which notice of such meeting is first given to the
Shareholders. Each such notice shall set forth: (a) the name and address of the
Shareholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the Shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the Shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the Shareholder; (f) such other information regarding each nominee
proposed by such Shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A Shareholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Shareholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a Shareholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which 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 directed or required to be exercised or done by the Shareholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Connecticut. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of Shareholders at the
Annual Meeting of Shareholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the Shareholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the Shareholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

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shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, 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 the members of the Board of Directors 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 of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

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     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the
affirmative vote of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or (ii) the material facts as to
such Director's or Officer's or their relationship or interest and as to the
contract or transaction are disclosed or are known to the Shareholders entitled
to vote thereon, and the contract or transaction is specifically authorized,
approved or ratified in good faith by the Shareholders; or (iii) the contract or
transaction is fair and reasonable as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee thereof
or the Shareholders. Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be Shareholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES 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 Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and 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 power 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, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Shareholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the Shareholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of Shareholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Shareholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

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     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Shareholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Connecticut, the
name of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature 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 Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

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Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
Shareholders entitled to notice of or to vote at any Meeting of Shareholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of Shareholders of record entitled to notice of or to
vote at a Meeting of Shareholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Connecticut.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or Shareholder, such notice may be given by mail,
addressed to such Director, member of a committee or Shareholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or Shareholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

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at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Connecticut". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the Shareholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Shareholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

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